FANNIE MAE BYLAWS

As amended through January 29, 2019

The Director of the Federal Housing Finance Agency, or FHFA, Fannie Mae’s safety, 

soundness and mission regulator, appointed FHFA as conservator of Fannie Mae on 

September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and 

privileges of the corporation, and of any stockholder, officer or director of the 

corporation with respect to the corporation and its assets, and may, by regulation or 

order, provide for the exercise of any function by any stockholder, director, or officer of 

Fannie Mae. On November 24, 2008, FHFA, as conservator, reconstituted the Fannie Mae 

Board of Directors (Board) and directed the functions and authorities of the Board. The 

Board serves on behalf of the conservator and shall exercise their authority as directed 

by the conservator. The Bylaws should be read in conjunction with an understanding of 

the Company’s conservatorship status.

Article 1: General Provisions

Section 1.01. Name. The name of the corporation is Federal National Mortgage Association. 

The corporation may also do business under the name Fannie Mae. 

Section 1.02. Principal Office and Other Offices. The principal office of the corporation shall be 

in the District of Columbia. Other offices of the corporation shall be in such places as may be 

deemed by the Board of Directors or the Chief Executive Officer to be necessary or appropriate. 

Section 1.03. Seal. The seal of the corporation shall be of such design as shall be approved 

and adopted from time to time by the Board of Directors, and the seal or a facsimile thereof may 

be affixed by any person authorized by the Board of Directors or these Bylaws by impression, 

by printing, by rubber stamp, or otherwise. 

Section 1.04. Fiscal Year. The fiscal year of the corporation shall end on the 31st day of

December of each year. 

Section 1.05. Corporate Governance Practices and Procedures. Pursuant to Sections 12 

C.F.R. 1236 and 1239 of the Federal Housing Finance Agency Regulations (the “FHFA

Regulation”), to the extent not inconsistent with the Charter Act and other Federal law, rules,

and regulations, the corporation has elected to follow the applicable corporate governance

practices and procedures of the Delaware General Corporation Law, as the same may be

amended from time to time. The inclusion of Sections 1.01, 1.02, 1.05, 2.01, 2.02, 2.03, 2.10,

3.08(b), 3.08(c), 4.01, 4.02, 4.03 and 4.19, Articles 6, 7 and 8, and any new bylaw which may be

adopted from time to time and designated as a “Certificate Provision” in accordance with

Section 7.01 (collectively, the “Certificate Provisions”) in these Bylaws shall constitute inclusion

in the corporation’s “certificate of incorporation” for all purposes of the Delaware General

Corporation Law. The inclusion in these Bylaws of bylaws that are not Certificate Provisions

(collectively, the “Bylaw Provisions”) shall constitute inclusion in the corporation’s “bylaws” for all

purposes of the Delaware General Corporation Law.

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Article 2: Capital Stock

Section 2.01. Common Stock. The common stock, all of which is voting and has no par value, 

shall have a stated value per share as determined from time to time by the Board of Directors. 

Shares of the corporation may be acquired and held in the treasury of the corporation, and may 

be disposed of by the corporation for such consideration and for such purposes as may be 

determined from time to time by the Board of Directors. 

Section 2.02. Preferred Stock. The corporation shall have authority to issue up to 700,000,000 

shares of preferred stock having no par value. The preferred stock may be issued from time to 

time in one or more series upon approval by the Board of Directors, or a committee thereof 

appointed for such purpose, and the Board of Directors or such committee may, by resolution 

providing for the issuance of such preferred stock, designate with respect to such shares: (a) 

their voting powers; (b) their rights of redemption; (c) their right to receive dividends (which may 

be cumulative or non-cumulative) including the dividend rate or rates, conditions to payment, 

and the relative preferences in relation to the dividends payable on any other class or classes or 

series of stock; (d) their rights upon the dissolution of, or upon any distribution of the assets of, 

the corporation; (e) their rights to convert into, or exchange for, shares of any other class or 

classes of stock of the corporation, including the price or prices or the rate of exchange; and (f) 

other relative, participating, optional or special rights, qualifications, limitations or restrictions. 

Notwithstanding Sections 4.12(a)(6) and 4.17 of these Bylaws, the Board of Directors may 

authorize a committee of the Board to declare dividends on preferred stock. 

Section 2.03. Payment for Shares. The consideration to be received by the corporation for the 

issuance of common shares shall be fixed from time to time by the Board of Directors. A 

subscriber shall be entitled to issuance of shares upon receipt by the corporation of the 

consideration for which the shares are to be issued. No certificates shall be issued for any 

share until the share is fully paid, and, when issued, such shares shall be nonassessable. 

Section 2.04. Uncertificated Shares. Any shares of stock of any class or series of the 

corporation shall be issued in uncertificated form pursuant to customary arrangements for 

issuing shares in such form, unless a stock certificate is requested by a stockholder.

Section 2.05. Certificates Representing Shares. Each registered holder of the capital stock of 

the corporation shall be entitled to a certificate or certificates signed by the Chairman of the 

Board of Directors or the President and by the Secretary or an Assistant Secretary of the 

corporation, and sealed with the seal of the corporation certifying the number of shares owned 

by him in the corporation. The certificates shall be in such form as the Board, from time to time, 

may approve. Any or all of the signatures on the certificate may be a facsimile. In case any 

officer, transfer agent or registrar who has signed or whose facsimile signature has been placed 

upon a certificate shall have ceased to be such officer, transfer agent or registrar before such 

certificate is issued, it may be issued by the corporation with the same effect as if he or she 

were such officer, transfer agent or registrar at the date of issue. 

