BYLAWS OF EXPORT-IMPORT BANK OF THE UNITED STATES
ADOPTED ON AUGUST 20, 1998
TO BE EFFECTIVE AS OF AUGUST 20, 1998
SUPERSEDING BYLAWS ADOPTED ON
JANUARY 7, 1993, AS AMENDED
EXPORT-IMPORT BANK OF THE UNITED STATES BYLAWS
ARTICLE I
The Board of Directors
SECTION 1. General. A. Composition; Presiding Officer. The Board of Directors shall consist of the President of the Export-Import Bank of the United States (the “Bank”), who shall serve as Chairman, the First Vice President of the Bank, who shall serve as Vice Chairman, and three additional Directors appointed by the President of the United States by and with the advice and consent of the Senate. The United States Trade Representative and the Secretary of Commerce shall serve, ex officio and without vote, as additional members of the Board of Directors of the Bank. The Chairman, when present, shall call and preside at all meetings of the Board. The Vice Chairman, in the absence of the Chairman, shall call and preside over the meetings of the Board of Directors. The President or, in the President’s absence, the First Vice President may designate a member of the Board who, in the absence of the President and the First Vice President, shall act as Chairman of the Board for the purpose of calling and presiding over meetings of the Board of Directors.
B. Vacancies in the Office of the President and First Vice President. Pursuant to the provisions of the Export-Import Bank Act of 1945, as amended (the “Act”), including (without limitation) Sections 3(c)(5) and 3(c)(7) thereof, in the event of vacancies in the offices of the President and First Vice President and in the absence of any designation by the President of the United States of an Acting President of Ex-Im Bank, the Director with the most seniority automatically shall be authorized to perform, until such time as an Acting President is designated or a President or First Vice President is qualified, all of the functions and duties and to exercise all of the powers of President of Ex-Im Bank, including (without limitation) serving as Chairman of the Board of Directors, calling and presiding at all meetings of the Board of Directors, prescribing additional duties to be performed by other Directors in addition to their duties as members of the Board, and otherwise serving as chief executive officer of the Bank.
SECTION 2. Regularly Scheduled Meetings. The Board of Directors, upon such notice as may be required by 12 CFR Part 407 – Regulations Governing Public Observation of Ex-Im Bank Meetings (otherwise without notice), shall meet, unless otherwise specified by the presiding officer, in regularly scheduled meetings at the principal office of the Bank in Washington, D.C., at the time and day specified from time to time by the President and posted in the office of the Secretary of the Bank. Any member of the Board of Directors may attend and participate in any meeting of the Board by means of conference telephone call. In the event that the date for a regularly scheduled meeting is a holiday, or in the event that any regularly scheduled meeting is rescheduled, such meeting shall be held at such time, date, and place as may be set forth therefor in a notice made in accordance with 12 CFR Part 407.
SECTION 3. Special Meetings. Special meetings of the Board may be held at any time upon call of the presiding officer upon such notice as may be required by 12 CFR Part 407.
SECTION 4. Transaction of Business. Any and all business of the Bank may be transacted at any regularly scheduled or special meeting of the Board.
SECTION 5. Quorum. A majority of the voting members of the Board shall constitute a quorum for the transaction of business at any meeting. The vote of the majority of those attending and eligible to vote at any meeting shall constitute an action of the Board of Directors.
SECTION 6. Appointment of Officers. The President, after consultation with the other Directors of the Bank, shall appoint a Chief Financial Officer, a General Counsel, and a Secretary, and such other senior officers with management responsibility and reporting directly to the President or First Vice President as may from time to time be appropriate. The President shall, without consultation, appoint such other officers as may from time to time be appropriate. The President shall prescribe the duties and shall fix the salaries of all such officers. Any such officer may be removed at any time by the President. The foregoing powers relating to compensation and removal of officers shall be subject to the appropriate provision of any statute and of the rules and regulations of any agencies or departments of the government having jurisdiction to the extent required thereby.
SECTION 7. Audit Committee. There shall be an Audit Committee consisting of the members of the Board of Directors other than the Chairman or Vice Chairman. A member designated by the President shall serve as chair of the Audit Committee. The Audit Committee, reporting to the Board of Directors, shall be responsible for providing assistance to the Board in fulfilling its accounting and financial reporting responsibilities, determining that the Bank has adequate managerial, administrative, and financial controls, reviewing the annual report prepared by management for distribution to Congress and the public, and providing direction over the internal audit function and the independent accountants.
ARTICLE II
President
SECTION 1. General Responsibilities. The President of the Export-Import Bank of the United States, as the chief executive officer of the Bank and Chairman of the Board of Directors, shall preside at all meetings thereof at which the President shall be present. The President shall represent the Board generally in its relations with other officers of the Bank, with agencies and departments of the Government, and with others having business with the Bank. The President shall have general charge of the business of the Bank and shall keep the Board fully informed concerning the business of the Bank. The President may designate additional functions and duties to the First Vice President and to the other members of the Board of Directors not inconsistent with their primary functions and duties. The President shall supervise the work of the Bank’s officers and shall perform such other specific duties and exercise such other specific powers as from time to time shall be resolved by the Board of Directors.
