Our Board of Directors approve commercial loans and mortgage loans, they also approve a few investment decisions. Would they be considered an EO for Reg O purposes?

If not, would the secretary be an EO when all he does is sign the minutes and other certifications of resolutions?

I have read some interpretations and am confused as to what the correct answer would be.

Regulation O defines executive officers and insiders as follows:

"(e)(1) Executive officer of a company or bank means a person who participates or has authority to participate (other than in the capacity of a director) in major policymaking functions of the company or bank, whether or not the officer has an official title, the title designates the officer an assistant, or the officer is serving without salary or other compensation. 1 The chairman of the board, the president, every vice president, the cashier, the secretary, and the treasurer of a company or bank are considered executive officers, unless the officer is excluded, by resolution of the board of directors or by the bylaws of the bank or company, from participation (other than in the capacity of a director) in major policymaking functions of the bank or company, and the officer does not actually participate therein.

...(h) Insider means an executive officer, director, or principal shareholder, and includes any related interest of such a person."

Directors are insiders, and therefore covered by Regulation O - but unless they are an employee of the bank (or act in that capacity), they wouldn't also be an executive officer.

I read a staff opinion interpreting Reg O and it says "Directors who approve excessive loans and investment security purchases are acting "otherwise than in the capacity of a director" are classifed as "Executive Officers" This is why I ask.

Are you saying that if the Board or a committee thereof approves loans in excess of a certain amount, they would be considered executive officers???

I'd like to see the staff opinion you reference. From the FRB?

I would also like to see that. if you have a reference or cite, please post it. Thanks

3--1065

"EXECUTIVE OFFICER"--Directors Approving Excessive Loans and Securities Purchases
Directors who approve excessive loans and investment securities purchases are acting "otherwise than in the capacity of a director" and are classified as "executive directors." STAFF OP. of March 4, 1968.
Authority: FRA § 22(g), 12 USC 375a; 12 CFR 215.2(d); FIRA §§ 901 and 801, 12 USC 1817(k)(1) and 1972(2)(G).

I guess why I asked is because all the other interpretations state "they are not considered an executive officer" and this didn't, that is why I ask.