Section 2.06. Transfers of Stock. Transfers of stock shall be made upon the books of the 

corporation at the request of either the registered holder of the stock or the attorney, lawfully 

constituted in writing, of such registered holder and, in the case of a holder with a certificate, on 

surrender for cancellation of the certificate for such share or, in the case of a holder with an 

uncertificated share, on presentment of proper evidence of succession, assignation or authority 

to transfer in accordance with customary procedures for transferring shares in uncertificated 

form. 
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Section 2.07. Registered Holder. The corporation shall be entitled to treat the registered 

holder of any share or shares of stock as the holder in fact thereof and accordingly shall not be 

bound to recognize any equitable or other claim to or interest in such share on the part of any 

other person whether or not it shall have express or other notice thereof, save as expressly 

provided by the laws of the State of Delaware insofar as they are applicable to the stock of stock 

corporations organized under the Delaware General Corporation Law. 

Section 2.08. Loss or Destruction of Certificate of Stock. In case of loss or destruction of any 

certificate of stock, another may be issued in its place, pursuant to such requirements and 

procedures as may be established by the Secretary of the corporation with the concurrence of 

the General Counsel (including, without limitation, requiring provision of a surety bond). 

Section 2.09. Stockholder Records. 

(a) The corporation shall keep at its principal place of business, or at the office of its

transfer agent or registrar, a record of its stockholders, giving the names and addresses of all 

stockholders and the number of shares held by each. 

(b) The officer who has charge of the stock ledger of the corporation shall prepare and

make, at least 10 days before every meeting of stockholders, a complete list of the stockholders 

entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the 

number of shares registered in the name of each stockholder. Such list shall be open to the 

examination of any stockholder, for any purpose germane to the meeting, for a period of at least 

10 days prior to the meeting, during ordinary business hours, at the principal place of business 

of the corporation or as may otherwise be permitted by the Delaware General Corporation Law. 

The list shall be produced and kept at the time and place of the meeting during the whole time 

thereof and may be inspected by any stockholder who is present. 

Section 2.10. Registration of common and preferred stock. The corporation shall register its 

common and preferred stock with the Securities and Exchange Commission as required 

pursuant to Sections 12(b) or (g) of the Securities Exchange Act of 1934, as amended, and shall 

take appropriate steps to maintain such registration. Notwithstanding anything to the contrary 

contained in Section 7.02 of these Bylaws, this Section 2.10 may be altered, amended, or 

repealed only by the unanimous vote or consent of all the then incumbent Members of the 

Board then in office. 

Article 3: The Stockholders

Section 3.01. Place of Meetings. Meetings of the stockholders of the corporation shall be held 

at such place or places, within or without the District of Columbia, as shall be determined by the 

Board of Directors; and the Chairman of the Board (or in his absence another person 

designated by the Board of Directors) shall preside at all such meetings. 

Section 3.02. Annual Meeting. The annual meeting of stockholders shall be held on such date 

and at such time as the Board of Directors may designate. 

Section 3.03. Special Meetings. Special meetings of the stockholders may be called by the 

Board of Directors or the Chairman of the Board, or at the request of the holders of not less than 

one-third of all the shares entitled to vote, to be determined as of the close of the first day of the 
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month preceding the month in which the request is presented to the Secretary. Business 

transacted at all special meetings shall be confined to the subjects stated in the notice of special 

meeting. 

Section 3.04. Notice of Meetings — Waiver and Adjourned Meetings. Written notice stating 

the place, date and hour of the meeting, and the purpose or purposes for which the meeting is 

called, shall be delivered not less than 10, nor more than 60, days before the date of the 

meeting, by the Secretary of the corporation, to each registered holder entitled to vote at such 

meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United 

States mail addressed to the registered holder at his address as it appears on the stock transfer 

books of the corporation, with first class postage prepaid. Waiver by a stockholder in writing of 

notice of a stockholders’ meeting, signed by him either before or after the time of the meeting, 

shall be equivalent to the giving of such notice. Attendance by a stockholder at a stockholders’ 

meeting, whether in person or by proxy, without objection to the notice or lack thereof, shall 

constitute a waiver of notice of the meeting. Any meeting of stockholders may be adjourned by 

the chair of the meeting to reconvene at another time or place. When a meeting is adjourned to 

another time or place, notice need not be given of the adjourned meeting if the time and place 

thereof are announced at the meeting at which the adjournment is taken. At the adjourned 

meeting the corporation may transact any business which might have been transacted at the 

original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new 

record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given 

to each stockholder of record entitled to vote at the meeting. 

Section 3.05. Fixing Record Date 

(a) For the purpose of determining stockholders entitled to notice of or to vote at any

meeting of stockholders or any adjournment thereof, the Board of Directors may fix a date as 

the record date. Such date, in any case, shall not precede the date upon which the resolution 

fixing the record date is adopted by the Board of Directors and shall be not more than 60 days 

and not less than 10 days prior to the date of such meeting. If no such record date is fixed, the 

close of business on the day next preceding the day on which notice is given, or, if notice is 

waived, the close of business on the day next preceding the date on which the meeting is held 

shall be the record date for the determination of stockholders entitled to notice of or to vote at a 

meeting of stockholders. When a determination of stockholders entitled to vote at any meeting 

of stockholders has been made, as provided in this section, the determination shall apply to any 

adjournment thereof, provided, however, that the Board of Directors may fix a new record date 

for the adjourned meeting. 