SECTION 2. Appointment of Employees, etc. The President may appoint such employees, attorneys and agents as from time to time may be deemed necessary and may prescribe their duties and may fix their salaries or other compensation. Any employee, attorney or agent may be removed at any time by the President. The powers herein conferred relating the appointment, compensation and removal of employees, attorneys and agents shall be subject to the appropriate provisions of any statute and of the rules and regulations of any agencies or departments of the Government having jurisdiction to the extent required thereby.
ARTICLE III
First Vice President
The First Vice President of the Export-Import Bank of the United States shall serve as President of the Bank during the absence or disability of, or in the event of a vacancy in the office of, the President of the Bank. The First Vice President shall serve as the Vice Chairman of the Board of Directors and, in the absence of the Chairman of the Board of Directors, the First Vice President shall preside at all meetings thereof at which the First Vice President shall be present. The First Vice President shall exercise such powers and shall perform such functions as may be prescribed by the President of the Bank.
ARTICLE IV
General Counsel
The General Counsel shall be the principal consulting officer of the Bank in all matters of legal significance or import. The General Counsel shall be responsible for and shall direct attorneys, agents and employees in the performance of all legal duties and services for and on behalf of the Bank. The General Counsel shall perform such other duties and exercise such other powers as are commonly incidental to the office of the General Counsel, including, without limitation, the granting of powers of attorney to others to represent and to act on behalf and in the name of the Bank in matters of legal significance, as well as such other duties and powers as shall be assigned from time to time by the President. The General Counsel shall also direct and coordinate the activities of the Secretary in maintaining the records of the Bank. Under the direction of the President, the General Counsel shall work in cooperation with the officers and divisions of the Bank concerned with legislative and Congressional matters. The General Counsel may delegate any of the functions of the General Counsel to an attorney in the employ of the Bank and, in the absence or disability of the General Counsel, the duties of the General Counsel may be performed and the powers of the General Counsel may be exercised by the Deputy General Counsel or by another attorney in the employ of the Bank designated by the General Counsel or, in the absence of the General Counsel, the Deputy General Counsel.
ARTICLE V
Finance
Chief Financial Officer. The Chief Financial Officer shall be the principal advisor to the Bank in all matters pertaining to the Bank’s funds and financial policies. Under the direction of the President, the Chief Financial Officer shall be responsible for the management of the Bank’s financial operations and formulation and issuance of financial and accounting policies and procedures. The Chief Financial Officer shall perform such other duties and exercise such other powers as are commonly incidental to the office of the Chief Financial Officer of a large commercial banking institution, including, without limitation, the development, maintenance and operation of all financial management systems, including budgetary systems, accounting systems, internal control systems, financial reporting systems and credit, cash and debt management systems. The Chief Financial Officer shall have authority on behalf of the Bank to sign or endorse checks, notes, letters of credit (including guarantees of letters of credit and amendments thereto issued by commercial banks in connection with credits authorized by the Bank), and other obligations, to collect all monies due the Bank and deposit same for the account of the Bank with approved depositories, and to sign all checks and drafts made by the Bank for authorized disbursements. The Chief Financial Officer shall be a designated disbursing officer and, acting singly, may make, or authorize others to make, disbursements of Bank funds, withdraw funds held to the credit of the Bank by the Treasurer of the United States and may withdraw funds in other depositaries only when payable to the Treasurer of the United States for the account of the Bank. The Chief Financial Officer shall be responsible for the supervision and coordination of the staff of the Bank with respect to the functions under the direction of such officer. The Chief Financial Officer may delegate any of the functions of Chief Financial Officer to such other officers or employees of the Bank as the Chief Financial Officer shall from time to time determine.
ARTICLE VI
Secretary
Secretary. Under the direction of the General Counsel, the Secretary shall maintain the records of the Bank, including evidence of actions taken by the Board of Directors or by any loan, credit, or other like committees of the Bank established by resolution of the Board of Directors, with respect to applications for loans or other financial assistance. The Secretary shall give notice of, attend, and keep the minutes of, meetings of the Board of Directors and any loan, credit, or other like committees, shall sign all papers and instruments on which the signature of the Secretary is necessary or appropriate, and shall attest the authenticity of, and affix the seal of the Bank upon, any instrument requiring such action, and shall perform such other duties and exercise such other powers as are commonly incidental to the office of corporate secretary. The Secretary shall be responsible for the supervision and coordination of the staff of the Bank assigned to assist with respect to these functions, and may delegate any of the functions of Secretary to any Assistant Secretary of the Bank appointed by the President.
ARTICLE VII
Seal
The following is an impression of the official seal which is hereby adopted for the Export-Import Bank of the United States:
ARTICLE VIII
Amendments
These Bylaws may be amended at any time by the Board of Directors.
I, , Secretary of the Export-Import Bank of the United States, do hereby certify that the foregoing is a true and correct copy of the Bylaws of the Export-Import Bank of the United States and that the same are in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of said Bank this day of , 1999 .
Secretary
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