12 U.S.C. § 1812 — Management

Page 964 TITLE 12—BANKS AND BANKING § 1812 ‘‘(4) LOW-INCOME CREDIT UNION.—The term ‘low-in- come credit union’ means any depository institution described in section 19(b)(1)(A)(iv) of the Federal Re- serve Act which serves predominately low-income members (as defined by the National Credit Union Administration Board pursuant to section 101(5) of the Federal Credit Union Act [12 U.S.C. 1752(5)]). ‘‘(5) WOMEN’S BANK.—The term ‘women’s bank’ means any depository institution described in clause (i), (ii), or (iii) of section 19(b)(1)(A) of the Federal Re- serve Act— ‘‘(A) more than 50 percent of the outstanding shares of which are held by 1 or more women; ‘‘(B) a majority of the directors on the board of directors of which are women; and ‘‘(C) a significant percentage of senior manage- ment positions of which are held by women.’’ SMALL INVESTOR PARTICIPATION IN UNITED STATES GOVERNMENT SECURITIES OFFERINGS; STUDY BY SEC- RETARY OF THE TREASURY Pub. L. 101–73, title XII, § 1207, Aug. 9, 1989, 103 Stat. 523, provided that: ‘‘Not later than the close of the 18- month period beginning on the date of the enactment of this Act [Aug. 9, 1989], the Secretary of the Treasury shall conduct a study and report to the Congress on— ‘‘(1) whether, and to what extent, the issuance of se- curities by the United States Government in small denominations benefits small investors, increases the participation of small investors in United States Gov- ernment securities offerings, and promotes savings and thrift by the average United States taxpayer; and ‘‘(2) additional measures the Secretary recommends be taken to expand the availability of securities issued by the United States Government to benefit small investors, increase their participation in United States Government securities offerings, and to promote savings and thrift by the average United States taxpayer.’’ EXPENDITURE OF TAXPAYER MONEY ONLY FOR DEPOSIT INSURANCE PURPOSES Pub. L. 101–73, title XII, § 1208, Aug. 9, 1989, 103 Stat. 523, provided that: ‘‘Funds appropriated to the Sec- retary of the Treasury pursuant to an authorization contained in this Act [see Short Title of 1989 Amend- ment note above], and any amount authorized to be borrowed from the Secretary of the Treasury by any entity pursuant to this Act, may only be used as per- mitted by law, and may not otherwise be used for mak- ing any payment to any shareholder in, or creditor to, any insured depository institution.’’ STUDIES OF RELATIONSHIP BETWEEN PUBLIC DEBT AND ACTIVITIES OF GOVERNMENT-SPONSORED ENTERPRISES Pub. L. 101–73, title XIV, § 1404, Aug. 9, 1989, 103 Stat. 551, provided that: ‘‘(a) IN GENERAL.—In order to better manage the bonded indebtedness of the United States, the Sec- retary shall conduct 2 annual studies to assess the fi- nancial safety and soundness of the activities of all Government-sponsored enterprises and the impact of their operations on Federal borrowing. ‘‘(b) ACCESS TO RELEVANT INFORMATION.— ‘‘(1) INFORMATION FROM GSE’S.—Each Government- sponsored enterprise shall provide full and prompt ac- cess to the Secretary to its books and records, and shall promptly provide any other information re- quested by the Secretary. ‘‘(2) INFORMATION FROM SUPERVISORY AGENCIES.—In conducting the studies under this section, the Sec- retary may request information from, or the assist- ance of, any Federal department or agency author- ized by law to supervise the activities of any Govern- ment-sponsored enterprise. ‘‘(3) CONFIDENTIALITY OF INFORMATION.— ‘‘(A) IN GENERAL.—The Secretary shall determine and maintain the confidentiality of any book, record, or information made available under this subsection in a manner generally consistent with the level of confidentiality established for the ma- terial by the Government-sponsored enterprise in- volved. ‘‘(B) EXEMPTION FROM PUBLIC DISCLOSURE REQUIRE- MENTS.—The Department of the Treasury shall be exempt from section 552 of title 5, United States Code, with respect to any book, record, or informa- tion made available under this subsection and de- termined by the Secretary to be confidential under subparagraph (A). ‘‘(C) PENALTY FOR UNAUTHORIZED DISCLOSURE.— Any officer or employee of the Department of the Treasury shall be subject to the penalties set forth in section 1906 of title 18, United States Code, if— ‘‘(i) by virtue of his employment or official po- sition, he has possession of or access to any book, record, or information made available under this subsection and determined by the Secretary to be confidential under subparagraph (A); and ‘‘(ii) he discloses the material in any manner other than— ‘‘(I) to an officer or employee of the Depart- ment of the Treasury; or ‘‘(II) pursuant to the exceptions set forth in such section 1906. ‘‘(c) ASSESSMENT OF RISK.