FEDERAL DEPOSIT INSURANCE CORPORATION

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS

I, Robert E. Feldman, Executive Secretary of the Federal Deposit Insurance

Corporation, hereby certify that the attached is a true and correct copy of a

resolution (bearing Corporate Seal No. 061427) duly adopted by the Board of

Directors of said Corporation on the 11th day of December, 1996; as amended by a

resolution (bearing Corporate Seal No. 063808) duly adopted by the Board of

Directors of said Corporation on the 4th day of August, 1997; as amended by a

resolution (bearing Corporate Seal No. 065041) duly adopted by the Board of

Directors of said Corporation on the 26th day of May, 1998; as amended by a

resolution (bearing Corporate Seal No. 065229) duly adopted by the Board of

Directors of said Corporation on the 7th day of July, 1998; as amended by a

resolution (bearing Corporate Seal No. 066165) duly adopted by the Board of

Directors of said Corporation on the 19th day of January, 1999; as amended by a

resolution (bearing Corporate Seal No. 066303) duly adopted by the Board of

Directors of said Corporation on the 17th day of February, 1999; as amended by a

resolution (bearing Corporate Seal No. 066687) duly adopted by the Board of

Directors of said Corporation on the 17th day of June, 1999; as amended by a

resolution (bearing Corporate Seal No. 066939) duly adopted by the Board of

Directors of said Corporation on the 31st day of August, 1999; as amended by a

resolution (bearing Corporate Seal No. 067061) duly adopted by the Board of

Directors of said Corporation on the 29th day of September, 1999; as amended by a

resolution (bearing Corporate Seal No. 067334) duly adopted by the Board of

Directors of said Corporation on the 14th day of December, 1999; as amended by a

resolution (bearing Corporate Seal No. 070645) duly adopted by the Board of

Directors of said Corporation on the 13th day of June, 2002; as amended by a

resolution (bearing Corporate Seal No. 070911) duly adopted by the Board of

Directors of said Corporation on the 6th day of September, 2002; as amended by a

resolution (bearing Corporate Seal No. 072277) duly adopted by the Board of

Directors of said Corporation on the 6th day of April, 2004; as amended by a

resolution (bearing Corporate Seal No. 072761) duly adopted by the Board of

Directors of said Corporation on the 28th day of June, 2004; as amended by a

resolution (bearing Corporate Seal No. 073752) duly adopted by the Board of

Directors of said Corporation on the 6th day of October, 2005; as amended by a

resolution (bearing Corporate Seal No. 075354) duly adopted by the Board of

Directors of said Corporation on the 19th day of December, 2007; as amended,

effective July 21, 2011, by a resolution (bearing Corporate Seal No. 078996) duly

adopted by the Board of Directors of said Corporation on the 8th day of July,

2011; as amended by a resolution (bearing Corporate Seal No. 079816) duly adopted

by the Board of Directors of said Corporation on the 5th day of March, 2012; as

amended by a resolution (bearing Corporate Seal No. 081153) duly adopted by the

Board of Directors of said Corporation on the 9th day of July, 2013; and as

amended by a resolution (bearing Corporate Seal No. 083503) duly adopted by the

Board of Directors of said Corporation on the 28th day of July, 2016; and as

amended by a resolution (bearing Corporate Seal No. 084857) duly adopted by the

Board of Directors of said Corporation on the 25th day of January, 2018.

084868

(Seal)

IN WITNESS WHEREOF, I have hereunto

subscribed my name and caused the

seal of the Corporation to be affixed

hereto, in the City of Washington and

District of Columbia, this 25th day of

Executive Secretary

FEDERAL DEPOSIT INSURANCE CORPORATION

NOTE: This composite resolution is provided solely for information and the

convenience of the reader. Please do not cite the Seal number and date of

this composite document in any resolutions prepared for adoption by the Board of

Directors.

