§ 3013. Board of Directors
(a)
Composition; term of office; removal by President
The Bank shall be governed by a Board of Directors (hereinafter in this chapter referred to as the “Board”) which shall consist of 15 members. All members shall serve for a term of 3 years. After the expiration of the term of any member, such member may continue to serve until his successor has been elected or has been appointed and qualified. Any member appointed by the President may be removed for cause by the President.
(b)
Appointment by President; election by stockholders
(1)
The President shall appoint, by and with the advice and consent of the Senate—
(A)
one member who shall be selected from among proprietors of small business concerns, as defined under section
632 of title
15, which are manufacturers or retailers;
(c)
Resignations; continuances; completion of term; committee representation
(1)
On the day after the Final Government Equity Redemption Date, all members of the Board of Directors of the Bank who were appointed by the President shall resign, except that—
(A)
the member who shall have been appointed by the President from among proprietors of small business concerns, and
(B)
one member who shall be designated by the President and who shall have been appointed by the President from among the officers and employees of the agencies and departments of the United States Government,
may continue to serve until their successors have been appointed and qualified.
(d)
Elections; nominations by cooperative classes; vacancies filled; representation requirements
(1)
All elections of members of the Board by the holders of class B stock and class C stock shall be conducted in accordance with the bylaws of the Bank. Such bylaws shall conform to the requirements of this section. Nominations for such elections shall be made by the following classes of cooperatives:
(2)
(A)
Vacant shareholder directorships shall be filled so that at any time when there are three or more shareholder directors on the Board, there shall be at least one director representing each of the following classes of cooperatives:
(e)
Terms; officer of Bank not to serve as director; notice requirements of Bank and voting shareholders
No director shall be eligible to be elected for more than two consecutive full three-year terms. No officer of the Bank shall be eligible to serve simultaneously as a director on the Board of the Bank. The Bank shall give adequate advance notice to all voting stockholders of nominees and of the procedures for nominating other candidates. Each voting stockholder shall make the information required in this paragraph available to its members.
(f)
Annual election of chairman and vice chairman and selection of secretary; eligibility; establishment of Bank policies and direction of management
The Board shall annually elect from among its members a chairman and vice chairman and select a secretary who need not be a member. The Board shall establish the policies of the Bank governing its funding, lending, and other financial and technical assistance, and shall direct the management of the Bank.
(g)
Conduct of meetings; rules governing
The Board shall meet at least quarterly. Its meeting shall be open to members or representatives of all eligible cooperatives and other eligible organizations, as observers only, and to persons or representatives of groups who identify their interest in the Bank and who are invited to attend a meeting, subject to such rules as the Board may establish for the conduct of such meetings. Those rules shall include the manner of giving notice of meetings, the procedure for the conduct of meetings, the manner of submitting topics for the agenda, the allocation of time of presentations, and debate. The chairman, when sustained by the majority of the Board present, may adjourn the open meeting into an executive session on motion of the chairman, any Board member, or at the request of any applicant, borrower, officer, or employee when the matter under discussion involves an application, a loan, a personnel action, or other matter which might tend to impinge on the right of privacy of any person.
(h)
Compensation and expenses
Members of the Board appointed by the President from among the officers of the agencies and departments of the United States Government shall not receive any additional compensation by virtue of their service on the Board. The member of the Board appointed from among proprietors of small business and the member of the Board appointed pursuant to subsection (b)(1)(C) of this section shall
(1)
receive compensation at a rate equal to the daily equivalent of the rate prescribed for grade GS–18 under section
5332 of title
5 for each day that they are engaged in the performance of their duties on the Board, and
(2)
be allowed travel expenses, including per diem in lieu of subsistence, in the same manner as persons employed intermittently in the Government service are allowed expenses under section
5703
(b) [1] of title
5 for each day that they are away from their homes or regular places of business in the performance of their duties on the Board. The members of the Board who are elected by the holders of class B stock and class C stock shall be compensated in accordance with the bylaws of the Bank. All compensation and expenses paid to the members of the Board of Directors shall be paid by the Bank.
[1] See References in Text note below.