7 U.S.C. § 945 : US Code - Section 945: Board of directors

Search 7 U.S.C. § 945 : US Code - Section 945: Board of directors

(a) In general
The management of the telephone bank, within the limitations
prescribed by law, shall be vested in a board of directors (in this
subchapter referred to as the "Telephone Bank Board").
(b) Membership
The Telephone Bank Board shall consist of thirteen individuals,
as follows:
(1) Presidential appointees
The President shall appoint seven individuals to serve on the
Telephone Bank Board who shall serve at the pleasure of the
President - 
(A) five of whom shall be officers or employees of the
Department of Agriculture and not officers or employees of the
Secretary; and
(B) two of whom shall be from the general public and not
officers or employees of the Federal Government.
(2) Cooperative members
The cooperative-type entities, and organizations controlled by
such entities, that hold class B or class C stock shall elect
three individuals to serve on the Telephone Bank Board for a term
of two years, by a plurality vote of the stockholders voting in
the election.
(3) Commercial members
The commercial-type entities, and the organizations controlled
by such entities, that hold class B or class C stock shall elect
three individuals to serve on the Telephone Bank Board for a term
of two years, by a plurality vote of the stockholders voting in
the election.
(c) Elections
(1) Validity
An election under paragraph (2) or (3) of subsection (b) of
this section shall not be considered valid unless a majority of
the stockholders eligible to vote in the election have voted in
the election.
(2) Balloting
Balloting in an election under paragraph (2) or (3) of
subsection (b) of this section shall be conducted by mail
pursuant to the procedures authorized in the bylaws of the
telephone bank.
(3) No cumulative voting
Cumulative voting shall not be permitted in any election under
paragraph (2) or (3) of subsection (b) of this section.
(d) Compensation
(1) In general
Except as provided in paragraph (2), each member of the
Telephone Bank Board shall receive $100 per day for each day or
part thereof, not to exceed fifty days per year, spent in the
performance of their official duties, and shall be reimbursed for
travel and other expenses in such manner and subject to such
limitations as the Telephone Bank Board may prescribe.
(2) Exceptions
The five members of the Telephone Bank Board appointed under
subsection (b)(1)(A) of this section shall not receive
compensation by reason of their service on the Telephone Bank
Board.
(e) Succession
A member of the Telephone Bank Board may serve after the
expiration of the term of office of such member until the successor
for such member has taken office.
(f) Chairperson
The members of the Telephone Bank Board shall elect one of such
members to be the Chairperson of the Board, in accordance with the
bylaws of the telephone bank. The Chairperson shall preside at all
meetings of the Board and may vote on a matter before the Board
unless the vote would result in a tie vote on the matter.
(g) Bylaws
The Telephone Bank Board shall prescribe bylaws, not inconsistent
with law, regulating the manner in which the telephone bank's
business shall be conducted, its directors and officers elected,
its stock issued, held, and disposed of, its property transferred,
its bylaws amended, and the powers and privileges granted to it by
law exercised and enjoyed.
(h) Meetings
The Telephone Bank Board shall meet at such times and places as
it may fix and determine, but shall hold at least four regularly
scheduled meetings a year, and special meetings may be held on call
in the manner specified in the bylaws of the telephone bank.
(i) Annual report
The Telephone Bank Board shall make an annual report to the
Secretary for transmittal to the Congress on the administration of
this subchapter and any other matters relating to the effectuation
of the policies of this subchapter, including recommendations for
legislation.
(j) Open meetings
For purposes of section 552b of title 5, the Telephone Bank Board
shall be treated as an agency within the meaning of subsection
(a)(1) of such section.