2018.
RESOLUTION

WHEREAS, Article V, section 1, of the bylaws of the Federal 

Deposit Insurance Corporation authorizes the Board of Directors 

to establish standing or special committees and to assign to 

those committees such functions and duties as the Board of 

Directors shall see fit; and

WHEREAS, the Board of Directors has heretofore established 

certain standing committees and delegated to those committees 

authority either to act on certain matters or to make 

recommendations to the Board of Directors on various matters 

presented to it; and

WHEREAS, it is the judgment of the Board of Directors that 

the Supervision Review Committee, the Committee on Liquidations, 

Loans and Purchases of Assets, and the Data Integrity Board be 

abolished, that a new Case Review Committee be established, that 

the Audit Committee continue with its stated membership and 

functions and duties unchanged, and that the Supervision Appeals 

Review Committee continue with its stated functions and duties 

unchanged and with only minor changes to its membership 

provisions; and

WHEREAS, by resolution bearing Seal No. 59817, the Board, 

on December 12, 1995, among other things, delegated to 

Corporation managers and committees the authority the Chief 

Executive Officer of the Resolution Trust Corporation (“RTC”) 
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had, prior to the termination of the RTC on December 31, 1995, 

delegated to RTC managers pursuant to various sections of the 

RTC Master Delegations of Authority, as modified, as attached 

and incorporated into such resolution (“Modified Master 

Delegations of Authority”); and

WHEREAS, the Board had specifically contemplated in 

resolution bearing Seal No. 59817 that each section of the 

Modified Master Delegations of Authority would be effective 

until such section is specifically revoked by the Board either 

in amendments to the Corporation’s delegations of authority or 

in any other resolution; and

WHEREAS, adoption of the standing committee structure set 

out hereinafter will effectively supersede the need for the 

existence of section XX(B) of the Modified Master Delegations of 

Authority, entitled “Delegations Regarding Contract Disputes.”

NOW, THEREFORE, BE IT RESOLVED, that the Supervision Review 

Committee, the Committee on Liquidations, Loans and Purchases of 

Assets, and the Data Integrity Board are hereby abolished and 

that the following standing committees, with the stated 

membership, functions and duties, and procedures, are hereby 

established or, as the case may be, reestablished:
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I. RESERVATION OF AUTHORITY TO THE BOARD OF DIRECTORS

 The functions and duties of the committees described 

hereafter in this Resolution are subject to the resolution of 

the Board of Directors bearing Seal No. 074956, dated June 19, 

2007, in which the Board of Directors, notwithstanding any 

delegations of authority to any committee of the Board or 

officer or employee of the Federal Deposit Insurance Corporation 

(“Corporation”) previously made or that thereafter may be made 

by the Board of Directors or any description of the specific 

powers and duties of the officers of the Corporation contained 

in the Bylaws, reserved to itself consideration of matters which 

would establish or change existing Corporation policy, could 

attract unusual attention or publicity, or would involve an 

issue of first impression.

II. CASE REVIEW COMMITTEE

A. Membership.

(1) The Case Review Committee shall be composed of:

a. one member, designated by the Chairperson of the Board 

of Directors of the Corporation, from among the three 

presidentially-appointed (internal) members of the Board of 

Directors;
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b. one Deputy or Special Assistant to each of the 

remaining four members of the Board of Directors; and

c. the General Counsel, who shall serve as a nonvoting 

member.

(2) The member of the Board of Directors designated in 

subparagraph A(1)a. shall serve as the chairperson of the Case 

Review Committee. In the event that the chairperson of the Case 

Review Committee is unable to continue to serve in this 

capacity, the Chairperson of the Board of Directors shall 

designate a replacement chairperson from among the 

presidentially-appointed (internal) members of the Board of 

Directors.

(3) In the event that a Case Review Committee member will 

be absent from any meeting of the Committee, the member of the 

Board of Directors on whose staff the Case Review Committee 

member serves may designate a substitute to act for the absent 

Committee member. In the event that the General Counsel will be 

absent from any meeting of the Committee, the General Counsel 

may designate a Deputy General Counsel to substitute for him or 

her. 

 

B. Review Authority for Administrative Enforcement 

Actions. The Case Review Committee shall have authority over:
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(1) proposed actions to remove, suspend, or prohibit an 

individual from participation in the conduct of the affairs of 

an insured depository institution under section 8(e)(1) and (2) 

of the Federal Deposit Insurance Act (Act), and proposed actions 

to temporarily suspend an individual under section 8(e)(3) of 

the Act;

(2) proposed actions to assess civil money penalties, 

except for civil money penalties under:

a. section 7(a)(1) of the Act for late, inaccurate, false 

or misleading filing of Reports of Condition and Income,

b. the Flood Disaster Protection Act for violations of 

flood insurance requirements, and

c. section 18(h) of the Act for failure to timely pay 

assessments;

(3) proposed actions to order the payment of restitution 

under section 8(b)(6) of the Act;

