49 U.S.C. § 24304 — Employee stock ownership plans

Page 677 TITLE 49—TRANSPORTATION § 24304 balanced representation of the major geographic re- gions of the United States served by Amtrak’’. Subsec. (a)(4) to (6). Pub. L. 117–58, § 22202(a)(4), added pars. (4) to (6) and struck out former par. (4) which read as follows: ‘‘The Board shall elect a chairman and a vice chairman, other than the President of Amtrak, from among its membership. The vice chairman shall serve as chairman in the absence of the chairman.’’ Former par. (5) redesignated (7). Subsec. (a)(7). Pub. L. 117–58, § 22202(a)(3), redesig- nated par. (5) as (7). 2015—Subsec. (a)(1). Pub. L. 114–94, § 11205(1)(A), sub- stituted ‘‘10 directors’’ for ‘‘9 directors’’. Subsec. (a)(1)(B). Pub. L. 114–94, § 11205(1)(B), inserted ‘‘, who shall serve as a nonvoting member of the Board’’ after ‘‘Amtrak’’. Subsec. (a)(1)(C). Pub. L. 114–94, § 11205(1)(C), sub- stituted ‘‘8’’ for ‘‘7’’. Subsec. (e). Pub. L. 114–94, § 11205(2), inserted ‘‘who are eligible to vote’’ after ‘‘serving’’. 2008—Pub. L. 110–432 amended section generally. Prior to amendment, section related, in subsec. (a), to estab- lishment, duties, membership, and confirmation proce- dure of Reform Board, in subsec. (b), to selection of the Board of Directors, and in subsec. (c), to authority of Reform Board to recommend to Congress a plan to im- plement transfer of Amtrak’s infrastructure assets and responsibilities to a new separately governed corpora- tion. 1997—Pub. L. 105–134 amended section generally. Prior to amendment, section related, in subsec. (a), to com- position and terms of Amtrak board of directors, in subsec. (b), to cumulative voting by stockholders, in subsec. (c), to conflicts of interest of directors, in sub- sec. (d), to pay and expenses of directors, in subsec. (e), to vacancies on board, and in subsec. (f), to bylaws of board. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2015 AMENDMENT Amendment by Pub. L. 114–94 effective Oct. 1, 2015, see section 1003 of Pub. L. 114–94, set out as a note under section 5313 of Title 5, Government Organization and Employees. EFFECTIVE DATE OF 2008 AMENDMENT Pub. L. 110–432, div. B, title II, § 202(b), Oct. 16, 2008, 122 Stat. 4912, provided that: ‘‘The amendment made by subsection (a) [amending this section] shall take effect 6 months after the date of enactment of this Act [Oct. 16, 2008]. The members of the Amtrak Board of Direc- tors serving as of the date of enactment of this Act may continue to serve for the remainder of the term to which they were appointed.’’ RULE OF CONSTRUCTION Pub. L. 117–58, div. B, title II, § 22202(b), Nov. 15, 2021, 135 Stat. 698, provided that: ‘‘None of the amendments made by subsection (a) [amending this section] may be construed as affecting the term of any director serving on the Amtrak Board of Directors under section 24302(a)(1)(C) of title 49, United States Code, as of the date of enactment of this Act [Nov. 15, 2021].’’ § 24303. Officers (a) APPOINTMENT AND TERMS.—Amtrak has a President and other officers that are named and appointed by the board of directors of Amtrak. An officer of Amtrak must be a citizen of the United States. Officers of Amtrak serve at the pleasure of the board. (b) PAY.—The board may fix the pay of the of- ficers of Amtrak. An officer may not be paid more than the general level of pay for officers of rail carriers with comparable responsibility. The preceding sentence shall not apply for any fiscal year for which no Federal assistance is provided to Amtrak. (c) CONFLICTS OF INTEREST.