SECTION I. Authority and Purpose
The Management and Budget Committee (“Committee”) of the Board of Directors (“Board”) of the Federal Reserve Bank of New York (“Bank”) operates pursuant to the bylaws of the Bank and consistent with the applicable policies of the Board of Governors of the Federal Reserve System (“Board of Governors”).

The Committee is appointed by the Board for the purpose of assisting it in reviewing and endorsing the Bank’s strategic plan, budget and self-evaluation of its performance prepared by Bank management, prior to submission to the Board of Governors for action.
SECTION II. Committee Membership
The Committee shall consist of no fewer than three members and no more than five members. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Committee members may be replaced by the Board. At least one member of the Committee shall also be a member of the Audit and Risk Committee of the Board.
SECTION III. Meetings
The Committee shall meet as often as it determines, but not less frequently than triannually. A majority of the current members of the Committee shall constitute a quorum for the transaction of business, and action at a meeting by the Committee shall be upon the vote of a majority of those present at any meeting at which a quorum is present. The Committee shall meet at least once per year with the Principal Financial Officer and the Product Director and/or Product Manager for the Wholesale Product Office.

The Corporate Secretary, in consultation with, and subject to the oversight of, the Committee Chair, will prepare meeting agendas and distribute agendas and other briefing materials to Committee members in advance of meetings. The Corporate Secretary will ensure that meeting minutes are prepared.
SECTION IV. Notational Voting
The Committee may transact business though notational voting subject to the following restrictions:

(a) notational voting shall be allowed only for routine matters, such as the annual approval of Committee charters;

(b) the decision to allow notational voting on any particular matter shall be subject to the approval of the Chair of the Committee;

(c) only actual votes shall be counted – silence shall not be interpreted as consent; and

(d) action by the Committee pursuant to notational voting shall be upon a vote of a majority of the Committee members

SECTION V. Committee Responsibilities
Except as otherwise prohibited in the Bank’s bylaws, the Committee is responsible for reviewing and endorsing the Bank’s strategic plan, the framework for compensation of the Bank’s senior executives (Senior Vice President and above) and any policies regarding such compensation, the budget and self-evaluation of the Bank’s performance prepared by Bank management, prior to submission to the Board of Governors for action.

Prior to approving the Bank’s budget, the Chair of the Committee shall consult with the Chair of the Audit and Risk Committee regarding the adequacy of the budget for the Bank’s Audit Function. Consistent with the Bank’s bylaws, all Class A Directors, and those Class B Directors who are affiliated with a thrift holding company, are prohibited from voting on or otherwise approving that specific portion of the Bank’s budget allocated to the Financial Institution Supervision Group although they may approve and/or vote on the Bank’s overall budget.

The Committee shall be responsible for providing oversight and guidance on the performance of strategic and material activities of the Bank, including but not limited to the activities of the Wholesale Product Office, which shall include receipt of reports from Bank senior management, including the Principal Financial Officer and the Product Director and/or Product Manager for the Wholesale Product Office.

The Committee shall make reports to the Board at least annually. The Committee shall review and reassess the adequacy of this Charter annually, confirm that all responsibilities outlined herein have been carried out, and recommend any proposed changes to the Board for approval.

The Committee shall perform an annual self-evaluation of the Committee’s performance of its responsibilities as stated in the Bank’s bylaws and this Charter.

Effective as of January 1, 2016