—In assessing the financial safety and soundness of the activities of Government- sponsored enterprises, and the impact of their activi- ties on Federal borrowing, the Secretary shall quantify the risks associated with each Government-sponsored enterprise. In quantifying such risks, the Secretary shall determine the volume and type of securities out- standing which are issued or guaranteed by each Gov- ernment-sponsored enterprise, the capitalization of each Government-sponsored enterprise, and the degree of risk involved in the operations of each Government- sponsored enterprise due to factors such as credit risk, interest rate risk, management and operations risk, and business risk. The Secretary shall also report on the quality and timeliness of information currently available to the public and the Federal Government concerning the extent and nature of the activities of Government-sponsored enterprises and the financial risk associated with such activities. ‘‘(d) REPORTS TO CONGRESS.—The Secretary shall sub- mit to the Congress— ‘‘(1) by May 15, 1990, a report setting forth the re- sults of the 1st annual study conducted under this section; and ‘‘(2) by May 15, 1991, a report setting forth the re- sults of the 2nd annual study conducted under this section. ‘‘(e) DEFINITIONS.—For purposes of this section: ‘‘(1) GOVERNMENT-SPONSORED ENTERPRISE.—The term ‘Government-sponsored enterprise’ means— ‘‘(A) the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank System, the Farm Credit Banks, the Banks for Cooperatives, the Federal Ag- ricultural Mortgage Corporation, the Student Loan Marketing Association, the College Construction Loan Insurance Association, and any of their affili- ated or member institutions; and ‘‘(B) any other Government-sponsored enterprise, as designated by the Secretary. ‘‘(2) SECRETARY.—The term ‘Secretary’ means the Secretary of the Treasury or his delegate.’’ § 1812. Management (a) Board of Directors (1) In general The management of the Corporation shall be vested in a Board of Directors consisting of 5 members— (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 Page 965 TITLE 12—BANKS AND BANKING § 1812 (C) 3 of whom shall be appointed by the President, by and with the advice and con- sent of the Senate, from among individuals who are citizens of the United States, 1 of whom shall have State bank supervisory ex- perience. (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) Chairperson 1 of the appointed members shall be des- ignated by the President, by and with the ad- vice 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 des- ignated by the President, by and with the ad- vice 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 dur- ing the absence or disability of the Chair- person, the Vice Chairperson shall act as Chairperson. (c) Terms (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 oc- curring before the expiration of the term for which such member’s predecessor was ap- pointed shall be appointed only for the re- mainder 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. (d) Vacancy (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 Protec- tion Bureau and pending the appointment of a successor, or during the absence or disability of the Comptroller of the Currency or the Di- rector of the Consumer Financial Protection Bureau, the acting Comptroller of the Cur- rency or the acting Director of the Consumer Financial Protection Bureau, as the case may be, shall be a member of the Board of Direc- tors in the place of the Comptroller or Direc- tor. (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 de- pository institution holding company dur- ing— (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 institu- tion holding company, Federal Reserve bank, or Federal home loan bank; or (B) hold stock in any insured depository institution or depository institution holding company. (3) Certification Upon taking office, each member of the Board of Directors shall certify under oath that such member has complied with this sub- section 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 Se- curities Act of 1933 [15 U.S.C. 77a et seq.] with respect to any claim arising out of or result- ing 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 liabil- ity 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 employ- ment. (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 Direc- tors of the Corporation in connection with ac- tivities 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 trans- actions, or Page 966 TITLE 12—BANKS AND BANKING § 1813 (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 offi- cials and employees not described in this sub- section. (Sept. 21, 1950, ch. 967, § 2[2], 64 Stat. 873; Pub. L. 86–230, § 19, Sept. 8, 1959, 73 Stat. 460; Pub. L. 