September 28, 2012
To: All Member Banks in the Third Federal Reserve District
Attention: Chief Executive Officer
Subject: Nomination and Election of Reserve Bank Directors
As provided by Section 4 of the Federal Reserve Act, an election will be held to choose successors for the directors whose terms expire on December 31, 2012.
Deborah Fretz, retired president and chief executive officer, Sunoco Logistics, Philadelphia, PA, is completing her term as a Class B, Group 1 director. Ms. Fretz has decided not to stand for a second term. Group 1 banks will elect her successor to serve a three-year term beginning January 1, 2013.
Aaron Groff, chairman, president, and chief executive officer, Ephrata Bank, Ephrata, PA, is completing his term as a Class A, Group 3 director. He is not eligible for re-election. Group 3 banks will elect his successor to serve a three-year term beginning January 1, 2013.
Each bank in Group 1 can nominate one candidate for Class B director; each bank in Group 3 can nominate one candidate for Class A director. The nomination must be made by an authorized officer and received on or before October 26, 2012. A form for that purpose is enclosed.
For a nomination or ballot to be counted, it must be executed by an authorized officer. The voting authorizations that have been certified are shown for the banks in Groups 1, 2, and 3 in Attachment II . Any member bank that has not designated an officer or officers, or any bank that desires to change its authorization, should do so by resolution of its board of directors. A form for this purpose will be furnished upon request.
Eligibility criteria for Class A and Class B directors are summarized in Attachment I.
The banks comprising Groups 1, 2, and 3 are listed in Attachment II. Group 1 consists of banks having capital and surplus greater than $100,000,000. Group 2 consists of banks having capital and surplus of $10,000,000, but less than $100,000,000. Group 3 consists of banks having capital and surplus less than $10,000,000. The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available, even though its capital and surplus may change before the polls close.
When two or more banks are subsidiaries of the same holding company, only one of them may nominate and vote in this election. See Attachment III for details.
On October 31, 2012, a list of the candidates (indicating who nominated them) and a preferential ballot will be mailed to each bank in the voting group. The polls will open on November 1, 2012, and close at 12:00 noon on November 15, 2012. At that time the ballot box will be opened at this Bank, the votes counted, and the results of the election announced.
While banks in Group 2 will not participate in this election, this circular is sent to them for their information, without forms.
Inquiries concerning this circular letter should be directed to Linda O’Donnell, Assistant to the Corporate Secretary, at (215) 574-6389.