[Code of Federal Regulations]
[Title 12, Volume 3]
[Revised as of January 1, 2003]
From the U.S. Government Printing Office via GPO Access
[CITE: 12CFR265.7]

[Page 783-787]
 
                       TITLE 12--BANKS AND BANKING
 
                   CHAPTER II--FEDERAL RESERVE SYSTEM
 
PART 265--RULES REGARDING DELEGATION OF AUTHORITY--Table of Contents
 
Sec. 265.7  Functions delegated to Director of Division of Banking Supervision and Regulation.

    The Board's Director of the Division of Banking Supervision and 
Regulation (or the Director's delegee) is authorized:
    (a) Procedure--(1) Cease and desist orders. To refuse, with the 
prior concurrence of the appropriate Reserve Bank and the Board's 
General Counsel, an application to the Board to stay, modify, terminate, 
or set aside any effective cease and desist order previously issued by 
the Board under section 8(b) of the Federal Deposit Insurance Act (12 
U.S.C. 1818(b)), or any written agreement between the Board or the 
Reserve Bank and a bank holding company or any nonbanking subsidiary 
thereof or a state member bank.
    (2) Modification of commitments or conditions. To grant or deny 
requests for modifying, including extending the time for, performing a 
commitment or condition relied on by the Board or its delegee in taking 
any action under the Bank Holding Company Act, the Bank Merger Act, the 
Change in Bank Control Act of 1978, the Federal Reserve Act, or the 
International Banking Act. In acting on such requests, the Board's 
Director may take into account changed circumstances and good faith 
efforts to fulfill the commitments or conditions, and shall consult with 
the directors of other interested divisions where appropriate. The 
Board's Director may not take any action that would be inconsistent with 
or result in an evasion of the provisions of the Board's original 
action.
    (3) Notice of insufficient capital. To issue, with the concurrence 
of the Board's General Counsel, a notice that a state member bank or 
bank holding company has insufficient capital and which directs the bank 
or company to file with its regional Reserve Bank a capital improvement 
plan under subpart D of the Board's Rules of Practice for Hearings (12 
CFR part 263).
    (4) Obtaining possession or control of securities; extending time 
period. To approve, under Sec. 403.5(g) of the Treasury Department 
regulations (17 CFR part 403) implementing the Government Securities Act 
of 1986, as amended (Pub. L. 95-571), the application of a member bank, 
a state branch or agency of a foreign bank, a foreign bank, or a 
commercial lending company owned or controlled by a foreign bank, to 
extend for one or more limited periods commensurate with the 
circumstances the 30-day time period specified in 17 CFR 
403.5(c)(1)(iii), provided the Director is satisfied that the applicant 
is acting in good faith and that exceptional circumstances warrant such 
action.
    (b) Availability of Information--(1) FOIA requests. To make 
available information of the Board of the nature and in the 
circumstances described in Sec. 261.11 of the Board's Rules Regarding 
Availability of Information (12 CFR part 261).
    (2) FOIA; Availability of information. To make available, under the 
Board's Rules Regarding Availability of Information (12 CFR part 261), 
reports and other information of the Board acquired pursuant to the 
Board's Regulations G, T, U, and X (12 CFR parts 207, 220, 221, 224) of 
the nature and in circumstances described in Secs. 261.8(a) (2) and (3) 
of these rules.
    (c) Bank holding companies; Change in bank control; Mergers--(1) 
Bank holding company registration forms and annual reports. To 
promulgate registration forms and annual reports and other forms for use 
in connection with the

