[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC3013]
TITLE 12--BANKS AND BANKING
CHAPTER 31--NATIONAL CONSUMER COOPERATIVE BANK
SUBCHAPTER I--ESTABLISHMENT AND OPERATION
Sec. 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;
(B) one member who shall be selected from among the officers of
the agencies and departments of the United States; and
(C) one member who shall be selected from among persons having
extensive experience in the cooperative field representing low-
income cooperatives eligible to borrow from the Bank.
(2) Twelve members of the Board shall be elected by the holders of
class B stock and class C stock in accordance with the provisions of
subsection (d) of this section and the bylaws of the Bank.
(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.
(2) Any member of the Board of Directors of the Bank who was elected
by the holders of class B or class C stock before the Final Government
Equity Redemption Date shall serve the remainder of the term for which
such member was elected.
(3) Any member appointed pursuant to subsection (b)(1) of this
section shall be entitled to sit on any committee of the Board, but not
more than one member so appointed may sit on any one committee.
(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: (A) housing, (B) consumer goods, (C) low-income
cooperatives, (D) consumer services, and (E) all other eligible
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: (i) housing cooperatives, (ii) low-
income cooperatives, and (iii) consumer goods and services cooperatives.
(B) Each nominee for a shareholder directorship of a particular
class shall have at least three years experience as a director or senior
officer in the class of cooperatives to be represented.
(C) No one class of cooperatives specified in paragraph (1) shall be
represented on the Board by more than three directors.
(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.
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\1\ See References in Text note below.
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(Pub. L. 95-351, title I, Sec. 103, Aug. 20, 1978, 92 Stat. 502; Pub. L.
96-149, Dec. 16, 1979, 93 Stat. 1089; Pub. L. 97-35, title III,
Sec. 393(a), (b), Aug. 13, 1981, 95 Stat. 435, 436.)
References in Text
Section 5703 of title 5, referred to in subsec. (h), was amended
generally by Pub. L. 94-22, Sec. 4, May 19, 1975, 89 Stat. 85, and, as
so amended, does not contain a subsec. (b).
Amendments
1981--Subsec. (a). Pub. L. 97-35, Sec. 393(a), substituted
provisions relating to composition, term of office, and removal by the
President, for provisions relating to composition, appointment,
eligibility, removal, and vacancies.
Subsec. (b). Pub. L. 97-35, Sec. 393(a), substituted provisions
relating to appointment by the President, and election by the
stockholders, for provisions relating to resignation and termination of
terms of Presidential appointees, shareholder directorships, resignation
of remaining Presidential appointees on Final Government Equity
Redemption Date, and continuation of Presidential appointment power.
Subsec. (c). Pub. L. 97-35, Sec. 393(a), substituted provisions
relating to resignations, continuances, completion of term, and
committee representation, for provisions relating to nominating criteria
for appointment or election, and representational limitations.
Subsec. (d). Pub. L. 97-35, Sec. 393(a), substituted provisions
relating to nominations by cooperative classes, vacancies, and
representational requirements for elections, for provisions relating to
rules governing election of
