12 U.S.C. § 1452 : US Code - Section 1452: Federal Home Loan Mortgage Corporation

Search 12 U.S.C. § 1452 : US Code - Section 1452: Federal Home Loan Mortgage Corporation

(a) Creation; Board of Directors; policies; principal office;
membership; term; vacancies
(1) There is hereby created the Federal Home Loan Mortgage
Corporation, which shall be a body corporate under the direction of
a Board of Directors. Within the limitations of law and regulation,
the Board of Directors shall determine the general policies that
govern the operations of the Corporation. The principal office of
the Corporation shall be in the District of Columbia or at any
other place determined by the Corporation.
(2)(A) The Board of Directors of the Corporation shall consist of
18 persons, 5 of whom shall be appointed annually by the President
of the United States and the remainder of whom shall be elected
annually by the voting common stockholders. The Board of Directors
shall at all times have as members appointed by the President of
the United States at least 1 person from the homebuilding industry,
at least 1 person from the mortgage lending industry, at least 1
person from the real estate industry, and at least 1 person from an
organization that has represented consumer or community interests
for not less than 2 years or 1 person who has demonstrated a career
commitment to the provision of housing for low-income households.
(B) Each member of the Board of Directors shall be such or
elected for a term ending on the date of the next annual meeting of
the voting common stockholders, except that any appointed member
may be removed from office by the President for good cause.
(C) Any appointive seat on the Board of Directors that becomes
vacant shall be filled by appointment by the President of the
United States, but only for the unexpired portion of the term. Any
elective seat on the Board of Directors that becomes vacant after
the annual election of the directors shall be filled by the Board
of Directors, but only for the unexpired portion of the term.
(D) Any member of the Board of Directors who is a full-time
officer or employee of the Federal Government shall not, as such
member, receive compensation for services as such a member.
(b) Capital distributions; limitation
(1) Except as provided in paragraph (2), the Corporation may make
such capital distributions (as such term is defined in section 4502
of this title) as may be declared by the Board of Directors.
(2) The Corporation may not make any capital distribution that
would decrease the total capital of the Corporation (as such term
is defined in section 4502 of this title) to an amount less than
the risk-based capital level for the Corporation established under
section 4611 of this title or that would decrease the core capital
of the Corporation (as such term is defined in section 4502 of this
title) to an amount less than the minimum capital level for the
Corporation established under section 4612 of this title, without
prior written approval of the distribution by the Director of the
Office of Federal Housing Enterprise Oversight of the Department of
Housing and Urban Development.
(c) Powers of the Corporation
The Corporation shall have power (1) to adopt, alter, and use a
corporate seal; (2) to have succession until dissolved by Act of
Congress; (3) to make and enforce such bylaws, rules, and
regulations as may be necessary or appropriate to carry out the
purposes or provisions of this chapter; (4) to make and perform
contracts, agreements, and commitments; (5) to prescribe and impose
fees and charges for services by the Corporation; (6) to settle,
adjust, and compromise, and with or without consideration or
benefit to the Corporation to release or waive in whole or in part,
in advance or otherwise, any claim, demand, or right of, by, or
against the Corporation; (7) to sue and be sued, complain and
defend, in any State, Federal, or other court; (8) to acquire,
take, hold, and own, and to deal with and dispose of any property;
and (9) to determine its necessary expenditures and the manner in
which the same shall be incurred, allowed, and paid, and appoint,
employ, and fix and provide for the compensation and benefits of
officers, employees, attorneys, and agents as the Board of
Directors determines reasonable and comparable with compensation
for employment in other similar businesses (including publicly held
financial institutions or other major financial services companies)
involving similar duties and responsibilities, except that a
significant portion of potential compensation of all executive
officers (as such term is defined in subsection (h)(3) of this
section) of the Corporation shall be based on the performance of
the Corporation, all without regard to any other law except as may
be provided by the Corporation or by laws hereafter enacted by the
Congress expressly in limitation of this sentence. The Corporation,
with the consent of any such department, establishment, or
instrumentality, including any field services thereof, may utilize
and act through any such department, establishment, or
instrumentality and may avail itself of the use of information,
services, facilities, and personnel thereof, and may pay
compensation therefor, and all of the foregoing are hereby
authorized to provide the same to the Corporation as it may
request.