(b) For the purpose of determining stockholders entitled to receive payment of any

dividend, or in order to make a determination of stockholders for any other purpose (except as 

provided in Section 3.05(a), the Board of Directors or a duly authorized Committee thereof may 

fix a date as the record date. Such date, in any case, shall not precede the date upon which the 

resolution fixing the record date is adopted and shall be not more than 60 days prior to the date 

on which the particular action is to be taken. If no such record date is fixed, the close of 

business on the day on which the resolution relating thereto is adopted shall be the record date 

for the determination of stockholders. 

Section 3.06. Quorum. A majority of the shares entitled to vote, represented in person or by 

proxy, shall constitute a quorum at a meeting of stockholders. The stockholders present at a 

duly organized meeting may continue to do business until adjournment, notwithstanding the 

withdrawal of the holders of enough shares to leave less than a quorum. If a meeting cannot be 
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organized because a quorum has not attended, either the chair of the meeting, or those 

stockholders present, in person or by proxy, by a majority of the votes cast by such stockholders 

so present, may adjourn the meeting from time to time until a quorum is present when any 

business may be transacted that may have been transacted at the meeting as originally called. 

Section 3.07. Proxies. A stockholder may vote either in person or by proxy executed in writing 

by the stockholder or his duly authorized representative. No proxy shall be valid after 11 

months from the date of its execution, unless otherwise expressly provided in the proxy. 

Section 3.08. Voting 

(a) At every meeting of the stockholders, every holder of the common stock shall be

entitled to one vote for each share of common stock registered in the name of such holder on 

the stock transfer books of the corporation at the close of the record date. A proxy purporting to 

be executed by a corporation shall be presumed to be valid and the burden of proving invalidity 

shall rest on any challenger. A proxy purporting to be executed by a partnership shall be 

presumed to be valid and the burden of proving invalidity shall rest on any challenger. Unless a 

higher percentage of affirmative votes is required by the Charter Act, these Bylaws, applicable 

stock exchange rules or regulations, or other applicable Federal law, rules, or regulations, the 

stockholders will have approved any matter if, at a meeting at which a quorum is present, the 

votes cast by the stockholders present, either in person or by proxy and entitled to vote thereon, 

in favor of such matter exceed the votes cast by such stockholders against such matter. 

(b) Except as provided in Section 308 (b) of the Charter Act, members of the Board of

Directors shall be elected by a majority of the votes cast in person or by proxy at any meeting 

that includes the election of directors at which a quorum is present, provided that if (i) the 

number of nominees exceeds the number of directors to be elected or (ii) the Secretary of the 

Corporation received notice that a stockholder nominated a person for election to the Board of 

Directors in accordance with Section 4.21 of these Bylaws, and that nomination has not been 

withdrawn by the stockholder on or before the tenth day preceding the date the corporation first 

mails its meeting notice to stockholders, the directors are to be elected by a plurality of the votes 

cast in person or by proxy. For purposes of this Section, a majority of the votes cast means that 

the number of shares voted “for” a director must exceed the number of votes cast “against” that 

director. For purposes of this Section, if plurality voting is applicable to the election of directors 

at any meeting, the director nominees who receive the highest number of votes cast “for”, 

without regard to votes cast “against,” shall be elected as directors up to the total number of 

directors to be elected at that meeting. Abstentions and broker non-votes will not count as a 

vote cast with respect to a director’s election. 

(c) If an incumbent director fails to receive the required vote for re-election, the

Nominating and Corporate Governance Committee will review the director’s previously 

submitted irrevocable resignation (which is contingent upon (i) his or her failure to receive the 

required vote and (ii) Board acceptance of such resignation), will act on an expedited basis to 

determine whether to accept such director’s resignation, and will submit such recommendation 

for prompt consideration by the Board. The Board expects the director whose resignation is 

under consideration to abstain from participating in any decision regarding that resignation. The 

Nominating and Corporate Governance Committee and the Board may consider any factors 

they deem relevant in deciding whether to accept a director’s resignation. The Board will 

publicly disclose (in accordance with Section 3.12 of these Bylaws) its decision regarding the 

tendered resignation and the rationale for the decision within 90 days after the date of 

certification of the election results. If such incumbent director’s resignation is not accepted by 
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the Board, such director will continue to serve until the next meeting that includes the election of 

directors and until his or her successor is chosen and qualified, or his or her death, resignation, 

or retirement or removal in accordance with applicable law or regulation, whichever event shall 

first occur. If a director’s resignation is accepted by the Board, or if a nominee for director is not 

elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may 

fill any resulting vacancy pursuant to the provisions of Section 308(b) of the Charter Act. 

Section 3.09. Inspectors of Votes. The Board of Directors, in advance of any meeting of 

stockholders, shall appoint one or more Inspectors of Votes to act at the meeting or any 

adjournment thereof and make a written report thereof. One or more persons may be 

designated as alternates to replace any Inspector of Votes who fails to act. In case any person 

so appointed Inspector of Votes or alternate resigns or fails to act, the vacancy shall be filled by 

appointment made by the chairman of the meeting. The Inspectors of Votes shall (a) ascertain 

the number of shares outstanding and the voting power of each and determine all questions 

concerning the qualification of voters; (b) determine the shares represented at the meeting and 

the validity of proxies and ballots; (c) determine all questions concerning the acceptance or 

rejection of votes and, with respect to each vote by ballot, shall collect and count all votes and 

ballots; (d) determine and retain for a reasonable period a record of the disposition of any 

challenges made to any determination by the Inspectors of Votes; and (e) report in writing to the 

secretary of the meeting their determination of the number of shares represented at the 

meeting, and their count of all votes and ballots. The Inspectors of Votes need not be 

stockholders of the corporation. No person who is an officer or Member of the Board of 

Directors of the corporation, or who is a candidate for election as a Member of the Board of 

Directors, shall be eligible to be an Inspector of Votes. Any report or certificate by the 

Inspectors of Votes shall be prima facie evidence of the facts stated and of the votes as certified 

by them. 

