U.S. Code > Title 7 Agriculture > CHAPTER 31—RURAL ELECTRIFICATION AND TELEPHONE SERVICE (§§ 901—950bb1) > SUBCHAPTER IV—RURAL TELEPHONE BANK (§§ 941—950b) > § 945. Board of directors

§ 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.