12 U.S.C. § 2279aa–2

Board of directors

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(a) In general(1) Establishment

The Corporation shall be under the management of the board of directors.

(2) CompositionThe 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) Vacancy(A) Elected members

Subject to paragraph (5), a vacancy among the members elected to the Board in the manner described in subparagraph (A) or (B) of paragraph (2) shall be filled by the 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 Board under paragraph (2)(C) shall be filled in the manner in which the original appointment was made.

(4) Continuation of membershipIf—(A) any member of the Board who was appointed or elected to the 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.(5) 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) 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 Board that becomes vacant after the annual election of the directors shall be filled by the members of the Board from the same category of directors, but only for the unexpired portion of the term.

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.

(6) Quorum

8 members of the Board shall constitute a quorum.

(7) No additional pay for Federal officers or employees

Members of the Board who are fulltime officers or employees of the United States shall receive no additional pay by reason of service on the Board.

(8) Chairperson

The President shall designate 1 of the members of the Board who are appointed by the President as the chairperson of the Board.

(9) Meetings

The Board shall meet at the call of the chairperson or a majority of its members.

(b) 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.

(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; Pub. L. 115–334, title V, § 5411(43), Dec. 20, 2018, 132 Stat. 4684.)Editorial NotesAmendments

2018—Subsec. (a). Pub. L. 115–334, § 5411(43)(A)–(C)(i), redesignated subsec. (b) as (a), substituted “In general” for “Permanent board” in heading and “Board” for “permanent board” wherever appearing in text, and struck out former subsec. (a) which established an interim board of directors until the first meeting of a permanent board of directors.

Subsec. (a)(1). Pub. L. 115–334, § 5411(43)(B), added par. (1) and struck out former par. (1) which required the Corporation to establish a permanent board of directors for financial institutions once certain thresholds were met.

Subsec. (a)(3). Pub. L. 115–334, § 5411(43)(C)(ii)–(iv), redesignated par. (4) as (3), substituted “paragraph (5)” for “paragraph (6)” in subpar. (A), and struck out former par. (3) which set a date by which the presidential appointees to the permanent board were to be appointed.

Subsec. (a)(4) to (10). Pub. L. 115–334, § 5411(43)(C)(iii), redesignated pars. (5) to (10) as (4) to (9), respectively. Former par. (4) redesignated (3).

Subsecs. (b), (c). Pub. L. 115–334, § 5411(43)(D), redesignated subsec. (c) as (b). Former subsec. (b) redesignated (a).

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

Statutory Notes and Related SubsidiariesEffective Date of 1988 Amendment

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