Section 3.10. Stockholder Notices to the Corporation. Whenever notice is to be given to the 

corporation by a stockholder under any provision of law or of these Bylaws, such notice shall be 

delivered to the Secretary at the principal executive offices of the corporation. If delivered by 

electronic mail or facsimile, the stockholder’s notice shall be directed to the Secretary at the 

electronic mail address or facsimile number, as the case may be, specified in the corporation’s 

most recent proxy statement. 

Section 3.11. Conduct of Meetings. The date and time of the opening and the closing of the 

polls for each matter upon which the stockholders will vote at a meeting shall be announced at 

such meeting by the person presiding over the meeting. The Board of Directors may adopt by 

resolution such rules or regulations for the conduct of meetings of stockholders as it shall deem 

appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the 

Board of Directors, the chair of any meeting of stockholders shall have the right and authority to 

prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of 

such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or 

procedures, whether adopted by the Board of Directors or prescribed by the chair of the 

meeting, may include, without limitation, the following: (a) the establishment of an agenda or 

order of business for the meeting; (b) rules and procedures for maintaining order at the meeting 

and the safety of those present; (c) limitations on attendance at or participation in the meeting to 

stockholders of record of the corporation, their duly authorized and constituted proxies, or such 

other persons as the chair shall permit; (d) restrictions on entry to the meeting after the time 

fixed for the commencement thereof; and (e) limitations on the time allotted to questions or 

comments by participants. Meetings of stockholders shall not be required to be held in 

accordance with rules of parliamentary procedure. 
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Section 3.12. Notice of Business to be Brought Before an Annual Meeting. At an annual 

meeting of the stockholders, only such business shall be conducted as shall have been properly 

brought before the meeting. To be properly brought before an annual meeting, business must 

be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction 

of the Board of Directors; (b) otherwise properly brought before the meeting by or at the 

direction of the Board of Directors; or (c) otherwise properly brought before the meeting by a 

stockholder. For business to be properly brought before an annual meeting by a stockholder 

(other than the nomination of a person for election as a director, which is governed by Section 

4.21 of these Bylaws), the stockholder must have given timely notice thereof in writing to the 

Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed 

and received at the principal executive offices of the corporation not earlier than the close of 

business on the 120th day and not later than the close of business on the 60th day prior to the 

first anniversary of the preceding year’s annual meeting; provided, however, that in the event 

that the date of the annual meeting is more than 30 days before or more than 60 days after such 

anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 

close of business on the 120th day prior to such annual meeting and not later than the close of 

business on the later of the 60th day prior to such annual meeting and the 10th day following the 

day on which public disclosure of the date of such meeting is first made by the corporation. In 

no event shall the public disclosure of an adjournment of an annual meeting commence a new 

time period for the giving of a stockholder’s notice as described above. (For purposes of these 

Bylaws, public disclosure shall be deemed to include a disclosure made in a press release 

reported by the Dow Jones News Services, Associated Press or a comparable national news 

service or in a document filed by the corporation with the Securities and Exchange Commission 

pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.) A stockholder’s 

notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before 

the annual meeting (A) a brief description of the business desired to be brought before the 

annual meeting and the reasons for conducting such business at the annual meeting; (B) the 

name and address, as they appear on the corporation’s books, of the stockholder proposing 

such business; (C) the class and number of shares of the corporation that are beneficially 

owned by the stockholder; and (D) any material interest of the stockholder in such business. 

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at 

any annual meeting except in accordance with the procedures set forth in this Section 3.12. 

The chair of the annual meeting shall, if the facts warrant, determine and declare to the meeting 

that business was not properly brought before the meeting in accordance with the provisions of 

this Section 3.12, and if he or she should so determine, he or she shall so declare to the 

meeting and any such business not properly brought before the meeting shall not be transacted. 

Article 4: The Board of Directors

Section 4.01. General Policies. General policies governing the operations of the corporation 

shall be determined by the Board of Directors. 

Section 4.02. Membership. The Board of Directors shall consist of those Members appointed 

and elected as provided by law. 

Section 4.03. Term of Members. Each Member shall hold office for the term for which he is 

elected or appointed and until his successor is chosen and qualified, or his death, resignation, 

or retirement or removal in accordance with applicable law or regulation, whichever event shall 

first occur. 
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Section 4.04. Regular Meetings. The Board of Directors shall meet in regular meetings at such 

times as shall be determined by the Board from time to time, except as provided in section 4.05

and except when the Chairman of the Board shall notify the Secretary of a different date prior to 

a scheduled regular meeting. Each regular meeting shall be held at the principal office of the 

corporation in the District of Columbia, unless special provision is made by the Board, in 

advance of any such regular meeting, to hold that meeting at another place, either within or 

without the District of Columbia. 

Section 4.05. Annual Meeting. Immediately following the annual meeting of the stockholders, 

the Board of Directors shall meet each year for the purpose of considering any business that 

may properly be brought before the meeting, and such annual meeting of the Board shall be a 

regular meeting. 

