(a) Filing notice.
(1) Content. The notice required in section 225.72 shall be filed with the appropriate
Reserve Bank and shall contain—
(i) the information required
by paragraph 6(A) of the Change in Bank Control Act (12 USC 1817(j)(6)(A))
as may be prescribed in the designated Board form;
(ii) additional information consistent
with the Federal Financial Institutions Examination Council’s joint
statement of guidelines on conducting background checks and change
in control investigations, as set forth in the designated Board form;
and
(iii) such other
information as may be required by the Board or Reserve Bank.
(2) Modification. The Reserve Bank may modify or accept other information
in place of the requirements of section 225.73(a)(1) for a notice
filed under this subpart.
(3) Acceptance and processing of notice. The 30-day notice period specified in section 225.72 shall begin
on the date all information required to be submitted by the notificant
pursuant to section 225.73(a)(1) is received by the appropriate Reserve
Bank. The Reserve Bank shall notify the regulated institution or individual
submitting the notice of the date on which all required information
is received and the notice is accepted for processing, and of the
date on which the 30-day notice period will expire. The Board or Reserve
Bank may extend the 30-day notice period for an additional period
of not more than 60 days by notifying the regulated institution or
individual filing the notice that the period has been extended and
stating the reason for not processing the notice within the 30-day
notice period.
4-055.5
(b) Commencement of service.
(1) At expiration
of period. A proposed director or senior executive officer may
begin service after the end of the 30-day period and any extension
as provided under paragraph (a)(3) of this section, unless the Board
or Reserve Bank disapproves the notice before the end of the period.
(2) Prior to expiration of period. A proposed
director or senior executive officer may begin service before the
end of the 30-day period and any extension as provided under paragraph
(a)(3) of this section, if the Board or the Reserve Bank notifies
in writing the regulated institution or individual submitting the
notice of the Board’s or Reserve Bank’s intention not to disapprove
the notice.
4-055.6
(c) Notice of disapproval. The Board or Reserve Bank shall disapprove a notice under section
225.72 if the Board or Reserve Bank finds that the competence, experience,
character, or integrity of the individual with respect to whom the
notice is submitted indicates that it would not be in the best interests
of the depositors of the regulated institution or in the best interests
of the public to permit the individual to be employed by, or associated
with, the regulated institution. The notice of disapproval shall contain
a statement of the basis for disapproval and shall be sent to the
regulated institution and the disapproved individual.
4-055.7
(d) Appeal of a notice of disapproval.
(1) A disapproved individual
or a regulated institution that has submitted a notice that is disapproved
under this section may appeal the disapproval to the Board within
15 days of the effective date of the notice of disapproval. An appeal
shall be in writing and explain the reasons for the appeal and include
all facts, documents, and arguments that the appealing party wishes
to be considered in the appeal, and state whether the appealing party
is requesting an informal hearing.
(2) Written notice of the final decision
of the Board shall be sent to the appealing party within 60 days of
the receipt of an appeal, unless the appealing party’s request for
an informal hearing is granted.
(3) The disapproved individual may not
serve as a director or senior executive officer of the state member
bank or bank holding company while the appeal is pending.
4-055.71
(e) Informal hearing.
(1) An individual or regulated
institution whose notice under this section has been disapproved may
request an informal hearing on the notice. A request for an informal
hearing shall be in writing and shall be submitted within 15 days
of a notice of disapproval. The Board may, in its sole discretion,
order an informal hearing if the Board finds that oral argument is
appropriate or necessary to resolve disputes regarding material issues
of fact.
(2) An informal
hearing shall be held within 30 days of a request, if granted, unless
the requesting party agrees to a later date.
(3) Written notice of the final decision
of the Board shall be given to the individual and the regulated institution
within 60 days of the conclusion of any informal hearing ordered by
the Board, unless the requesting party agrees to a later date.
4-055.8
(f) Waiver of notice.
(1) Waiver requests. The Board or Reserve Bank may permit an individual
to serve as a senior executive officer or director before the notice
required under this subpart is provided, if the Board or Reserve Bank
finds that—
(i) delay would threaten the safety
or soundness of the regulated institution or a bank controlled by
a bank holding company;
(ii) delay would not be in the public
interest; or
(iii)
other extraordinary circumstances exist that justify waiver of prior
notice.
(2) Automatic waiver. An individual
may serve as a director upon election to the board of directors of
a regulated institution before the notice required under this subpart
is provided if the individual—
(i) is not proposed by the
management of the regulated institution;
(ii) is elected as a new member of the
board of directors at a meeting of the regulated institution; and
(iii) provides to the
appropriate Reserve Bank all the information required in section 225.73(a)
within two (2) business days after the individual’s election.
(3) Effect on disapproval authority. A waiver shall not affect the
authority of the Board or Reserve Bank to disapprove a notice within
30 days after a waiver is granted under paragraph (f)(1) of this section
or the election of an individual who has filed a notice and
is serving pursuant to an automatic waiver under paragraph (f)(2)
of this section.
