Current as of: February 2010 (a) Board of Governors. -
(1) In general. - The board of governors is the governing body
of the corporation with all powers of governing and directing,
and of overseeing the management of the business and affairs of,
the corporation.
(2) Number. - The board of governors shall fix by resolution,
from time to time, the number of members constituting the entire
board of governors, provided that -
(A) as of March 31, 2009, and thereafter, there shall be no
fewer than 12 and no more than 25 members; and
(B) as of March 31, 2012, and thereafter, there shall be no
fewer than 12 and no more than 20 members constituting the
entire board.
Procedures to implement the preceding sentence shall be provided
in the bylaws.
(3) Appointment. - The governors shall be appointed or elected
in the following manner:
(A) Chairman. -
(i) In general. - The board of governors, in accordance
with procedures provided in the bylaws, shall recommend to
the President an individual to serve as chairman of the board
of governors. If such recommendation is approved by the
President, the President shall appoint such individual to
serve as chairman of the board of governors.
(ii) Vacancies. - Vacancies in the office of the chairman,
including vacancies resulting from the resignation, death, or
removal by the President of the chairman, shall be filled in
the same manner described in clause (i).
(iii) Duties. - The chairman shall be a member of the board
of governors and, when present, shall preside at meetings of
the board of governors and shall have such other duties and
responsibilities as may be provided in the bylaws or a
resolution of the board of governors.
(B) Other members. -
(i) In general. - Members of the board of governors other
than the chairman shall be elected at the annual meeting of
the corporation in accordance with such procedures as may be
provided in the bylaws.
(ii) Vacancies. - Vacancies in any such elected board
position and in any newly created board position may be
filled by a vote of the remaining members of the board of
governors in accordance with such procedures as may be
provided in the bylaws.
(b) Terms of Office. -
(1) In general. - The term of office of each member of the
board of governors shall be 3 years, except that -
(A) the board of governors may provide under the bylaws that
the terms of office of members of the board of governors
elected to the board of governors before March 31, 2012, may be
less than 3 years in order to implement the provisions of
subparagraphs (A) and (B) of subsection (a)(2); and
(B) any member of the board of governors elected by the board
to fill a vacancy in a board position arising before the
expiration of its term may, as determined by the board, serve
for the remainder of that term or until the next annual meeting
of the corporation.
(2) Staggered terms. - The terms of office of members of the
board of governors (other than the chairman) shall be staggered
such that, by March 31, 2012, and thereafter, 1/3 of the entire
board (or as near to 1/3 as practicable) shall be elected at
each successive annual meeting of the corporation with the term
of office of each member of the board of governors elected at an
annual meeting expiring at the third annual meeting following the
annual meeting at which such member was elected.
(3) Term limits. - No person may serve as a member of the board
of governors for more than such number of terms of office or
years as may be provided in the bylaws.
(c) Committees and Officers. - The board -
(1) may appoint, from its own members, an executive committee
to exercise such powers of the board when the board is not in
session as may be provided in the bylaws;
(2) may appoint such other committees or advisory councils with
such powers as may be provided in the bylaws or a resolution of
the board of governors;
(3) shall appoint such officers of the corporation, including a
chief executive officer, with such duties, responsibilities, and
terms of office as may be provided in the bylaws or a resolution
of the board of governors; and
(4) may remove members of the board of governors (other than
the chairman), officers, and employees under such procedures as
may be provided in the bylaws or a resolution of the board of
governors.
(d) Advisory Council. -
(1) Establishment. - There shall be an advisory council to the
board of governors.
(2) Membership; appointment by president. -
(A) In general. - The advisory council shall be composed of
no fewer than 8 and no more than 10 members, each of whom shall
be appointed by the President from principal officers of the
executive departments and senior officers of the Armed Forces
whose positions and interests qualify them to contribute to
carrying out the programs and purposes of the corporation.
(B) Members from the armed forces. - At least 1, but not more
than 3, of the members of the advisory council shall be
selected from the Armed Forces.
(3) Duties. - The advisory council shall advise, report
directly to, and meet, at least 1 time per year with the board of
governors, and shall have such name, functions and be subject to
such procedures as may be provided in the bylaws.
(e) Action Without Meeting. - Any action required or permitted to
be taken at any meeting of the board of governors or of any
committee thereof may be taken without a meeting if all members of
the board or committee, as the case may be, consent thereto in
writing, or by electronic transmission and the writing or writings
or electronic transmission or transmissions are filed with the
minutes of proceedings of the board or committee. Such filing shall
be in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in
electronic form.
(f) Voting by Proxy. -
(1) In general. - Voting by proxy is not allowed at any meeting
of the board, at the annual meeting, or at any meeting of a
chapter.
(2) Exception. - The board may allow the election of governors
by proxy during any emergency.
(g) Bylaws. -
(1) In general. - The board of governors may -
(A) at any time adopt bylaws; and
(B) at any time adopt bylaws to be effective only in an
emergency.
(2) Emergency bylaws. - Any bylaws adopted pursuant to
paragraph (1)(B) may provide special procedures necessary for
managing the corporation during the emergency. All provisions of
the regular bylaws consistent with the emergency bylaws remain
effective during the emergency.
(h) Definitions. - For purposes of this section -
(1) the term "entire board" means the total number of members
of the board of governors that the corporation would have if
there were no vacancies; and
(2) the term "emergency" shall have such meaning as may be
provided in the bylaws.Legislative History ________________________________________________________________________
Questions & Answers: CharitiesSee also: State Laws: Charities
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