A national bank's board of directors may prescribe in its bylaws the manner in which its general business is conducted. This includes permitting the routine use of video teleconference technology to conduct the board's regular meetings. 03/29/99

Comptroller of the Currency

Administrator of National Banks

Northeastern District

Office of the District Counsel

1114 Avenue of the Americas, Suite 3900

Voice (212) 790-4010

New York, New York 10036-7780

Fax (212) 790-4058

Interpretive Letter #859

March 29, 1999

April 1999

12 USC 24(6)

12 CFR 7.2000

Dear [ ]:

This responds to your letter, dated February 18, 1999, requesting that the Office of the Comptroller of

the Currency (“OCC”) not object to the Board of Directors (“Board”) of the [

] (“Bank”), conducting regular meetings of the Board by means of video teleconference.

In your letter, you suggest that the routine use of video teleconferencing would be consistent with

federal banking law and regulations and with safe and sound banking practices. As discussed below,

the OCC will not object to the Bank’s proposal.

You indicate that the Board of the Bank has received from the OCC a waiver of the residency

requirements of 12 U.S.C. § 72 and that the directors, in fact, are located in different states. The

different locations of directors result in difficulties in coordinating the scheduling of meetings and the

attendance of the full Board at all regular meetings. You suggest permitting the Board to participate at

such meetings by means of video teleconference technology will enhance each director’s ability to fulfill

his statutory and fiduciary duties by making his attendance and participation at meetings more

convenient. In addition, use of video teleconferencing will enable directors to participate fully and

effectively in the meetings with less expenditure of time and expense to travel to the Bank’s main office

in Wilmington, Delaware, or to another designated location.

As you note, federal banking law does not specify the manner in which a national bank’s

Board must conduct its meetings. The National Bank Act, however, permits a national bank’s Board

“[t]o prescribe bylaws not inconsistent with law regulating the manner ..

ith less expenditure of time and expense to travel to the Bank’s main office

in Wilmington, Delaware, or to another designated location.

As you note, federal banking law does not specify the manner in which a national bank’s

Board must conduct its meetings. The National Bank Act, however, permits a national bank’s Board

“[t]o prescribe bylaws not inconsistent with law regulating the manner ... its general business [is to be]

conducted ...” 12 U.S.C. § 24(Sixth). This authority to adopt by-laws is sufficiently broad to include

the power to adopt procedures governing regular Board meetings, including the ability to conduct these

meetings by video teleconferencing. You note that the Bank has, in fact, already adopted in its by-laws

the Delaware General Corporation Law for its corporate governance procedures, and that this law

allows meetings to be conducted by means of conference telephone or similar communications

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8 Del. Code §141(i) (1998). OCC Interpretive Ruling 7.2000(b) accepts the Delaware General Corporation

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Law as a source of corporate governance procedures for national banks.

equipment. You further note that this method of conducting Board meeting is not inconsistent with

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federal banking law. Accordingly, the OCC will not object if the Board holds its regular meetings by

video teleconference.

Sincerely,

/s/

Jonathan H. Rushdoony

District Counsel