§ 945. — Board of directors.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 7USC945]
TITLE 7--AGRICULTURE
CHAPTER 31--RURAL ELECTRIFICATION AND TELEPHONE SERVICE
SUBCHAPTER IV--RURAL TELEPHONE BANK
Sec. 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.
(May 20, 1936, ch. 432, title IV, Sec. 405, as added Pub. L. 92-12,
Sec. 2, May 7, 1971, 85 Stat. 32; amended Pub. L. 93-32, Sec. 4, May 11,
1973, 87 Stat. 70; Pub. L. 101-624, title XXIII, Sec. 2363(a), (b)(1),
(c), Nov. 28, 1990, 104 Stat. 4042-4044; Pub. L. 103-354, title II,
Sec. 235(a)(7), Oct. 13, 1994, 108 Stat. 3221.)
Amendments
1994--Subsec. (b)(1)(A). Pub. L. 103-354 substituted ``Secretary''
for ``Rural Electrification Administration''.
1990--Pub. L. 101-624, Sec. 2363(a), substituted ``Board of
directors'' for ``Telephone Bank Board'' in section catchline.
Subsecs. (a) to (f). Pub. L. 101-624, Sec. 2363(a), struck out
subsecs. (a) to (f) and inserted new subsecs. (a) to (f): in subsec. (a)
struck out provisions relating to size of board, in subsec. (b)
substituted provisions relating to size of board and to appointment and
election of all board members for provisions naming Administrator of
Rural Electrification Administration and Governor of Farm Credit
Administration to board, and authorizing presidential appointment of 5
other members, in subsec. (c) substituted provisions relating to
election of 6 cooperative and commercial members for provisions
authorizing presidential appointment of initial 6 cooperative and
commercial members, in subsec. (d) substituted provisions relating to
compensation for provisions relating to interim election of 6
cooperative and commercial members, in subsec. (e) substituted
provisions relating to succession for provisions relating to regular
election of 6 cooperative and commercial members, and in subsec. (f)
substituted provisions relating to chairperson for provisions relating
to service after expiration of term, compensation and expenses.
Subsecs. (g) to (i). Pub. L. 101-624, Sec. 2363(b)(1), inserted
headings.
Subsec. (j). Pub. L. 101-624, Sec. 2363(c), added subsec. (j).
1973--Subsec. (e). Pub. L. 93-32 substituted provisions directing
that the cooperative-type entities and organizations holding class B and
class C stock, voting as a separate class, elect three directors to
represent their class by a majority of the stockholders voting in such
class and that the commercial-type entities and organizations holding
class B and class C stock, voting as a separate class, elect three
directors to represent their class by a majority of the stockholders
voting in such class, for provisions that three directors be elected
from among the directors, managers, and employees of cooperative-type
entities and organizations controlled by such entities holding class B
or class C stock and that three directors be elected from among the
directors, managers, and employees of commercial-type entities and
organizations controlled by such entities holding class B or class C
stock, and inserted provisions prohibiting cumulative voting.
Effective Date of 1973 Amendment
Amendment by Pub. L. 93-32 effective May 11, 1973, see section 12 of
Pub. L. 93-32, set out as an Effective Date note under section 930 of
this title.
Effective Date
Section effective May 7, 1971, see section 7 of Pub. L. 92-12, set
out as a note under section 921a of this title.
Termination of Reporting Requirements
For termination, effective May 15, 2000, of provisions in subsec.
(i) of this section relating to transmittal of annual report to
Congress, see section 3003 of Pub. L. 104-66, as amended, set out as a
note under section 1113 of Title 31, Money and Finance, and page 45 of
House Document No. 103-7.
Section Referred to in Other Sections
This section is referred to in section 950 of this title.