Section 4.06. Special Meetings. Other meetings of the Board of Directors may be held upon 

the call of the Chairman of the Board of Directors, or of a majority of the then incumbent 

Members of the Board. Each special meeting shall be held at the principal office in the District 

of Columbia unless the Chairman of the Board prescribes and the notice specifies another 

place. 

Section 4.07. Notice of Meetings — Waiver. No notice of any kind to Members of the Board of 

Directors shall be necessary for any regular meeting that is held on a date determined by the 

Board, or for the annual meeting. In the case of a regular meeting on a different date, notice 

shall be given to each Member by the Secretary; in the case of a special meeting, notice shall 

be given to each Member by the Secretary at the direction of the calling authority. Such notice 

shall be in writing and sent to the address on file with the Secretary of the corporation not later 

than during the third day immediately preceding the day for the meeting; or by word of mouth, 

telephone, facsimile or electronic mail, directed to the telephone number, facsimile number or 

electronic mail address, as the case may be, on file with the Secretary of the corporation, not 

later than during the second day immediately preceding the day for the meeting. The 

attendance of any Member at a meeting shall constitute a waiver of notice by such Member, 

except where such Member attends for the express purpose of protesting at the beginning of 

the meeting the lack of notice of the meeting. Neither the business to be transacted at, nor the 

purpose of, any meeting of the Board of Directors need be specified in the notice of the meeting. 

Section 4.08. The Chairman of the Board of Directors. The Chairman of the Board of Directors 

may be chosen by the Board at any meeting of the Board from among the Members, and his 

tenure shall commence immediately and continue until the next succeeding annual meeting of 

the Board, or until his successor is chosen, whichever occurs first. The Chairman of the Board 

(or in his absence another person designated by the Board of Directors) shall preside at all 

meetings of the Board of Directors and at meetings of stockholders. In addition, the Chairman 

of the Board shall have such powers and perform such duties as the Board may prescribe. 

Except as otherwise provided by law, the Charter Act, these Bylaws, or the Board, the Chairman 

shall have plenary authority to perform all duties as may be assigned to him from time to time by 

the Board. 

Section 4.08a. The Vice Chairman of the Board of Directors. The Board of Directors may from 

time to time elect from among the Members of the Board one or more Vice Chairmen of the 

Board. Any such Vice Chairman shall have such powers and shall perform such duties as the 

Board of Directors may prescribe or as the Chairman of the Board shall delegate to him. 
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Section 4.09. Quorum. The presence, in person or otherwise in accordance with section 4.18 

hereof, of a majority of the then incumbent Members of the Board of Directors or of a Board 

Committee, as applicable, at the time of any meeting of the Board or such Committee, shall 

constitute a quorum for the transaction of business. The act of the majority of such Members 

present at a meeting at which a quorum is present shall be the act of the Board of Directors 

unless the act of a greater number is required by these Bylaws. Members may not be 

represented by proxy at any meeting of the Board of Directors or a Board Committee. 

Section 4.10. Action Without a Meeting. Any policy or action that may be approved or taken at 

a meeting of the Board or of any Board Committee may be approved or taken without a meeting 

if all incumbent Members of the Board or the Committee, as the case may be, consent thereto in 

writing and the writings are filed with the minutes of the proceedings of the Board or the 

Committee. 

Section 4.11. Facsimile Signatures. The Board of Directors, the Chairman of the Board, the 

Chief Executive Officer or any designee of the Chief Executive Officer may authorize the use of 

facsimile signatures in lieu of manual signatures. 

Section 4.12. [Intentionally Left Blank]

Section 4.13. Audit Committee. The Board of Directors shall have an Audit Committee and, as 

required by Section 1239.5(b) of the FHFA Regulation, as the same may be amended from time 

to time, the Audit Committee shall comply with the charter, independence, composition, 

expertise and other requirements under section 301 of the Sarbanes-Oxley Act of 2002 and 

under rules issued by the New York Stock Exchange, as the same may be amended from time 

to time. 

Section 4.14. Compensation Committee. The Board of Directors shall have a Compensation 

Committee and, as required by Section 1239.5(b) of the FHFA Regulation, as the same may be 

amended from time to time, the Compensation Committee shall comply with the charter, 

independence, composition, expertise, duties, responsibilities, and other requirements set forth 

under the rules issued by the New York Stock Exchange, as the same may be amended from 

time to time. The duties of the Compensation Committee shall include overseeing the 

corporation’s compensation policies and plans for executive officers and employees and 

approving the compensation of principal officers of the corporation. 

Section 4.15. Nominating and Corporate Governance Committee. The Board of Directors shall 

have a Nominating and Corporate Governance Committee, as required by Section 1239.5(b) of 

the FHFA Regulation, as the same may be amended from time to time. The Nominating & 

Corporate Governance Committee shall comply with the charter, independence, composition, 

expertise and other requirements set forth under the rules issued by the New York Stock 

Exchange, as the same may be amended from time to time. 

Section 4.16. Risk Committee. The Board of Directors shall have a Risk Committee, as 

required by Section 1239.11(b) of the FHFA Regulation, as the same may be amended from 

time to time. The Risk Committee shall comply with the charter, independence, composition, 

expertise and other requirements set forth under the rules issued by the New York Stock 

Exchange, as the same may be amended from time to time. 

