§ 2279aa-2. Board of directors
(a)
Interim board
(1)
Number and appointment
Until the permanent board of directors established in subsection (b) of this section first meets with a quorum of its members present, the Corporation shall be under the management of an interim board of directors composed of 9 members appointed by the President within 90 days after January 6, 1988, as follows:
(A)
3 members appointed from among persons who are representatives of banks, other financial institutions or entities, and insurance companies.
(B)
3 members appointed from among persons who are representatives of the Farm Credit System institutions.
(2)
Political affiliation
Not more than 5 members of the interim board shall be of the same political party.
(3)
Vacancy
A vacancy in the interim board shall be filled in the manner in which the original appointment was made.
(4)
Continuation of membership
If—
(A)
any member of the interim board who was appointed to such 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 among 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 or becomes such a director or officer, as the case may be.
(7)
Chairperson
The President shall designate 1 of the members of the interim board as the chairperson of the interim board.
(8)
Meetings
The interim board shall meet at the call of the chairperson or a majority of its members.
(9)
Voting common stock
(A)
Initial offering
Upon the appointment of sufficient members of the interim board to convene a meeting with a quorum present, the interim board shall arrange for an initial offering of common stock and shall take whatever other actions are necessary to proceed with the operations of the Corporation.
(B)
Purchasers
Subject to subparagraph (C), the voting common stock shall be offered to banks, other financial entities, insurance companies, and System institutions under such terms and conditions as the interim board may adopt.
(C)
Distribution
The voting stock shall be fairly and broadly offered to ensure that no institution or institutions acquire a disproportionate amount of the total amount of voting common stock outstanding of a class and that capital contributions and issuances of voting common stock for the contributions are fairly distributed between entities eligible to hold class A and class B stock, as provided under section
2279aa–4 of this title.
(b)
Permanent board
(1)
Establishment
Immediately after the date that banks, other financial institutions or entities, insurance companies, and System institutions have subscribed and fully paid for at least $20,000,000 of common stock of the Corporation, the Corporation shall arrange for the election and appointment of a permanent board of directors. After the termination of the interim board, the Corporation shall be under the management of the permanent board.
(2)
Composition
The permanent 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
(3)
Presidential appointees
The President shall appoint the members of the permanent board referred to in paragraph (2)(C) not later than the later of—
(4)
Vacancy
(5)
Continuation of membership
If—
(A)
any member of the permanent board who was appointed or elected to the permanent 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.
(6)
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) of this section 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 permanent board that becomes vacant after the annual election of the directors shall be filled by the members of the permanent board from the same category of directors, but only for the unexpired portion of the term.
(8)
No additional pay for Federal officers or employees
Members of the permanent board who are fulltime officers or employees of the United States shall receive no additional pay by reason of service on the permanent board.
(c)
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.