(a) Board of Directors
(1) In general
The management of the Corporation shall be vested in a Board of Directors consisting of 5 members–
Terms Used In 12 USC 1812
- Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board of Directors: means the Board of Directors of the Corporation. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- depository institution: means any bank or savings association. See
- depository institution holding company: means a bank holding company or a savings and loan holding company. See
- insured depository institution: includes any uninsured branch or agency of a foreign bank or a commercial lending company owned or controlled by a foreign bank for purposes of section 1818 of this title. See
- oath: includes affirmation, and "sworn" includes affirmed. See
- officer: includes any person authorized by law to perform the duties of the office. See
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- State bank: means any bank, banking association, trust company, savings bank, industrial bank (or similar depository institution which the Board of Directors finds to be operating substantially in the same manner as an industrial bank), or other banking institution which--
(A) 1 of whom shall be the Comptroller of the Currency;
(B) 1 of whom shall be the Director of the Consumer Financial Protection Bureau; and
(C) 3 of whom shall be appointed by the President, by and with the advice and consent of the Senate, from among individuals who are citizens of the United States, 1 of whom shall have State bank supervisory experience.
(2) Political affiliation
After February 28, 1993, not more than 3 of the members of the Board of Directors may be members of the same political party.
(b) Chairperson and Vice Chairperson
1 of the appointed members shall be designated by the President, by and with the advice and consent of the Senate, to serve as Chairperson of the Board of Directors for a term of 5 years.
(2) Vice Chairperson
1 of the appointed members shall be designated by the President, by and with the advice and consent of the Senate, to serve as Vice Chairperson of the Board of Directors.
(3) Acting Chairperson
In the event of a vacancy in the position of Chairperson of the Board of Directors or during the absence or disability of the Chairperson, the Vice Chairperson shall act as Chairperson.
(1) Appointed members
Each appointed member shall be appointed for a term of 6 years.
(2) Interim appointments
Any member appointed to fill a vacancy occurring before the expiration of the term for which such member’s predecessor was appointed shall be appointed only for the remainder of such term.
(3) Continuation of service
The Chairperson, Vice Chairperson, and each appointed member may continue to serve after the expiration of the term of office to which such member was appointed until a successor has been appointed and qualified.
(1) In general
Any vacancy on the Board of Directors shall be filled in the manner in which the original appointment was made.
(2) Acting officials may serve
In the event of a vacancy in the office of the Comptroller of the Currency or the office of Director of the Consumer Financial Protection Bureau and pending the appointment of a successor, or during the absence or disability of the Comptroller of the Currency or the Director of the Consumer Financial Protection Bureau, the acting Comptroller of the Currency or the acting Director of the Consumer Financial Protection Bureau, as the case may be, shall be a member of the Board of Directors in the place of the Comptroller or Director.
(e) Ineligibility for other offices
(1) Postservice restriction
(A) In general
No member of the Board of Directors may hold any office, position, or employment in any insured depository institution or any depository institution holding company during–
(i) the time such member is in office; and
(ii) the 2-year period beginning on the date such member ceases to serve on the Board of Directors.
(B) Exception for members who serve full term
The limitation contained in subparagraph (A)(ii) shall not apply to any member who has ceased to serve on the Board of Directors after serving the full term for which such member was appointed.
(2) Restriction during service
No member of the Board of Directors may–
(A) be an officer or director of any insured depository institution, depository institution holding company, Federal Reserve bank, or Federal home loan bank; or
(B) hold stock in any insured depository institution or depository institution holding company.
Upon taking office, each member of the Board of Directors shall certify under oath that such member has complied with this subsection and such certification shall be filed with the secretary of the Board of Directors.
(f) Status of employees
(1) In general
A director, member, officer, or employee of the Corporation has no liability under the Securities Act of 1933 [15 U.S.C. 77a et seq.] with respect to any claim arising out of or resulting from any act or omission by such person within the scope of such person’s employment in connection with any transaction involving the disposition of assets (or any interests in any assets or any obligations backed by any assets) by the Corporation. This subsection shall not be construed to limit personal liability for criminal acts or omissions, willful or malicious misconduct, acts or omissions for private gain, or any other acts or omissions outside the scope of such person’s employment.
(2) “Employee of the Corporation” defined
For purposes of this subsection, the term “employee of the Corporation” includes any employee of the Office of the Comptroller of the Currency or of the Consumer Financial Protection Bureau who serves as a deputy or assistant to a member of the Board of Directors of the Corporation in connection with activities of the Corporation.
(3) Effect on other law
This subsection does not affect–
(A) any other immunities and protections that may be available to such person under applicable law with respect to such transactions, or
(B) any other right or remedy against the Corporation, against the United States under applicable law, or against any person other than a person described in paragraph (1) participating in such transactions.
This subsection shall not be construed to limit or alter in any way the immunities that are available under applicable law for Federal officials and employees not described in this subsection.