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Bank Holding Company Act, after receiving clearance from the Office of 
Management and Budget (where necessary), under section 5 of the Bank 
Holding Company Act (12 U.S.C. 1844) and in accordance with 5 U.S.C. 
553.
    (2) Emergency action. To take actions the Reserve Bank could take 
under this part at Secs. 265.11(c)(2)(ii) and 265.11(c)(3)(iii) if 
immediate or expeditious action is required to avert failure of a bank 
or savings association or because of an emergency pursuant to sections 
3(a) and 4(c)(8) of the Bank Holding Company Act (12 U.S.C. 1842(a), 
1843(c)(8)) on the Change in Bank Control Act (12 U.S.C. 1817(j)).
    (3) Waiver of notice. To waive, dispense with, modify or excuse the 
failure to comply with the requirement for publication and solicitation 
of public comment regarding a notice filed under the Change in Bank 
Control Act (12 U.S.C. 1817(j)), with the concurrence of the Board's 
General Counsel, provided a written finding is made that such disclosure 
would seriously threaten the safety or soundness of a bank holding 
company or a bank.
    (4) Notices for addition or change of directors or officers. Under 
section 914(a) of the Financial Institutions Reform, Recovery and 
Enforcement Act (12 U.S.C. 1831i) and subpart H of Regulation Y (12 CFR 
part 225), provided that no senior officer or director or proposed 
senior officer or director of the notificant is also a director of the 
Reserve Bank or a branch of the Reserve Bank:
    (i) To determine the informational sufficiency of notices filed 
pursuant to Sec. 225.72 of Regulation Y (12 CFR part 225); and
    (ii) To waive the prior notice requirements of that section.
    (5) ERISA violations. To provide the Department of Labor written 
notification of possible significant violations of the Employee 
Retirement Income Security Act (ERISA) by bank holding companies, in 
accordance with section 3004(b) of ERISA and the Interagency Agreement 
adopted to implement its provisions.
    (6) Appraisal not required. To determine pursuant to 12 CFR 
225.63(b)(12) that the services of an appraiser are not necessary in 
order to protect Federal financial and public policy interests in real 
estate-related financial transactions or to protect the safety and 
soundness of an institution.
    (d) International banking--(1) Foreign bank reports. To require 
submission of a report of condition respecting any foreign bank in which 
a member bank holds stock acquired under Sec. 211.5(b) of Regulation K 
(12 CFR part 211) and section 25 of the Federal Reserve Act (12 U.S.C. 
602).
    (2) Edge corporation reports. To require submission and publication 
of reports by an Edge corporation under section 25A of the Federal 
Reserve Act (12 U.S.C. 625).
    (3) Capital stock of Edge corporation; articles of association; 
additional investments in Agreement corporation. To approve under 
sections 25 and 25A as of the Federal Reserve Act (12 U.S.C. 601 and 
604), increases and decreases in the capital stock of and amendments to 
the articles of association of an Edge corporation and additional 
investments by a member bank in the stock of an Agreement corporation.
    (4) Authority under general-consent and prior-notice procedures. (i) 
With regard to a prior notice to establish a branch in a foreign country 
under Sec. 211.3 of Regulation K (12 CFR 211.3):
    (A) To waive the notice period;
    (B) To suspend the notice period;
    (C) To determine not to object to the notice; or
    (D) To require the notificant to file an application for the Board's 
specific consent.
    (ii) With regard to a prior notice to make an investment under 
Sec. 211.9(f) of Regulation K (12 CFR 211.9(f)):
    (A) To waive the notice period;
    (B) To suspend the notice period; or
    (C) To require the notificant to file an application for the Board's 
specific consent.
    (iii) With regard to a prior notice of a foreign bank to establish 
certain U.S. offices under Sec. 211.24(a)(2)(i) of Regulation K (12 CFR 
211.24(a)(2)(i)):
    (A) To waive the notice period;
    (B) To suspend the notice period; or
    (C) To require the notificant to file an application for the Board's 
specific consent.
    (iv) To suspend the ability:

[[Page 785]]

    (A) Of a foreign banking organization to establish an office under 
the prior-notice procedures in Sec. 211.24(a)(2)(i) of Regulation K (12 
CFR 211.24(a)(2)(i)) or the general-consent procedures in 
Sec. 211.24(a)(3) of Regulation K (12 CFR 211.24(a)(3));
    (B) Of a U.S. banking organization to establish a foreign branch 
under the prior-notice or general-consent procedures in Sec. 211.3(b) of 
Regulation K (12 CFR 211.3(b));
    (C) Of an investor to make investments under the general-consent or 
prior-notice procedures in Sec. 211.9 of Regulation K (12 CFR 211.9); 
and
    (D) Of an eligible investor to make an investment in an export 
trading company under the general-consent procedures in Sec. 211.34(b) 
of Regulation K (12 CFR 211.34(b)).
    (5) Investment by foreign subsidiaries in U.S. affiliates. To 
permit, after consultation with the Board's General Counsel, a foreign 
subsidiary of a bank holding company to invest in shares of a U.S. 
affiliate of the bank holding company where the investment is made as 
part of an internal corporate reorganization or an internal transfer of 
funds, subject to any conditions and terms the Director and General 
Counsel deem appropriate and consistent with the purposes of Regulation 
K (12 CFR part 211).
    (6) Allocated transfer risk reserves. To determine the need for 
establishing and the amount of any allocated transfer risk reserve 
against specific international assets, and notify the banking 
institutions of the determination and the amount of the reserve and 
whether the reserve may be reduced under subpart D of Regulation K (12 
CFR part 211).
    (7) Underwriting and dealing authority outside the United States; 
hedging techniques. To approve, under Sec. 211.5(d)(14) of Regulation K 
(12 CFR part 211):
    (i) Requests for authority to engage in the activities of 
underwriting, distributing, and dealing in shares outside the United 
States, provided that the Director has determined that the internal 
procedures and operations of the organization and the effect of the 
proposed activities on capital adequacy are consistent with approval.
    (ii) Hedging methods authorized under Sec. 211.5(d)(14)(iii)(A) of 
Regulation K (12 CFR part 211).
    (8) Conduct and coordination of examinations. To authorize the 
conduct of examinations of the U.S. offices and affiliates of foreign 
banks as provided in sections 7(c) and 10(c) of the IBA (12 U.S.C. 
3105(c), 3107(c)), and, where appropriate, to coordinate those 
examinations with examinations of the Office of the Comptroller of the 
Currency, the Federal Deposit Insurance Corporation, and the state 
entity that is authorized to supervise or regulate a state branch, state 
agency, commercial lending company, or representative office.
    (9) Allowing use of general-consent procedures. To allow an investor 
that is not well-capitalized and well-managed to make investments under 
the general-consent procedures in Sec. 211.9 or 211.34(b) of Regulation 
K (12 CFR 211.9 or 211.34(b)), provided that:
    (i) The investor has implemented measures to become well-capitalized 
and well-managed;
    (ii) Granting such authority raises no significant policy or 
supervisory concerns; and
    (iii) Authority granted by the Director under this paragraph (d)(9) 
expires after one year, but may be renewed.
    (10) Exceeding general-consent investment limits. To allow an 
investor to exceed the general-consent investment limits under 
Sec. 211.9 of Regulation K (12 CFR 211.9), provided that:
    (i) The investor demonstrates adequate financial and managerial 
strength;
    (ii) The investor's investment strategy is not unsafe or unsound;
    (iii) Granting such authority raises no significant policy or 
supervisory concerns; and
    (iv) Authority granted by the Director under this paragraph (d)(10) 
expires after one year, but may be renewed.
    (11) Approval of temporary U.S. offices. To allow a foreign bank to 
operate a temporary office in the United States, pursuant to Sec. 211.24 
of Regulation K (12 CFR 211.24), provided that:
    (i) There is no direct public access to such office, with respect to 
any branch or agency function; and
    (ii) The proposal raises no significant policy or supervisory 
issues.

