How may a bank limit the definition of executive officer?

Regulation O provides a specific method for a bank to exclude certain officers from the "executive officer" definition. A bank's board of directors may pass a resolution or amend the bank's bylaws to specify that an individual with a particular title does not participate in major policymaking functions. For this exclusion to be valid, the resolution must be passed in good faith, and the individual must, in fact, refrain from participating in such functions. This formal action by the board creates a clear record and a presumption that the individual is not an executive officer for the purposes of the regulation's restrictions.

A. While a written job description is important evidence, the formal regulatory mechanism for exclusion is a board resolution or bylaw amendment.
C. Not attending specific meetings is a supporting fact but is not, by itself, the formal method required by the regulation for exclusion.
D. Limiting access to information is a good internal control but is not the specific safe harbor provided in Regulation O.

1. Code of Federal Regulations. (2023). 12 CFR § 215.2(e)(2). U.S. Government Publishing Office. "A person is not an 'executive officer' if... the person is excluded, by resolution of the board of directors or by the bylaws of the bank... from participation... in major policymaking functions of the bank, and the person does not actually participate therein."

2. Boston University School of Law. (2019). Review of Banking & Financial Law, Vol. 38. Discussion on corporate governance and regulatory compliance, noting the procedural requirements of Regulation O for defining officer roles.