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Type: FCA Regulation
PART 611 - ORGANIZATION
Subpart C - Election of Directors and Other Voting Procedures


611.360 Advisory votes.
(a) Each Farm Credit bank and association must establish and maintain written policies and procedures to implement advisory votes. Advisory votes must be held in accordance with the policies and procedures, which, at a minimum, must:
(1) Establish the timing, manner, and notice of the vote.
(i) Votes held due to a 15-percent or more increase in compensation must occur within 12 months after the fiscal year end in which the increase occurred.
(ii) Votes may be conducted in-person, by proxy, by mail, or any combination thereof.
(iii) If the vote will be held in connection with an annual meeting or director elections, notice of the advisory vote must be part of the Annual Meeting Information Statement, pursuant to 620.21(d) of this chapter.
(2) If an association, explain the process for petitioning for an advisory vote. Associations must allow stockholders to petition for advisory votes on senior officer compensation under 611.410.
(3) If a Farm Credit bank that allows stockholders to petition for advisory votes, explain the process for petitioning for an advisory vote.
(b) Advisory votes are subject to the requirements of 611.340 and the provisions of section 4.20 of the Act (12 U.S.C. 2208).
(c) Advisory votes must be cast using a “one-member, one-vote” voting scheme and are not subject to the provisions in 615.5230 of this chapter regarding weighted, cumulative, and other voting schemes.
(d) Each Farm Credit bank and association must make the disclosures required by 620.5(a)(11) of this chapter for advisory votes held during the annual reporting period.

[77 FR 60596, Oct. 3, 2012]

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