[[Page 786]]

    (12) With the concurrence of the General Counsel, to approve 
applications, notices, exemption requests, waivers and suspensions, and 
other related matters under Regulation K (12 CFR part 211), where such 
matters do not raise any significant policy or supervisory issues.
    (13) With the concurrence of the General Counsel, to approve:
    (i) The establishment by a bank holding company or member bank of an 
agreement corporation under section 25 of the Federal Reserve Act; and
    (ii) Any initial investment associated with the establishment of 
such agreement corporation.
    (14) With the concurrence of the General Counsel, to determine that 
an election by a foreign bank to become or to be treated as a financial 
holding company is effective, provided that:
    (i) The foreign bank meets the criteria for becoming or being 
treated as a financial holding company; and
    (ii) The election raised no significant policy or supervisory 
issues.
    (e) Member banks--(1) Membership certification to FDIC. Tocertify, 
under section 4(b) of the Federal Deposit Insurance Act (12 U.S.C. 
1814(b)), to the Federal Deposit Insurance Corporation that the factors 
specified in section 6 of the Act (12 U.S.C. 1816) were considered with 
respect to the admission of a state-chartered bank to Federal Reserve 
membership.
    (2) Dollar exchange. To permit any member bank to accept drafts or 
bill of exchange drawn upon it for the purpose of furnishing dollar 
exchange under section 13(12) of the Federal Reserve Act (12 U.S.C. 
373).
    (3) ERISA violations. To provide to the Department of Labor written 
notification of possible significant violations of the Employee 
Retirement Income Security Act (ERISA) by member banks, in accordance 
with section 3004(b) of ERISA and the Interagency Agreement adopted to 
implement its provisions.
    (4) Examiners. To select or approve the appointment of Federal 
Reserve examiners, assistant examiners, and special examiners for the 
purpose of making examinations for or by the direction of the Board 
under 12 U.S.C. 325, 338, 625, 1844(c), and 3105(b)(1).
    (5) Capital stock reduction; branch applications; declaration of 
dividends; investment in bank premises. To exercise the functions 
described in Sec. 265.11(e)(5), (11), and (12) of this part (reductions 
in capital, issuance of subordinated debt, and early retirement of 
subordinated debt) when the conditions specified in those sections 
preclude a Reserve Bank from acting on a member bank's request for 
action or when the Reserve Bank concludes that it should not take 
action, and to exercise the functions in Sec. 265.11(e)(3), (4), and (7) 
of this part (approving branch applications, declaration of dividends, 
and investment in bank premises) in cases in which the Reserve Bank 
concludes that it should not take action.
    (6) Security devices; Regulation P. To exercise the functions 
described in Sec. 265.11(e)(8) of this part in those cases in which the 
appropriate Reserve Bank concludes that it should not take action for 
good cause.
    (f) Securities--(1) Registration statements by member banks. Under 
section 12(g) of the Securities Exchange Act (15 U.S.C. 78l(g)):
    (i) To accelerate the effective date of a registration statement 
filed by a member bank with respect to its securities;
    (ii) To accelerate termination of the registration of a security 
that is no longer held of record by 300 persons; and
    (iii) To extent the time for filing a registration statement by a 
member bank.
    (2) Exemption from registration. To issue notices with respect to 
application by a statement member bank for exemption from registration 
under section 12(h) of the Securities Exchange Act (15 U.S.C. 78l(h)).
    (3) Accelerating registration of security on national securities 
exchange. To accelerate the effective date of an application by a state 
member bank for registration of a security on a national securities 
exchange under section 12(d) of the Securities Exchange Act (15 U.S.C. 
78l(d)).
    (4) Unlisted trading in security of state member bank. To issue 
notices with respect to an application by a national securities exchange 
for unlisted trading privileges in a security of a state

