The Federal Home Loan Bank Act (the Bank Act), at 12 U.S.C. 1421 et seq. and the Safety and Soundness Act at 12 U.S.C. 4526 as the authorizing statute and federal law respectively governing the Federal Home Loan Bank of Pittsburgh (Bank), along with the implementing rules and regulations of the Federal Housing Finance Agency (the Finance Agency) govern (emphasis added) the corporate governance and indemnification practices and procedures of the Bank. To the extent not inconsistent with the above, Finance Agency regulation 12 C.F.R. 1239.3, as of December 21, 2015 provides, that the Bank will elect to follow (emphasis added) a prescribed state or model code of substantive corporate law as it relates to: 1) the directors standard of care and 2) indemnification of directors.
Director Elections. Director elections are not conducted at stockholder meetings. Director elections and the votes each stockholder is entitled to cast are governed by the Bank Act and rules, regulations, and guidance promulgated by the Finance Agency, including 12 C.F.R. 1261.6 and any successor regulation.