(4) proposed actions to suspend or prohibit an 

institution-affiliated party who is charged in any information,

indictment or complaint as set forth in section 8(g) of the Act; 

(5) any administrative enforcement actions that may affect 

Corporation policy, attract unusual attention or publicity, or 

involve an issue of first impression, as determined by the 

Director of the Division of Risk Management Supervision, the 

Director of the Division of Depositor and Consumer Protection, 
6

the Director of the Office of Complex Financial Institutions, 

the General Counsel, their respective designees, or the 

chairperson of the Case Review Committee; and

(6) proposed determinations of pattern and practice of 

discrimination in violation of the Equal Credit Opportunity Act 

or the Fair Housing Act that could result in the referral of a 

matter to the Attorney General or notice to the Secretary of

Housing and Urban Development.

C. Functions and Duties.

(1) The Case Review Committee shall review in advance and 

determine whether or not to approve the issuance of orders or 

notices under delegated authority with respect to any proposed 

enforcement action described in subparagraphs B(1)–(5) or the 

proposed determination of a pattern and practice of 

discrimination described in subparagraph B(6), if the 

chairperson of the Committee determines that such prior review 

is appropriate.

a. When making a determination as to whether prior review 

and approval by the Case Review Committee of an order, notice, 

or proposed determination of a pattern and practice of 

discrimination is appropriate, the chairperson of the Case 

Review Committee may confer with the other members of the Board 

of Directors about matters that may affect Corporation policy, 
7

attract unusual attention or publicity, or involve an issue of 

first impression.

b. As part of an approval determination under 

subparagraph C(1), the Case Review Committee may place defined 

parameters or express limitations on the issuance of an order or 

notice under delegated authority or the proposed determination 

of a pattern and practice of discrimination.

(2) The Case Review Committee may consider and provide 

guidance on any matter related to administrative enforcement 

actions. The Committee shall exercise this function:

a. upon a request by the Director of the Division of Risk 

Management Supervision, the Director of the Division of 

Depositor and Consumer Protection, the Director of the Office of 

Complex Financial Institutions, or the General Counsel, or their 

respective designees, if the chairperson of the Committee 

determines that the request should be granted; or

b. upon a determination by the chairperson of the Case 

Review Committee that consideration of an enforcement-related 

matter is appropriate.

(3) The Case Review Committee may issue guidelines 

relating to administrative enforcement actions within the 

Committee’s review authority.
8

D. Limitations on Delegated Authority of Division and 

Office Directors.

(1) The Division of Risk Management Supervision, the 

Division of Depositor and Consumer Protection, and the Office of 

Complex Financial Institutions shall exercise delegated 

authority to issue notices and orders with respect to 

administrative enforcement actions (under subparagraph N of the 

resolution of the Board of Directors bearing Seal No. 071098, 

dated December 3, 2002, as amended) in a manner that is 

consistent with the requirements of subparagraph C.

(2) Notwithstanding subparagraph N(1) of the resolution 

of the Board of Directors bearing Seal No. 071098, dated 

December 3, 2002, as amended, which grants the relevant division 

and office directors and the General Counsel the authority to 

redelegate their authority related to enforcement actions, 

neither the division or office directors nor the General Counsel 

may sub-delegate their authority to issue or execute any 

required concurrent certifications on the following types of 

notices:

a. notices of intention to remove or prohibit under 

sections 8(e)(1) or (2) of the Act;

b. notices of assessment of civil money penalties under 

section 8(i) of the Act (except as excluded in subparagraphs 

B(2)a. – c.);
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c. notices of charges for restitution under section 

8(b)(6) of the Act; and

d. notices of removal or prohibition under section 8(g) 

of the Act.

E. Communication Firewall. 

(1) In order to preserve the impartiality of the members 

of the Board of Directors, who may be called to rule upon a 

recommended decision of an administrative law judge in an 

administrative enforcement proceeding, only the Deputies and/or 

Special Assistants to the Board members may consider substantive 

issues related to any administrative enforcement proceeding 

after the issuance of a notice in such a case. Such matters may 

not be considered or addressed by the Board members themselves 

during the pendency of the proceeding, nor may any information 

regarding these proceedings be communicated by the Deputies or 

Special Assistants to any Board members.

