12 U.S. Code § 2279aa–2 - Board of directors

(a) Interim board
(1) Number and appointment
Until the permanent board of directors established in subsection (b) of this section first meets with a quorum of its members present, the Corporation shall be under the management of an interim board of directors composed of 9 members appointed by the President within 90 days after January 6, 1988, as follows:
(A) 3 members appointed from among persons who are representatives of banks, other financial institutions or entities, and insurance companies.
(B) 3 members appointed from among persons who are representatives of the Farm Credit System institutions.
(C) 2 members appointed from among persons who are farmers or ranchers who are not serving, and have not served, as directors or officers of any financial institution or entity, of which not more than 1 may be a stockholder of any Farm Credit System institution.
(D) 1 member appointed from among persons who represent the interests of the general public and are not serving, and have not served, as directors or officers of any financial institution or entity.
(2) Political affiliation
Not more than 5 members of the interim board shall be of the same political party.
(3) Vacancy
A vacancy in the interim board shall be filled in the manner in which the original appointment was made.
(4) Continuation of membership
If—
(A) any member of the interim board who was appointed to such board from among persons who are representatives of banks, other financial institutions or entities, insurance companies, or Farm Credit System institutions ceases to be such a representative; or
(B) any member who was appointed from among persons who are not or have not been directors or officers of any financial institution or entity becomes a director or an officer of any financial institution or entity;
such member may continue as a member for not longer than the 45-day period beginning on the date such member ceases to be such a representative or becomes such a director or officer, as the case may be.
(5) Terms
The members of the interim board shall be appointed for the life of such board.
(6) Quorum
5 members of the interim board shall constitute a quorum.
(7) Chairperson
The President shall designate 1 of the members of the interim board as the chairperson of the interim board.
(8) Meetings
The interim board shall meet at the call of the chairperson or a majority of its members.
(9) Voting common stock
(A) Initial offering
Upon the appointment of sufficient members of the interim board to convene a meeting with a quorum present, the interim board shall arrange for an initial offering of common stock and shall take whatever other actions are necessary to proceed with the operations of the Corporation.
(B) Purchasers
Subject to subparagraph (C), the voting common stock shall be offered to banks, other financial entities, insurance companies, and System institutions under such terms and conditions as the interim board may adopt.
(C) Distribution
The voting stock shall be fairly and broadly offered to ensure that no institution or institutions acquire a disproportionate amount of the total amount of voting common stock outstanding of a class and that capital contributions and issuances of voting common stock for the contributions are fairly distributed between entities eligible to hold class A and class B stock, as provided under section 2279aa–4 of this title.
(10) Termination
The interim board shall terminate when the permanent board of directors established in subsection (b) of this section first meets with a quorum present.
(b) Permanent board
(1) Establishment
Immediately after the date that banks, other financial institutions or entities, insurance companies, and System institutions have subscribed and fully paid for at least $20,000,000 of common stock of the Corporation, the Corporation shall arrange for the election and appointment of a permanent board of directors. After the termination of the interim board, the Corporation shall be under the management of the permanent board.
(2) Composition
The permanent board shall consist of 15 members, of which—
(A) 5 members shall be elected by holders of common stock that are insurance companies, banks, or other financial institutions or entities;
(B) 5 members shall be elected by holders of common stock that are Farm Credit System institutions; and
(C) 5 members shall be appointed by the President, by and with the advice and consent of the Senate—
(i) which members shall not be, or have been, officers or directors of any financial institutions or entities;
(ii) which members shall be representatives of the general public;
(iii) of which members not more than 3 shall be members of the same political party; and
(iv) of which members at least 2 shall be experienced in farming or ranching.
(3) Presidential appointees
The President shall appoint the members of the permanent board referred to in paragraph (2)(C) not later than the later of—
(A) the date referred to in paragraph (1); or
(B) the expiration of the 270-day period beginning on January 6, 1988.
(4) Vacancy
(A) Elected members
Subject to paragraph (6), a vacancy among the members elected to the permanent board in the manner described in subparagraph (A) or (B) of paragraph (2) shall be filled by the permanent board from among persons eligible for election to the position for which the vacancy exists.
(B) Appointed members
A vacancy among the members appointed to the permanent board under paragraph (2)(C) shall be filled in the manner in which the original appointment was made.
(5) Continuation of membership
If—
(A) any member of the permanent board who was appointed or elected to the permanent board from among persons who are representatives of banks, other financial institutions or entities, insurance companies, or Farm Credit System institutions ceases to be such a representative; or
(B) any member who was appointed from persons who are not or have not been directors or officers of any financial institution or entity becomes a director or an officer of any financial institution or entity;
such member may continue as a member for not longer than the 45-day period beginning on the date such member ceases to be such a representative, officer, or employee or becomes such a director or officer, as the case may be.
(6) Terms
(A) Appointed members
The members appointed by the President shall serve at the pleasure of the President.
(B) Elected members
The members elected under subparagraphs (A) and (B) of subsection (b)(2) of this section shall each be elected annually for a term ending on the date of the next annual meeting of the common stockholders of the Corporation and shall serve until their successors are elected and qualified. Any seat on the permanent board that becomes vacant after the annual election of the directors shall be filled by the members of the permanent board from the same category of directors, but only for the unexpired portion of the term.
(C) Vacancy appointment
Any member appointed to fill a vacancy occurring before the expiration of the term for which the predecessor of the member was appointed shall be appointed only for the remainder of such term.
(D) Service after expiration of term
A member may serve after the expiration of the term of the member until the successor of the member has taken office.
(7) Quorum
8 members of the permanent board shall constitute a quorum.
(8) No additional pay for Federal officers or employees
Members of the permanent board who are fulltime officers or employees of the United States shall receive no additional pay by reason of service on the permanent board.
(9) Chairperson
The President shall designate 1 of the members of the permanent board who are appointed by the President as the chairperson of the permanent board.
(10) Meetings
The permanent board shall meet at the call of the chairperson or a majority of its members.
(c) Officers and staff
The Board may appoint, employ, fix the pay of, and provide other allowances and benefits for such officers and employees of the Corporation as the Board determines to be appropriate.

Source

(Pub. L. 92–181, title VIII, § 8.2, as added Pub. L. 100–233, title VII, § 702,Jan. 6, 1988, 101 Stat. 1688; amended Pub. L. 100–399, title VI, § 601(b),Aug. 17, 1988, 102 Stat. 1005.)
Amendments

1988—Subsecs. (a)(1), (b)(3)(B). Pub. L. 100–399substituted “date of the enactment” for “effective date”, both of which for purposes of codification were translated as “January 6, 1988,”.
Effective Date of 1988 Amendment

Amendment by Pub. L. 100–399effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) ofPub. L. 100–399, set out as a note under section 2002 of this title.

 

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