Section 4.17. Other Committees. In addition to the Audit, Compensation, Nominating and

Corporate Governance and Risk committees, the Board of Directors may by resolution 
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designate from among its Members such other committees as it deems appropriate, each of 

which, to the extent provided by resolution of the Board, may exercise all authority of the Board 

except that they shall not have the authority to take any of the following actions: 

1. The submission to stockholders of any action requiring stockholders’ authorization.

2. The filling of vacancies on the Board of Directors.

3. The fixing of compensation of the directors for serving on the Board.

4. The appointment or removal of the Chairman of the Board, Chief Executive Officer,

President, any Vice Chairman, and any Executive Vice President, except that vacancies

in established positions may be filled subject to ratification by the Board of Directors.

5. The amendment or repeal of these Bylaws or the adoption of new bylaws.

6. The declaration of dividends or the authorizing of the issuance of the corporation’s stock.

7. The amendment or repeal of any resolution of the Board which by its terms is not so

amendable or repealable.

8. The adoption of an agreement of merger or consolidation or the adoption of a certificate

of ownership and merger.

9. The recommendation to stockholders of the sale, lease or exchange of all or

substantially all of the corporation’s property and assets.

10. The recommendation to stockholders of a dissolution of the corporation or a revocation

of a dissolution.

The designation of any such committee and the delegation thereto of authority shall not alone 

relieve any director of any duty he owes the corporation. 

Section 4.18. Remote Meetings. Any meeting of the Board of Directors or any meeting of a 

Board Committee may be held with the Members of the Board or members of such Committee 

participating in such meeting by telephone or by any other means of communication by which all 

such persons participating in the meeting are able to speak to and hear one another. 

Section 4.19. Limitation on Liability. To the fullest extent permitted by Delaware statutory and 

decisional law, as amended or interpreted, no director of this corporation shall be personally 

liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as 

a director. This Section 4.19 does not affect the availability of equitable remedies for breach of 

fiduciary duties. 

Section 4.20. Eligibility to Make Nominations. Nominations of candidates for election as 

directors at an annual meeting of stockholders called for election of directors may be made (i) 

by any stockholder entitled to vote at such meeting only in accordance with the procedures 

established by Section 4.21 of these Bylaws, or (ii) by the Board of Directors or by a duly 

authorized Committee thereof. In order to be eligible for election as a director, any director 

nominee must first be nominated in accordance with the provisions of these Bylaws. 
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Section 4.21. Procedure for Nominations by Stockholders. Any stockholder entitled to vote for 

the election of a director at an annual meeting may nominate one or more persons for such 

election only if written notice of such stockholder’s intent to make such nomination is delivered 

to or mailed and received by the Secretary of the corporation. Such notice must be received by 

the Secretary not later than the following dates: with respect to an annual meeting of 

stockholders, not earlier than the close of business on the 120th day and not later than the close 

of business on the 60th day prior to the first anniversary of the preceding year’s annual meeting; 

provided, however, that in the event that the date of the annual meeting is more than 30 days 

before or more than 60 days after such anniversary date, notice by the stockholder to be timely 

must be so delivered not earlier than the close of business on the 120th day prior to such annual 

meeting and not later than the close of business on the later of the 60th day prior to such annual 

meeting and the 10th day following the day on which public disclosure of the date of such 

meeting is first made by the corporation. The written notice shall set forth: (1) the name, age, 

business address and residence address of each nominee proposed in such notice; (2) the 

principal occupation or employment of each such nominee; (3) the class of securities and the 

number of shares of capital stock of the corporation which are beneficially owned by each such 

nominee; and (4) such other information concerning each such nominee as would be required, 

under the rules of the Securities and Exchange Commission in a proxy statement soliciting 

proxies for the election of such nominee as a director. Such notice shall include a signed 

consent of each such nominee to serve as a director of the corporation, if elected and a 

statement whether such nominee, if elected, intends to tender, promptly following such 

nominee’s election or re-election, an irrevocable resignation effective upon such nominee’s 

failure to receive the required vote for re-election at the next meeting of stockholders at which 

such nominee faces re-election and upon acceptance of such resignation by the board of 

directors. The corporation may also require any proposed nominee to furnish such other 

information as may be reasonably required by the corporation to determine whether such 

proposed nominee is eligible to serve as an independent director of the corporation or that could 

be material to a reasonable stockholder’s understanding of independence, or lack thereof, of 

such nominee. 

Section 4.22. Compliance with Procedures. If the chair of the stockholders’ annual meeting 

determines that a nomination of any candidate for election as a director was not made in 

accordance with the applicable provisions of these Bylaws, such nomination shall be void. 

Article 5: The Officers

Section 5.01. Number. The principal officers of the corporation shall consist of the 

Chief Executive Officer, a President, one or more Vice Chairmen of the Board if the Board has 

elected to fill such position or positions, one or more Executive Vice Presidents and Senior Vice 

Presidents, a General Counsel, a Controller, a Treasurer, and a Secretary. There shall be such 

other officers, assistant officers, agents, and employees as may be deemed necessary. Any 

two or more offices may be held by the same person. 

Section 5.02. General Authority and Duties. All officers, agents, and employees of the 

corporation shall have such authority and perform such duties in the management and conduct 

of the business of the corporation as may be provided for in these Bylaws, as may be 

established by resolution of the Board of Directors not inconsistent with these Bylaws, as 

generally pertain to their respective offices, and as may be delegated to them in a manner not 

inconsistent with these Bylaws. 
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Section 5.03. Election, Tenure, and Qualifications. The principal officers shall be selected by 

the Board of Directors. Each officer shall hold office until his successor is chosen and qualified, 

or his death, resignation, retirement, or removal from office, whichever event shall first occur. 

