§ 1452. — Federal Home Loan Mortgage Corporation.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC1452]
TITLE 12--BANKS AND BANKING
CHAPTER 11A--FEDERAL HOME LOAN MORTGAGE CORPORATION
Sec. 1452. Federal Home Loan Mortgage Corporation
(a) Creation; Board of Directors; policies; principal office;
membership; term; vacancies
(1) There is hereby created the Federal Home Loan Mortgage
Corporation, which shall be a body corporate under the direction of a
Board of Directors. Within the limitations of law and regulation, the
Board of Directors shall determine the general policies that govern the
operations of the Corporation. The principal office of the Corporation
shall be in the District of Columbia or at any other place determined by
the Corporation.
(2)(A) The Board of Directors of the Corporation shall consist of 18
persons, 5 of whom shall be appointed annually by the President of the
United States and the remainder of whom shall be elected annually by the
voting common stockholders. The Board of Directors shall at all times
have as members appointed by the President of the United States at least
1 person from the homebuilding industry, at least 1 person from the
mortgage lending industry, at least 1 person from the real estate
industry, and at least 1 person from an organization that has
represented consumer or community interests for not less than 2 years or
1 person who has demonstrated a career commitment to the provision of
housing for low-income households.
(B) Each member of the Board of Directors shall be such or elected
for a term ending on the date of the next annual meeting of the voting
common stockholders, except that any appointed member may be removed
from office by the President for good cause.
(C) Any appointive seat on the Board of Directors that becomes
vacant shall be filled by appointment by the President of the United
States, but only for the unexpired portion of the term. Any elective
seat on the Board of Directors that becomes vacant after the annual
election of the directors shall be filled by the Board of Directors, but
only for the unexpired portion of the term.
(D) Any member of the Board of Directors who is a full-time officer
or employee of the Federal Government shall not, as such member, receive
compensation for services as such a member.
(b) Capital distributions; limitation
(1) Except as provided in paragraph (2), the Corporation may make
such capital distributions (as such term is defined in section 4502 of
this title) as may be declared by the Board of Directors.
(2) The Corporation may not make any capital distribution that would
decrease the total capital of the Corporation (as such term is defined
in section 4502 of this title) to an amount less than the risk-based
capital level for the Corporation established under section 4611 of this
title or that would decrease the core capital of the Corporation (as
such term is defined in section 4502 of this title) to an amount less
than the minimum capital level for the Corporation established under
section 4612 of this title, without prior written approval of the
distribution by the Director of the Office of Federal Housing Enterprise
Oversight of the Department of Housing and Urban Development.
(c) Powers of the Corporation
The Corporation shall have power (1) to adopt, alter, and use a
corporate seal; (2) to have succession until dissolved by Act of
Congress; (3) to make and enforce such bylaws, rules, and regulations as
may be necessary or appropriate to carry out the purposes or provisions
of this chapter; (4) to make and perform contracts, agreements, and
commitments; (5) to prescribe and impose fees and charges for services
by the Corporation; (6) to settle, adjust, and compromise, and with or
without consideration or benefit to the Corporation to release or waive
in whole or in part, in advance or otherwise, any claim, demand, or
right of, by, or against the Corporation; (7) to sue and be sued,
complain and defend, in any State, Federal, or other court; (8) to
acquire, take, hold, and own, and to deal with and dispose of any
property; and (9) to determine its necessary expenditures and the manner
in which the same shall be incurred, allowed, and paid, and appoint,
employ, and fix and provide for the compensation and benefits of
officers, employees, attorneys, and agents as the Board of Directors
determines reasonable and comparable with compensation for employment in
other similar businesses (including publicly held financial institutions
or other major financial services companies) involving similar duties
and responsibilities, except that a significant portion of potential
compensation of all executive officers (as such term is defined in
subsection (h)(3) of this section) of the Corporation shall be based on
the performance of the Corporation, all without regard to any other law
except as may be provided by the Corporation or by laws hereafter
enacted by the Congress expressly in limitation of this sentence. The
Corporation, with the consent of any such department, establishment, or
instrumentality, including any field services thereof, may utilize and
act through any such department, establishment, or instrumentality and
may avail itself of the use of information, services, facilities, and
personnel thereof, and may pay compensation therefor, and all of the
foregoing are hereby authorized to provide the same to the Corporation
as it may request.
(d) Investment of funds; designation as depositary, custodian, or agent
for Corporation of any Federal Reserve bank, Federal home loan
bank, or any bank designated as depositary of public money
Funds of the Corporation may be invested in such investments as the
Board of Directors may prescribe. Any Federal Reserve bank or Federal
home loan bank, or any bank as to which at the time of its designation
by the Corporation there is outstanding a designation by the Secretary
of the Treasury as a general or other depositary of public money, may be
designated by the Corporation as a depositary or custodian or as a
fiscal or other agent of the Corporation, and is hereby authorized to
act as such depositary, custodian, or agent. When designated for that
purpose by the Secretary of the Treasury, the Corporation shall be a
depositary of public money, under such regulations as may be prescribed
by the Secretary of the Treasury, and may also be employed as fiscal or
other agent of the United States, and it shall perform all such
reasonable duties as such depositary or agent as may be required of it.
