U.S Code last checked for updates: May 19, 2024
All TitlesTitle 12Chapter 11
§ 1427.
Directors
(a)
Number; election; qualifications; conflicts of interest
(1)
In general
(2)
Board makeup
The board of directors of each Bank shall be comprised of—
(A)
member directors, who shall comprise at least the majority of the members of the board of directors; and
(B)
independent directors, who shall comprise not fewer than ⅖ of the members of the board of directors.
(3)
Selection criteria
(A)
In general
Each member of the board of directors shall be—
(i)
elected by plurality vote of the members, in accordance with procedures established under this section; and
(ii)
a citizen of the United States.
(B)
Independent director criteria
(i)
In general
(ii)
Public interest
(iii)
Conflicts of interest
(4)
Definitions
For purposes of this section, the following definitions shall apply:
(A)
Independent director
(B)
Member director
(b)
Directorships
(1)
Member directorships
(2)
Independent directorships
(A)
Elections
Each independent director—
(i)
shall be elected by the members entitled to vote, from among eligible persons nominated, after consultation with the Advisory Council of the Bank, by the board of directors of the Bank; and
(ii)
shall be elected by a plurality of the votes of the members of the Bank at large, with each member having the number of votes for each such directorship as it has under paragraph (1) in an election to fill member directorships.
(B)
Criteria
(C)
Nomination and election procedures
(c)
Apportionment among States in bank district; designation of State location
(d)
Terms; rules and regulations governing nominations and elections
(e)
Continuation of existing terms; directorship for the Commonwealth of Puerto Rico
(f)
Vacancies
(1)
In general
(2)
Election process
(g)
Chairperson and Vice Chairperson
(1)
Election
(2)
Terms
(3)
Acting Chairperson
(4)
Procedures
(h)
Appointment where members hold less than $1,000,000 of capital stock
(i)
Directors’ compensation
(1)
In general
(2)
Annual report
(j)
Duties of directors
(k)
Indemnification of directors, officers, and employees
(l)
 2
2
 So in original. Two subsecs. (l) have been enacted.
Withholding of compensation
(l)
 2 Transition rule
(July 22, 1932, ch. 522, § 7, 47 Stat. 730; May 28, 1935, ch. 150, § 3, 49 Stat. 294; Aug. 11, 1955, ch. 783, title I, § 109(a)(2), 69 Stat. 640; Pub. L. 86–349, §§ 1, 2, Sept. 22, 1959, 73 Stat. 625; Pub. L. 87–211, § 1, Sept. 8, 1961, 75 Stat. 486; Pub. L. 87–676, Sept. 19, 1962, 76 Stat. 559; Pub. L. 93–541, § 3, Dec. 26, 1974, 88 Stat. 1739; Pub. L. 101–73, title VII, §§ 707, 710(b)(4), Aug. 9, 1989, 103 Stat. 417, 418; Pub. L. 106–102, title VI, § 606(a), (b), Nov. 12, 1999, 113 Stat. 1452, 1453; Pub. L. 110–289, div. A, title I, § 1113(b)(3), title II, §§ 1202, 1204(8)–(10), July 30, 2008, 122 Stat. 2678, 2783, 2786.)
cite as: 12 USC 1427
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