Selection or appointment without express tenure, of an officer, agent, or employee shall not of 

itself create contract rights. 

Section 5.04. Removal. Any officer, agent, or employee may be removed by the Board of 

Directors. Any removal shall be in accordance with such procedures and safeguards as the

corporation may establish and shall be without prejudice to the contract rights, if any, of the 

person so removed. 

Section 5.05. Vacancies. Any vacancy in any office shall be filled in the manner prescribed in 

these Bylaws for selection or appointment to the office. 

Section 5.06. Chief Executive Officer. The Chief Executive Officer shall have the general 

powers and duties of supervision, management and direction over the business and policies of 

the corporation. The Chief Executive Officer shall see that all orders and resolutions of the 

Board of Directors and any committee thereof are carried into effect, and shall submit reports of 

the current operations of the corporation to the Board of Directors at regular meetings of the 

Board of Directors and in annual reports to the stockholders. 

Section 5.07. The President. The President shall have such powers and perform such duties 

as the Board of Directors may prescribe, or, if the President is not also the Chief Executive 

Officer, the Chief Executive Officer may delegate to him. 

Section 5.08. The Vice Presidents. Each Vice President shall have such powers and perform 

such duties as the Board of Directors may prescribe or as the Chief Executive Officer may 

delegate to him. 

Section 5.09. The Treasurer. The Treasurer shall, in general, perform all the duties ordinarily 

incident to the office of Treasurer and such other duties as may be assigned to him by the 

Board of Directors or by the Chief Executive Officer or his designee. The Treasurer shall render 

to the Board of Directors or the Chief Executive Officer or his designee, whenever the same 

shall be required, an account of all his transactions as Treasurer. The Treasurer shall, if 

required to do so by the Board, give the corporation a bond in such amount and with such 

surety or sureties as may be ordered by the Board for the faithful performance of the duties of 

his office and for the restoration to the corporation, in case of his death, resignation, retirement, 

or removal from office, of all books, papers, vouchers, money, and other property of whatever 

kind in his possession or under his control belonging to the corporation. The premium for any 

such bond shall be paid by the corporation. 

Section 5.10. The General Counsel. The General Counsel shall be the principal consulting 

officer of the corporation in all matters of legal significance or import; shall be responsible for 

and direct all counsel, attorneys, employees, and agents in the performance of all legal duties 

and services for and on behalf of the corporation; shall perform such other duties and have such 

other powers as are ordinarily incident to the office of the General Counsel; and shall perform 

such other duties as, from time to time, may be assigned to him by the Board of Directors or by 

the Chief Executive Officer. 

Section 5.11. The Secretary. The Secretary shall keep or cause to be kept in books provided 

for the purpose the minutes of the meetings of the Board of Directors and the minutes or 
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transcripts of the meetings of the stockholders; shall see that all notices are duly given as 

required by law and in accordance with the provisions of these Bylaws; shall be responsible for 

the custody and maintenance of all related records and the blank stock certificates of the 

corporation; shall be custodian of the records and of the seal of the corporation; and, in general, 

shall perform all the duties ordinarily incident to the office of Secretary and such other duties as 

may be assigned to him by the Board or by the Chief Executive Officer. The Secretary and any 

Assistant Secretary are expressly empowered to attest signatures of officers of the corporation 

and to affix the seal of the corporation to documents. 

Section 5.12. The Controller. The Controller shall keep full and accurate accounts of all 

assets, liabilities, commitments, receipts, disbursements, and other financial transactions of the 

corporation; and in general, shall perform all the duties ordinarily incident to the office of 

Controller and such other duties as may be assigned to him by the Board of Directors or by the 

Chief Executive Officer or his designee. 

Section 5.13. Assistant Officers. Each assistant to an officer, including but not limited to any 

Assistant Vice President, any Assistant Treasurer, any Assistant General Counsel, and any 

Assistant Secretary, and any other such assistant to any officer, shall perform such duties as 

are, from time to time, delegated to him by the officer to whom he is an assistant, by the Board 

of Directors or by the Executive Officer or his designee. At the request of the officer to whom he 

is an assistant, an assistant officer may temporarily perform the duties of that officer, and when 

so acting shall have the powers of and be subject to the restrictions imposed upon that officer. 

Section 5.14. Compensation. Subject to the approval of the Conservator, if so required, the 

compensation of the principal officers shall be fixed, from time to time, by the Board of Directors. 

Article 6: Indemnification

Section 6.01. General Indemnification. The Board of Directors may, in such cases or 

categories of cases as it deems appropriate, indemnify and hold harmless, or make provision for 

indemnifying and holding harmless, Members of the Board of Directors, officers, employees, 

and agents of the corporation, and persons who formerly held such positions, and the estates of 

any of them against any or all claims and liabilities (including reasonable legal fees and other 

expenses incurred in connection with such claims or liabilities) to which any such person shall 

have become subject by reason of his having held such a position or having allegedly taken or 

omitted to take any action in connection with such position. 

Section 6.02. Indemnification of Board Members and Officers. 