(e) Exemption from Federal, State, and local taxation; exception;
applicability of other provisions
The Corporation, including its franchise, activities, capital,
reserves, surplus, and income, shall be exempt from all taxation now or
hereafter imposed by any territory, dependency, or possession of the
United States or by any State, county, municipality, or local taxing
authority, except that any real property of the Corporation shall be
subject to State, territorial, county, municipal, or local taxation to
the same extent according to its value as other real property is taxed.
(f) Actions by and against the Corporation; jurisdiction; removal of
actions; attachment or execution issued against the Corporation
Notwithstanding section 1349 of title 28 or any other provision of
law, (1) the Corporation shall be deemed to be an agency included in
sections 1345 and 1442 of such title 28; (2) all civil actions to which
the Corporation is a party shall be deemed to arise under the laws of
the United States, and the district courts of the United States shall
have original jurisdiction of all such actions, without regard to amount
or value; and (3) any civil or other action, case or controversy in a
court of a State, or in any court other than a district court of the
United States, to which the Corporation is a party may at any time
before the trial thereof be removed by the Corporation, without the
giving of any bond or security, to the district court of the United
States for the district and division embracing the place where the same
is pending, or, if there is no such district court, to the district
court of the United States for the district in which the principal
office of the Corporation is located, by following any procedure for
removal of causes in effect at the time of such removal.
(g) Mortgages, obligations, or other securities sold by Corporation
deemed lawful investments for security purposes
All mortgages, obligations, or other securities which are or have
been sold by the Corporation pursuant to section 1454 or section 1455 of
this title shall be lawful investments, and may be accepted as security
for all fiduciary, trust, and public funds, the investment or deposits
of which shall be under the authority and control of the United States
or any officers thereof.
(h) Report on comparability of compensation policies and financial
performance of Corporation and payments earned by executive
officers; prohibition on payments to terminated executive
officers
(1) Not later than June 30, 1993, and annually thereafter, the
Corporation shall submit a report to the Committee on Banking, Finance
and Urban Affairs of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate on (A) the
comparability of the compensation policies of the Corporation with the
compensation policies of other similar businesses, (B) in the aggregate,
the percentage of total cash compensation and payments under employee
benefit plans (which shall be defined in a manner consistent with the
Corporation's proxy statement for the annual meeting of shareholders for
the preceding year) earned by executive officers of the Corporation
during the preceding year that was based on the Corporation's
performance, and (C) the comparability of the Corporation's financial
performance with the performance of other similar businesses. The report
shall include a copy of the Corporation's proxy statement for the annual
meeting of shareholders for the preceding year.
(2) Notwithstanding the first sentence of subsection (c) of this
section, after October 28, 1992, the Corporation may not enter into any
agreement or contract to provide any payment of money or other thing of
current or potential value in connection with the termination of
employment of any executive officer of the Corporation, unless such
agreement or contract is approved in advance by the Director of the
Office of Federal Housing Enterprise Oversight of the Department of
Housing and Urban Development. The Director may not approve any such
agreement or contract unless the Director determines that the benefits
provided under the agreement or contract are comparable to benefits
under such agreements for officers of other public and private entities
involved in financial services and housing interests who have comparable
duties and responsibilities. For purposes of this paragraph, any
renegotiation, amendment, or change after October 28, 1992, to any such
agreement or contract entered into on or before October 28, 1992, shall
be considered entering into an agreement or contract.
(3) For purposes of this subsection, the term ``executive officer''
has the meaning given the term in section 4502 of this title.
(Pub. L. 91-351, title III, Sec. 303, July 24, 1970, 84 Stat. 452; Pub.
L. 96-153, title III, Sec. 316(b), Dec. 21, 1979, 93 Stat. 1118; Pub. L.
98-369, div. A, title I, Sec. 177(a), July 18, 1984, 98 Stat. 709; Pub.
L. 101-73, title VII, Sec. 731(b)(1), (c), Aug. 9, 1989, 103 Stat. 429,
431; Pub. L. 102-550, title XIII, Sec. 1382(c)(1), (d)-(h), Oct. 28,
1992, 106 Stat. 4002-4004.)
Amendments
1992--Subsec. (a)(2)(A). Pub. L. 102-550, Sec. 1382(c)(1), in second
sentence, struck out ``and'' after ``mortgage lending industry,'' and
inserted before period ``, and at least 1 person from an organization
that has represented consumer or community interests for not less than 2
years or 1 person who has demonstrated a career commitment to the
provision of housing for low-income households''.
Subsec. (a)(2)(B). Pub. L. 102-550, Sec. 1382(d), inserted before
period at end ``, except that any appointed member may be removed from
office by the President for good cause''.