98–181, title I [title VII, § 702(a)], Nov. 30, 1983, 97 Stat. 1267; Pub. L. 101–73, title II, § 203(a), Aug. 9, 1989, 103 Stat. 188; Pub. L. 102–18, title I, § 103(b), Mar. 23, 1991, 105 Stat. 60; Pub. L. 104–208, div. A, title II, § 2243, Sept. 30, 1996, 110 Stat. 3009–419; Pub. L. 111–203, title III, § 336(a), July 21, 2010, 124 Stat. 1540.) Editorial Notes REFERENCES IN TEXT The Securities Act of 1933, referred to in subsec. (f)(1), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of Title 15, Commerce and Trade. For com- plete classification of this Act to the Code, see section 77a of Title 15 and Tables. PRIOR PROVISIONS Section is derived from subsec. (b) of former section 264 of this title. See Codification note set out under section 1811 of this title. AMENDMENTS 2010—Subsec. (a)(1)(B). Pub. L. 111–203, § 336(a)(1), sub- stituted ‘‘Director of the Consumer Financial Protec- tion Bureau’’ for ‘‘Director of the Office of Thrift Su- pervision’’. Subsec. (d)(2). Pub. L. 111–203, § 336(a)(2), amended par. (2) generally. Prior to amendment, text read as follows: ‘‘In the event of a vacancy in the office of the Comp- troller of the Currency or the office of Director of the Office of Thrift Supervision and pending the appoint- ment of a successor, or during the absence or disability of the Comptroller or such Director, the acting Comp- troller of the Currency or the acting Director of the Of- fice of Thrift Supervision, as the case may be, shall be a member of the Board of Directors in the place of the Comptroller or Director.’’ Subsec. (f)(2). Pub. L. 111–203, § 336(a)(3), substituted ‘‘Consumer Financial Protection Bureau’’ for ‘‘Office of Thrift Supervision’’. 1996—Subsec. (a)(1)(C). Pub. L. 104–208 inserted ‘‘, 1 of whom shall have State bank supervisory experience’’ before period at end. 1991—Subsec. (f). Pub. L. 102–18 added subsec. (f). 1989—Pub. L. 101–73 amended section generally, desig- nating existing provisions as subsecs. (a) to (e), and making other changes relating to the make-up and op- eration of the Board. 1983—Pub. L. 98–181 inserted provision that each such appointive member may continue to serve after the ex- piration of his term until a successor has been ap- pointed and qualified. 1959—Pub. L. 86–230 provided for membership of Act- ing Comptroller of the Currency on Board of Directors during absence or disability of Comptroller instead of only during his absence from Washington. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Pub. L. 111–203, title III, § 336(b), July 21, 2010, 124 Stat. 1540, provided that: ‘‘This section [amending this section], and the amendments made by this section, shall take effect on the transfer date.’’ [For definition of ‘‘transfer date’’ as used in section 336(b) of Pub. L. 111–203, set out above, see section 5301 of this title.] TRANSITION PROVISION Pub. L. 101–73, title II, § 203(b), Aug. 9, 1989, 103 Stat. 189, which permitted the Chairman of the Board of Di- rectors of the Federal Deposit Insurance Corporation on Aug. 9, 1989, to continue to serve as the Chairperson until the end of the term to which such Chairman was appointed (notwithstanding any provision of this sec- tion), provided that the appointed member of the Board on Aug. 9, 1989, who is not the Chairman continue to serve in office until the earlier of the end of the term to which such member was appointed or Feb. 28, 1993, with certain exceptions, and provided that the term of any member appointed to the Board before Feb. 28, 1993 (including the term of any Chairperson), end on such date, was repealed by Pub. L. 111–203, title III, § 367(1), July 21, 2010, 124 Stat. 1556. COMPENSATION OF BOARD OF DIRECTORS Compensation of Chairman and members of the Board, see sections 5314 and 5315 of Title 5, Government Organization and Employees. § 1813. Definitions As used in this chapter— (a) Definitions of bank and related terms (1) Bank The term ‘‘bank’’— (A) means any national bank and State bank, and any Federal branch and insured branch; (B) includes any former savings associa- tion. (2) State bank The term ‘‘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) is engaged in the business of receiv- ing deposits, other than trust funds (as de- fined in this section); and (B) is incorporated under the laws of any State or which is operating under the Code of Law for the District of Columbia, including any cooperative bank or other un- incorporated bank the deposits of which were insured by the Corporation on the day before August 9, 1989. (3) State The term ‘‘State’’ means any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands. (b) Definition of savings associations and re- lated terms (1) Savings association The term ‘‘savings association’’ means— (A) any Federal savings association; (B) any State savings association; and