(a) To the fullest extent permitted by the Delaware General Corporation Law for a

corporation subject to such law, as the same exists or may hereafter be amended (but, in the 

case of any such amendment, only to the extent that such amendment permits a Delaware 

corporation to provide broader indemnification rights than said law permitted such corporation to 

provide prior to such amendment), the corporation will indemnify and hold harmless each 

Member of the Board and officer of the corporation or any subsidiary against any and all claims, 

liabilities, and expenses (including attorneys’ fees, judgments, fines, and amounts paid in 

settlement) actually and reasonably incurred and arising from any threatened, pending, or 

completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to 

which any such person shall have become subject by reason of having held such a position or 
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having allegedly taken or omitted to take any action in connection with any such position. 

However, the foregoing shall not apply to: 

i. any breach of such person’s duty of loyalty to the corporation or its stockholders;

ii. any act or omission by such person not in good faith or which involves intentional

misconduct or where such person had reasonable cause to believe his conduct

was unlawful, or

iii. any transaction from which such person derived any improper personal benefit.

(b) The decision concerning whether a particular indemnitee has satisfied the foregoing

shall be made by (i) the Board of Directors by a majority vote of a quorum consisting of 

Members who are not parties to the action, suit, or proceeding giving rise to the claim for 

indemnity (“Disinterested Directors”), whether or not such majority constitutes a quorum; (ii) a 

committee of Disinterested Directors designated by a majority vote of Disinterested Directors, 

whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors, or 

if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or (iv) 

a vote of the stockholders. 

(c) The Board of Directors may authorize the advancement of expenses to any Member

of the Board or officer, subject to a written undertaking to repay such advance if it is later 

determined that the indemnitee does not satisfy the standard of conduct required for 

indemnification. The Chairman of the Board is authorized to enter into contracts of 

indemnification with each Member and officer of the corporation with respect to the 

indemnification provided in the Bylaws and to renegotiate such contracts as necessary to reflect 

changing laws and business circumstances. 

Article 7: Amendments

Section 7.01. Actions by the Board of Directors. The Board of Directors has the power to alter, 

amend, or repeal any Certificate Provision or Bylaw Provision of these Bylaws, or to adopt new 

bylaws, either (i) by the affirmative vote of two-thirds of the then incumbent Members of the 

Board of Directors, with the exception of Section 2.10, or (ii) in the manner provided in Section 

4.10 of these Bylaws. Except by unanimous consent of all the then incumbent Members of the 

Board, no such action shall be undertaken until at least one week shall have elapsed from either 

(i) the introduction of the proposal at a meeting of the Board of Directors at which a quorum

shall have attended, or (ii) the circulation of such proposed action to all the then incumbent

Members of the Board. Any (i) new bylaw adopted by the Board of Directors and (ii) Certificate

Provision, as altered or amended by the Board of Directors pursuant to this Section 7.01, shall

be designated a “Certificate Provision” for all purposes under these Bylaws unless, by the

affirmative vote of two-thirds of the then incumbent Members of the Board of Directors, the

Board of Directors shall approve the designation of such bylaw as a “Bylaw Provision” for all

purposes under these Bylaws.

Section 7.02. Actions by the Stockholders. 

(a) Bylaw Provisions. The stockholders have the power to alter, amend, or repeal any

Bylaw Provision, or to adopt any new bylaw, the subject matter of which is the subject matter of 

a Bylaw Provision, by the affirmative vote of a majority of the stock issued and outstanding and 
15

entitled to vote at any regular meeting of the stockholders or at any special meeting of the 

stockholders if notice of such proposed action be contained in the notice of such special 

meeting; provided, however, that notwithstanding the foregoing, the stockholders shall not have 

the power to alter, amend or repeal any Bylaw Provision, or adopt any new bylaw, if (i) such 

Bylaw Provision, as proposed to be altered or amended, or the repeal of such Bylaw Provision, 

or the new bylaw proposed for adoption, is or would be inconsistent with the Charter Act or 

other Federal law, rules, and regulations or the safe and sound operations of the corporation, in 

each case as determined by the applicable regulator, (ii) the subject matter of such Bylaw 

Provision, as proposed to be altered or amended, or the subject matter of the new bylaw 

proposed for adoption is the subject matter of any Certificate Provision, or (iii) such Bylaw 

Provision, as proposed to be altered or amended, or the repeal of such Bylaw Provision, or the 

new bylaw proposed for adoption is or would be inconsistent with any Certificate Provision. 

Notwithstanding anything to the contrary herein, any action by the stockholders pursuant to 

Section 7.02 shall be null and void, without legal effect, if such action shall violate any law, rule 

or regulation by any government authority applicable to this corporation, including, without 

limitation, the Charter Act, or any rule, regulation or other requirement of any stock exchange on 

which the stock of this corporation is then listed. For the avoidance of doubt, any proposed 

action by the stockholders pursuant to this Section 7.02 will be subject to Article 8 of these 

Bylaws. 

(b) Certificate Provisions. The stockholders may not alter, amend, repeal or adopt any

Certificate Provision unless such action is explicitly authorized and referred to the stockholders 

by the Board of Directors. No such authorization and referral shall be made by the Board of 

Directors unless such authorization and referral is approved pursuant to the procedures set forth 

in Section 7.01. For the avoidance of doubt, this Section 7.02(b) in no way obligates the Board 

of Directors to seek stockholder approval for any action pursuant to Section 7.01. 

Article 8: Regulatory Powers

Nothing in these Bylaws shall be deemed to affect the regulatory or conservatorship powers of 

the Federal Housing Finance Agency under the Federal Housing Enterprises Financial Safety 

and Soundness Act of 1992, Title XIII, P.L. 102-550, as amended by the Federal Housing 

Finance Regulatory Reform Act of 2008, P.L. 110-289.