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member bank under section 12(f) of the Securities Exchange Act (15 
U.S.C. 78l(f)).
    (5) Transfer agent registration; acceleration; withdrawal or 
cancellation. (i) To accelerate, under section 17A(c)(2) of the 
Securities Exchange Act of 1934, as amended (15 U.S.C. 78q-1), the 
effective date of a registration statement for transfer agent activities 
filed by a member bank or a subsidiary thereof, a bank holding company 
or a subsidiary thereof that is a bank as defined in section 3(a)(6) of 
the Act other than a bank specified in clause (i) or (iii) of section 
3(a)(34)(B) of the Act (15 U.S.C. 78c).
    (ii) To withdraw or cancel, under section 17A(c)(3)(C) of the 
Securities Exchange Act of 1934, as amended (15 U.S.C. 78q-1(c)(3)(C)), 
the transfer agent registration of a member bank or a subsidiary 
thereof, a bank holding company, or a subsidiary thereof that is a bank 
as defined in section 3(a)(6) of that Act other than a bank specified in 
clause (i) or (iii) of section 3(a)(34)(B) of the Act (15 U.S.C. 78c), 
that has filed a written notice of withdrawal with the Board or upon a 
finding that such transfer agent is no longer in existence or has ceased 
to do business as a transfer agent.
    (6) Proxy solicitation; financial statements. (i) To permit the 
mailing of proxy and other soliciting materials by a state member bank 
before the expiration of the time prescribed therein under Sec. 208.36 
of Regulation H (12 CFR part 208).
    (ii) To permit the omission of financial statements from reports by 
a state member bank, or to require other financial statements in 
addition to, or in substitution for, the statements required therein 
under Sec. 208.36 of Regulation H (12 CFR part 208).
    (7) Municipal securities dealers. Under section 23 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78w).
    (i) To grant or deny requests for waiver of examination and waiting 
period requirements for municipal securities principals and 
representatives under Municipal Securities Rulemaking Board Rule G-3;
    (ii) To grant or deny requests for a determination that a natural 
person or municipal securities dealer subject to a statutory 
disqualification is qualified to act as a municipal securities 
representative or dealer under Municipal Securities Rulemaking Board 
Rule G-4;
    (iii) To approve or disapprove clearing arrangements under Municipal 
Securities Rulemaking Board Rule G-8, in connection with the 
administration of these rules for municipal securities dealers for which 
the Board is the appropriate regulatory agency under section 3(a)(34) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(34)).
    (8) Making reports available to SEC. To make available, upon 
request, to the Securities and Exchange Commission reports of 
examination of transfer agents, clearing agencies, and municipal 
securities dealers for which the Board is the appropriate regulatory 
agency for use by the Commission in exercising its supervisory 
responsibilities under the Act under section 17(c)(3) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78q(c)(3)).
    (9) Issuing examination manuals, forms, and other materials. To 
issue examination or inspection manuals, registration, report, 
agreement, and examination forms, guidelines, instructions, and other 
similar materials for use in administering sections 7, 8, 15B, and 
17A(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78g, 78h, 78o-
4, and 78q-1).
    (10) Lists of OTC and foreign margin stocks. To approve issuance of 
the lists of OTC margin stocks and foreign margin stocks and add, omit, 
or remove any stock in circumstances indicating that such change is 
necessary or appropriate in the public interest under Sec. 207.6(d) of 
Regulation G (12 CFR part 207), Sec. 220.17(f) of Regulation T (12 CFR 
part 220), or Sec. 221.7(d) of Regulation U (12 CFR part 221).

[56 FR 25619, June 5, 1991, as amended at 56 FR 67153, 67154, Dec. 30, 
1991; 57 FR 13002, Apr. 15, 1992; 58 FR 6363, Jan. 28, 1993; 58 FR 
26509, May 4, 1993; 62 FR 64996, Dec. 9, 1997; 63 FR 58621, Nov. 2, 
1998; 66 FR 54397, Oct. 26, 2001]