(2) Notwithstanding subparagraph E(1), the chairperson of 

the Case Review Committee may consider and determine whether an 

amended notice of charges against the same insured depository 

institution or institution-affiliated party should be considered 

by the full Case Review Committee under subparagraph C(1) prior 

to issuance, if the amended notice involves new or additional 
10

causes of action based upon evidence discovered or misconduct 

occurring subsequent to the issuance of the original notice.

III. AUDIT COMMITTEE

A. Membership. The Audit Committee shall be composed of

- one of either the Vice Chairperson of the Board 

of Directors or the Director (Appointive), as 

designated by the Board of Directors;

- one of either the Director (Comptroller of the 

Currency) or the Director (Director, Consumer 

Financial Protection Bureau), as designated by 

the Board of Directors; and

- a senior employee of the Corporation who reports 

directly to the Chairperson of the Board or one 

deputy to a member of the Board of Directors 

other than to a member who is serving on the 

Committee. Such individual shall be designated 

by the Board of Directors.

Members of the Audit Committee and the Chairperson of the 

Committee shall be designated by the Board of Directors of the 

Corporation, upon the recommendation of the Chairperson of the 

Board of Directors. Any member of the Committee may designate 
11

and authorize the most senior member of his or her staff within 

the substantive areas of responsibility related to cases before 

the Committee to act on his or her behalf in the event of the 

member’s absence or inability to attend meetings of the 

Committee, provided, however, that at least one of the members 

of the Audit Committee who is also a member of the Board of 

Directors shall participate in each meeting of the Committee. 

In the absence of the Chairperson of the Committee, or in the 

event of his or her inability to act as Chairperson, the senior 

staff member from time to time designated by the Chairperson of 

the Committee shall perform all of the duties and discharge all 

of the responsibilities of the Chairperson of the Committee. 

B. Functions and Duties. Except for matters pertaining 

to internal investigations, reports resulting from the Inspector 

General’s audit activities shall be referred to the Audit 

Committee. The Audit Committee shall--

(1) review reports of completed audits, request audit 

follow-up, if necessary, and submit recommendations 

with respect to the audit reports to the Chairperson’s 

office and the Board of Directors;

(2) oversee the Corporation’s financial reporting and 

internal controls, review and approve management’s 

annual plan for compliance with the Chief Financial 
12

Officers Act of 1990 and any amendments thereto, 

monitor management’s response to audit findings and 

recommendations, assess the sufficiency of the 

Corporation’s internal control structure, and ensure 

compliance with applicable laws and regulations and 

internal and external audit recommendations, all for 

the purpose of rendering advice to the Chairperson of 

the Board of Directors with respect to any matter 

relating to the Committee’s responsibilities; and

(3) perform such other duties as the Chairperson may 

prescribe including but not limited to the rendering 

of advice to the Chairperson with respect to staffing 

levels and the classification of positions for the 

Office of Inspector General and the expenditure of 

funds related to the Office of Inspector General.

IV. SUPERVISION APPEALS REVIEW COMMITTEE

A. Membership. The Supervision Appeals Review Committee 

shall be composed of four members as follows:

- the Chairperson or Vice Chairperson of the Board 

of Directors or Director (Appointive), as 

designated by the Chairperson of the Board of 
13

Directors, who shall serve as Chairperson of the 

Committee;

- one Deputy or Special Assistant, other than to a 

member who is serving on the Committee, to the 

Chairperson, Vice Chairperson, and Director 

(Appointive), as designated by the respective 

Board member; 

- the General Counsel, who shall serve as a nonvoting member.

Any member of the Committee may designate and authorize the most 

senior member of his or her staff within the substantive areas 

of responsibility related to cases before the Committee to act 

on his or her behalf in the event of the member’s absence or 

inability to attend meetings of the Committee. In the absence 

of the Chairperson of the Committee, or in the event of his or 

her inability to act as Chairperson, the senior staff member 

from time to time designated by the Chairperson of the Committee 

shall perform all of the duties and discharge all of the 

responsibilities of the Chairperson of the Committee. The 

Chairperson of the Board of Director’s may designate alternate 

member(s) to the Committee if there are vacancies. 

B. Functions and Duties. The Committee shall consider 

and decide appeals of material supervisory determinations as set 
14

forth in the Guidelines for Appeals of Material Supervisory 

Determinations, as amended from time-to-time by the Board of 

Directors.