Subsec. (b). Pub. L. 102-550, Sec. 1382(e), amended subsec. (b)
generally, substituting present provisions for provisions which outlined
general regulatory authority of the Secretary of Housing and Urban
Development over Corporation in such areas as mortgage purchases,
dividends, examinations and audits, outstanding obligations, conversion
of stock and debt obligations, residential mortgage transactions, and
approval or disapproval of requests.
Subsec. (c). Pub. L. 102-550, Sec. 1382(f)(1), (g), in cl. (9) of
first sentence, inserted ``as the Board of Directors determines
reasonable and comparable with compensation for employment in other
similar businesses (including publicly held financial institutions or
other major financial services companies) involving similar duties and
responsibilities, except that a significant portion of potential
compensation of all executive officers (as such term is defined in
subsection (h)(3) of this section) of the Corporation shall be based on
the performance of the Corporation'' and struck out after first sentence
``Nothing in this chapter or any other law shall be construed to prevent
the appointment, employment, and provision for compensation and
benefits, as an officer, employee, attorney, or agent of the
Corporation, of any officer, employee, attorney, or agent of any
department, establishment, or corporate or other instrumentality of the
Government, including any Federal home loan bank or member thereof.''
Subsec. (f). Pub. L. 102-550, Sec. 1382(h), struck out at end ``No
attachment or execution shall be issued against the Corporation or any
of its property before final judgment in any State, Federal, or other
court.''
Subsec. (h). Pub. L. 102-550, Sec. 1382(f)(2), added subsec. (h).
1989--Subsec. (a). Pub. L. 101-73, Sec. 731(b)(1), amended subsec.
(a) generally, reorganizing provisions into pars. (1) and (2), and
substituting provisions setting forth general policies as governing
Board, membership requirements and vacancies, for provisions setting
forth status of members, liabilities, and conditions and limitations.
Subsecs. (b) to (g). Pub. L. 101-73, Sec. 731(c), added subsec. (b)
and redesignated former subsecs. (b) to (f) as (c) to (g), respectively.
1984--Subsec. (d). Pub. L. 98-369 struck out ``by the United
States,'' before ``by any territory'', substituted ``possession of the
United States'' for ``possession thereof,'' and struck out ``The
provisions of this subsection shall be applicable without regard to any
other law, including without limitation on the generality of the
foregoing section 3301 of title 26, except laws hereafter enacted by
Congress expressly in limitation of this subsection.''
1979--Subsec. (f). Pub. L. 96-153 added subsec. (f).
Change of Name
Committee on Banking, Finance and Urban Affairs of House of
Representatives treated as referring to Committee on Banking and
Financial Services of House of Representatives by section 1(a) of Pub.
L. 104-14, set out as a note preceding section 21 of Title 2, The
Congress. Committee on Banking and Financial Services of House of
Representatives abolished and replaced by Committee on Financial
Services of House of Representatives, and jurisdiction over matters
relating to securities and exchanges and insurance generally transferred
from Committee on Energy and Commerce of House of Representatives by
House Resolution No. 5, One Hundred Seventh Congress, Jan. 3, 2001.
Effective Date of 1992 Amendment
Section 1382(c)(2) of Pub. L. 102-550 provided that: ``The
amendments made by paragraph (1) [amending this section] shall apply to
the first annual appointment by the President of members to the Board of
Directors of the Federal Home Loan Mortgage Corporation that occurs
after the date of the enactment of this Act [Oct. 28, 1992].''
Effective Date of 1984 Amendment
Amendment by Pub. L. 98-369, effective Jan. 1, 1985, see section
177(d) of Pub. L. 98-369, set out as a note under section 172 of Title
26, Internal Revenue Code.
Transitional Provisions
Section 731(b)(2) of Pub. L. 101-73 provided that:
``(A) Interim board.--
``(i) Establishment.--There shall be an interim Board of
Directors of the Federal Home Loan Mortgage Corporation, which shall
serve from the date of the enactment of this Act [Aug. 9, 1989]
until the date of the 1st meeting of the voting common shareholders
of the Corporation at which the first election of the directors
elected by the shareholders occurs.
``(ii) Members.--The interim Board of Directors of the Federal
Home Loan Mortgage Corporation shall consist of--
``(I) the President of the Corporation; and
``(II) the persons who were (on the day before the date of
the enactment of this Act) the Chairman of the Federal Home Loan
Bank Board and the Secretary of Housing and Urban Development
(or their designees).
``(iii) Quorum.--A quorum of the interim Board of Directors of
the Federal Home Loan Mortgage Corporation shall consist of a
majority of the directors duly serving from time to time.
``(B) Election of permanent directors.--The first meeting of the
voting common shareholders of the Federal Home Loan Mortgage Corporation
for election of directors shall occur, under procedures established by
the Corporation, within 6 months after the date of the enactment of this
Act.''
Section Referred to in Other Sections
This section is referred to in sections 1455, 4513 of this title.