(d) Investment of funds; designation as depositary, custodian, or
agent for Corporation of any Federal Reserve bank, Federal home
loan bank, or any bank designated as depositary of public money
Funds of the Corporation may be invested in such investments as
the Board of Directors may prescribe. Any Federal Reserve bank or
Federal home loan bank, or any bank as to which at the time of its
designation by the Corporation there is outstanding a designation
by the Secretary of the Treasury as a general or other depositary
of public money, may be designated by the Corporation as a
depositary or custodian or as a fiscal or other agent of the
Corporation, and is hereby authorized to act as such depositary,
custodian, or agent. When designated for that purpose by the
Secretary of the Treasury, the Corporation shall be a depositary of
public money, under such regulations as may be prescribed by the
Secretary of the Treasury, and may also be employed as fiscal or
other agent of the United States, and it shall perform all such
reasonable duties as such depositary or agent as may be required of
it.
(e) Exemption from Federal, State, and local taxation; exception;
applicability of other provisions
The Corporation, including its franchise, activities, capital,
reserves, surplus, and income, shall be exempt from all taxation
now or hereafter imposed by any territory, dependency, or
possession of the United States or by any State, county,
municipality, or local taxing authority, except that any real
property of the Corporation shall be subject to State, territorial,
county, municipal, or local taxation to the same extent according
to its value as other real property is taxed.
(f) Actions by and against the Corporation; jurisdiction; removal
of actions; attachment or execution issued against the
Corporation
Notwithstanding section 1349 of title 28 or any other provision
of law, (1) the Corporation shall be deemed to be an agency
included in sections 1345 and 1442 of such title 28; (2) all civil
actions to which the Corporation is a party shall be deemed to
arise under the laws of the United States, and the district courts
of the United States shall have original jurisdiction of all such
actions, without regard to amount or value; and (3) any civil or
other action, case or controversy in a court of a State, or in any
court other than a district court of the United States, to which
the Corporation is a party may at any time before the trial thereof
be removed by the Corporation, without the giving of any bond or
security, to the district court of the United States for the
district and division embracing the place where the same is
pending, or, if there is no such district court, to the district
court of the United States for the district in which the principal
office of the Corporation is located, by following any procedure
for removal of causes in effect at the time of such removal.
(g) Mortgages, obligations, or other securities sold by Corporation
deemed lawful investments for security purposes
All mortgages, obligations, or other securities which are or have
been sold by the Corporation pursuant to section 1454 or section
1455 of this title shall be lawful investments, and may be accepted
as security for all fiduciary, trust, and public funds, the
investment or deposits of which shall be under the authority and
control of the United States or any officers thereof.
(h) Report on comparability of compensation policies and financial
performance of Corporation and payments earned by executive
officers; prohibition on payments to terminated executive
officers
(1) Not later than June 30, 1993, and annually thereafter, the
Corporation shall submit a report to the Committee on Banking,
Finance and Urban Affairs of the House of Representatives and the
Committee on Banking, Housing, and Urban Affairs of the Senate on
(A) the comparability of the compensation policies of the
Corporation with the compensation policies of other similar
businesses, (B) in the aggregate, the percentage of total cash
compensation and payments under employee benefit plans (which shall
be defined in a manner consistent with the Corporation's proxy
statement for the annual meeting of shareholders for the preceding
year) earned by executive officers of the Corporation during the
preceding year that was based on the Corporation's performance, and
(C) the comparability of the Corporation's financial performance
with the performance of other similar businesses. The report shall
include a copy of the Corporation's proxy statement for the annual
meeting of shareholders for the preceding year.
(2) Notwithstanding the first sentence of subsection (c) of this
section, after October 28, 1992, the Corporation may not enter into
any agreement or contract to provide any payment of money or other
thing of current or potential value in connection with the
termination of employment of any executive officer of the
Corporation, unless such agreement or contract is approved in
advance by the Director of the Office of Federal Housing Enterprise
Oversight of the Department of Housing and Urban Development. The
Director may not approve any such agreement or contract unless the
Director determines that the benefits provided under the agreement
or contract are comparable to benefits under such agreements for
officers of other public and private entities involved in financial
services and housing interests who have comparable duties and
responsibilities. For purposes of this paragraph, any
renegotiation, amendment, or change after October 28, 1992, to any
such agreement or contract entered into on or before October 28,
1992, shall be considered entering into an agreement or contract.
(3) For purposes of this subsection, the term "executive officer"
has the meaning given the term in section 4502 of this title.