V. ASSESSMENT APPEALS COMMITTEE

A. Membership. The Assessment Appeals Committee shall be 

composed of six members as follows:

- the Vice Chairperson of the Board of Directors or 

Director (Appointive), as designated by the 

Chairperson of the Board of Directors, who shall 

serve as Chairperson of the Committee;

- a Deputy or Special Assistant to the Chairperson 

of the Board of Directors, as designated by the 

Chairperson; 

- a Deputy or Special Assistant to the Director 

(Comptroller of the Currency);

- a Deputy or Special Assistant to the Director 

(Consumer Financial Protection Bureau); 

- a Deputy or Special Assistant, other than to the 

member who is serving on the Committee, to the 

Vice Chairperson or Director (Appointive), as 

designated by the respective Board member;
15

- the General Counsel, who shall serve as a nonvoting member.

Any member of the Committee may designate and authorize the most 

senior member of his or her staff within the substantive areas 

of responsibility related to cases before the Committee to act 

on his or her behalf in the event of the member’s absence or 

inability to attend meetings of the Committee. In the absence 

of the Chairperson of the Committee, or in the event of his or 

her inability to act as Chairperson, the senior staff member 

from time to time designated by the Chairperson of the Committee 

shall perform all of the responsibilities of the Chairperson of 

the Committee. The Chairperson of the Board of Directors may 

designate alternative member(s) for the Committee if vacancies 

occur. 

B. Functions and Duties. The Assessment Appeals Committee 

shall consider and decide appeals regarding assessment matters 

as provided in the Guidelines for Appeals of Deposit Insurance 

Assessment Determinations, as amended from time-to-time by the 

Board of Directors.
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VI. PROCEDURES

A. The chairperson of each standing committee will 

schedule meetings of the committee and appoint the members of 

any subcommittees established by the standing committee.

B. The standing committees will meet on a regular basis 

and shall periodically submit reports of their actions to the 

Board of Directors at such times as the Board shall determine. 

C. Although no permanent staff members are assigned to the 

committees, the committees may request staff assistance from the 

operating divisions and offices of the Corporation as necessary. 

Moreover, the committees may establish subcommittees and 

delegate some of their responsibilities to those subcommittees.

D. The standing committees may promulgate rules governing 

their operations and functions. 

E. Any senior staff member designated to attend a 

committee meeting on behalf of a member of any committee will be 

considered to be a member of that committee during any meeting 

he or she attends. In order for any such designation to be 

effective, the designation must be in writing and must be signed 

by the committee member. The original of each such designation 
17

must be filed with the Executive Secretary. Each designation

will be of indefinite duration unless the document making the 

designation specifically limits the duration or until the 

designee leaves the senior staff of the committee member.

VII. EFFECTIVE DATE

This resolution shall become effective upon enactment.

BE IT FURTHER RESOLVED, that resolution bearing Seal No. 

47580, dated October 5, 1989, as amended by resolutions bearing 

Seal Nos. 50873, 53930, 54142, 55911, 55910, 58467, 59960, and 

61244, dated, respectively, June 11, 1991, November 10 and 

December 8, 1992, September 21 and 28, 1993, March 21, 1995, and 

February 13 and October 29, 1996, is hereby superseded by this 

resolution.

BE IT FURTHER RESOLVED, that, in resolution bearing Seal 

No. 42579, dated March 17, 1987, as amended by resolutions 

bearing Seal Nos. 45205, 45886, 49112, 52581, 52790, 53930, 

55262, 55910, and 61244, dated, respectively, September 13, 

1988, June 12, 1990, March 24, April 21, and November 10, 1992, 

May 25 and September 28, 1993, and October 29, 1996; and 

resolution bearing Seal No. 47356, dated August 9, 1989, as 

amended by resolutions bearing Seal No. 49592, 53929, 53930, 

60985, and 61244, dated, respectively, September 11, 1990, 
18

November 10, 1992, and September 17 and October 29, 1996, the 

words “Committee on Liquidations, Loans, and Purchases of 

Assets” shall be deleted wherever they appear, and the words 

“Case Review Committee” shall be inserted in their place.

BE IT FURTHER RESOLVED, that section XX(B) of the Modified 

Master Delegations of Authority, entitled “Delegations Regarding 

Contract Disputes,” which the Board had incorporated into 

resolution bearing Seal No. 59817, dated December 12, 1995, as 

amended by resolution bearing Seal No. 060985, dated 

September 17, 1996, is hereby rescinded.