16 U.S.C. § 831a : US Code - Section 831A: Membership, operation, and duties of the Board of Directors

Search 16 U.S.C. § 831a : US Code - Section 831A: Membership, operation, and duties of the Board of Directors

(a) Membership
(1) Appointment
The Board of Directors of the Corporation (referred to in this
chapter as the "Board") shall be composed of 9 members appointed
by the President by and with the advice and consent of the
Senate, at least 7 of whom shall be a legal resident of the
service area of the Corporation.
(2) Chairman
The members of the Board shall select 1 of the members to act
as chairman of the Board.
(b) Qualifications
To be eligible to be appointed as a member of the Board, an
individual -
(1) shall be a citizen of the United States;
(2) shall have management expertise relative to a large for-
profit or nonprofit corporate, government, or academic
structure;
(3) shall not be an employee of the Corporation;
(4) shall make full disclosure to Congress of any investment or
other financial interest that the individual holds in the energy
industry; and
(5) shall affirm support for the objectives and missions of the
Corporation, including being a national leader in technological
innovation, low-cost power, and environmental stewardship.
(c) Recommendations
In appointing members of the Board, the President shall -
(1) consider recommendations from such public officials as -
(A) the Governors of States in the service area;
(B) individual citizens;
(C) business, industrial, labor, electric power distribution,
environmental, civic, and service organizations; and
(D) the congressional delegations of the States in the
service area; and
(2) seek qualified members from among persons who reflect the
diversity, including the geographical diversity, and needs of the
service area of the Corporation.
(d) Terms
(1) In general
A member of the Board shall serve a term of 5 years. A member
of the Board whose term has expired may continue to serve after
the member's term has expired until the date on which a successor
takes office, except that the member shall not serve beyond the
end of the session of Congress in which the term of the member
expires.
(2) Vacancies
A member appointed to fill a vacancy on the Board occurring
before the expiration of the term for which the predecessor of
the member was appointed shall be appointed for the remainder of
that term.
(e) Quorum
(1) In general
Five of the members of the Board shall constitute a quorum for
the transaction of business.
(2) Vacancies
A vacancy on the Board shall not impair the power of the Board
to act.
(f) Compensation
(1) In general
A member of the Board shall be entitled to receive -
(A) a stipend of -
(i) $45,000 per year; or
(ii)(I) in the case of the chairman of any committee of the
Board created by the Board, $46,000 per year; or
(II) in the case of the chairman of the Board, $50,000 per
year; and
(B) travel expenses, including per diem in lieu of
subsistence, in the same manner as persons employed
intermittently in Government service under section 5703 of
title 5.
(2) Adjustments in stipends
The amount of the stipend under paragraph (1)(A)(i) shall be
adjusted by the same percentage, at the same time and manner, and
subject to the same limitations as are applicable to adjustments
under section 5318 of title 5.
(g) Duties
(1) In general
The Board shall -
(A) establish the broad goals, objectives, and policies of
the Corporation that are appropriate to carry out this chapter;
(B) develop long-range plans to guide the Corporation in
achieving the goals, objectives, and policies of the
Corporation and provide assistance to the chief executive
officer to achieve those goals, objectives, and policies;
(C) ensure that those goals, objectives, and policies are
achieved;
(D) approve an annual budget for the Corporation;
(E) adopt and submit to Congress a conflict-of-interest
policy applicable to members of the Board and employees of the
Corporation;
(F) establish a compensation plan for employees of the
Corporation in accordance with subsection (i) of this section;
(G) approve all compensation (including salary or any other
pay, bonuses, benefits, incentives, and any other form of
remuneration) of all managers and technical personnel that
report directly to the chief executive officer (including any
adjustment to compensation);
(H) ensure that all activities of the Corporation are carried
out in compliance with applicable law;
(I) create an audit committee, composed solely of Board
members independent of the management of the Corporation, which
shall -
(i) in consultation with the inspector general of the
Corporation, recommend to the Board an external auditor;
(ii) receive and review reports from the external auditor
of the Corporation and inspector general of the Corporation;
and
(iii) make such recommendations to the Board as the audit
committee considers necessary;
(J) create such other committees of Board members as the
Board considers to be appropriate;
(K) conduct such public hearings as it deems appropriate on
issues that could have a substantial effect on -
(i) the electric ratepayers in the service area; or
(ii) the economic, environmental, social, or physical well-
being of the people of the service area;
(L) establish the electricity rates charged by the
Corporation; and
(M) engage the services of an external auditor for the
Corporation.
(2) Meetings
The Board shall meet at least 4 times each year.
(h) Chief executive officer
(1) Appointment
The Board shall appoint a person to serve as chief executive
officer of the Corporation.
(2) Qualifications
(A) In general
To serve as chief executive officer of the Corporation, a
person -
(i) shall have senior executive-level management experience
in large, complex organizations;
(ii) shall not be a current member of the Board or have
served as a member of the Board within 2 years before being
appointed chief executive officer; and
(iii) shall comply with the conflict-of-interest policy
adopted by the Board.
(B) Expertise
In appointing a chief executive officer, the Board shall give
particular consideration to appointing an individual with
expertise in the electric industry and with strong financial
skills.
(3) Tenure
The chief executive officer shall serve at the pleasure of the
Board.
(i) Compensation plan
(1) In general
The Board shall approve a compensation plan that specifies all
compensation (including salary or any other pay, bonuses,
benefits, incentives, and any other form of remuneration) for the
chief executive officer and employees of the Corporation.
(2) Annual survey
The compensation plan shall be based on an annual survey of the
prevailing compensation for similar positions in private
industry, including engineering and electric utility companies,
publicly owned electric utilities, and Federal, State, and local
governments.
(3) Considerations
The compensation plan shall provide that education, experience,
level of responsibility, geographic differences, and retention
and recruitment needs will be taken into account in determining
compensation of employees.
(4) Positions at or below level IV
The chief executive officer shall determine the salary and
benefits of employees whose annual salary is not greater than the
annual rate payable for positions at level IV of the Executive
Schedule under section 5315 of title 5.
(5) Positions above level IV
On the recommendation of the chief executive officer, the Board
shall approve the salaries of employees whose annual salaries
would be in excess of the annual rate payable for positions at
level IV of the Executive Schedule under section 5315 of title 5.