—When employed by Amtrak, an officer may not have a financial or employment relationship with another rail carrier, except that holding securities issued by a rail carrier is not deemed to be a violation of this subsection if the officer holding the securi- ties makes a complete public disclosure of the holdings and does not participate in any deci- sion directly affecting the rail carrier. (Pub. L. 103–272, § 1(e), July 5, 1994, 108 Stat. 907; Pub. L. 105–134, title II, § 207, Dec. 2, 1997, 111 Stat. 2584.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 24303(a) ...... 45:543(d) (1st, 4th, 5th sentences). Oct. 30, 1970, Pub. L. 91–518, § 303(d), 84 Stat. 1331; June 22, 1972, Pub. L. 92–316, § 1(a), 86 Stat. 227; May 26, 1975, Pub. L. 94–25, § 2, 89 Stat. 90; July 18, 1982, Pub. L. 97–216, § 101 (par. under heading ‘‘Grants to the National Railroad Passenger Corporation’’), 96 Stat. 187; June 22, 1988, Pub. L. 100–342, § 18(c), 102 Stat. 636. 24303(b) ...... 45:543(d) (2d, 3d sen- tences). 24303(c) ...... 45:543(d) (last sen- tence). In subsection (a), the words ‘‘of directors of Amtrak’’ are added for clarity. In subsection (b), the words ‘‘rates of’’, ‘‘president and other’’, and ‘‘at a level’’ are omitted as surplus. In subsection (c), the words ‘‘direct or indirect’’ are omitted as surplus. The word ‘‘another’’ is substituted for ‘‘any’’ for clarity. Editorial Notes AMENDMENTS 1997—Subsec. (b). Pub. L. 105–134 inserted at end ‘‘The preceding sentence shall not apply for any fiscal year for which no Federal assistance is provided to Am- trak.’’ § 24304. Employee stock ownership plans In issuing stock pursuant to applicable cor- porate law, Amtrak is encouraged to include employee stock ownership plans. (Pub. L. 103–272, § 1(e), July 5, 1994, 108 Stat. 908; Pub. L. 105–134, title IV, § 415(a)(1), Dec. 2, 1997, 111 Stat. 2590.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 24304(a) ...... 45:544(a) (1st sen- tence, last sen- tence words be- fore (A), (A) (1st sentence), (B)(i) (1st sentence)). Oct. 30, 1970, Pub. L. 91–518, § 304(a), 84 Stat. 1331; Aug. 13, 1981, Pub. L. 97–35, § 1175(1), (2), 95 Stat. 691. 24304(b) ...... 45:544(a) (2d sen- tence). 45:544(b). Oct. 30, 1970, Pub. L. 91–518, § 304(b), 84 Stat. 1332; Oct. 28, 1974, Pub. L. 93–496, § 2, 88 Stat. 1526. 24304(c) ...... 45:544(a) (last sen- tence words be- fore (A), (A) (last sentence), (B)(i) (last sentence), (ii), (iii)). Page 678 TITLE 49—TRANSPORTATION § 24305 HISTORICAL AND REVISION NOTES—CONTINUED Revised Section Source (U.S. Code) Source (Statutes at Large) 24304(d)(1) .. 45:544(c)(1), (2). Oct. 30, 1970, Pub. L. 91–518, § 304(c)(1), (2), 84 Stat. 1332; restated Aug. 13, 1981, Pub. L. 97–35, § 1175(3), 95 Stat. 691. 24304(d)(2) .. 45:544(c)(3). Oct. 30, 1970, Pub. L. 91–518, 84 Stat. 1327, § 304(c)(3); added Apr. 7, 1986, Pub. L. 99–272, § 4003, 100 Stat. 107. 24304(d)(3) .. 45:544(c)(4). Oct. 30, 1970, Pub. L. 91–518, 84 Stat. 1327, § 304(c)(4); added Oct. 27, 1992, Pub. L. 102–533, § 5, 106 Stat. 3517. 24304(e) ...... 45:544(e)(2). Oct. 30, 1970, Pub. L. 91–518, § 304(d), (e), 84 Stat. 1332; restated Aug. 13, 1981, Pub. L. 97–35, § 1175(4), 95 Stat. 691. 24304(f) ....... 45:544(d). 24304(g) ...... 45:544(e)(1). In subsection (a), before clause (1), the words ‘‘issue and’’ are omitted because they are included in ‘‘have outstanding’’. The words ‘‘in such amounts as it shall determine’’ are omitted as surplus. The words ‘‘one issue of common stock and one issue of preferred stock’’ are substituted for ‘‘two issues of capital stock, a common and a preferred’’ for clarity. In clause (1), the word ‘‘designated’’ is omitted as surplus. In subsection (b)(1)(A), the words ‘‘may not hold’’ are substituted for ‘‘may be issued and held only by any person other than’’ to eliminate unnecessary words. In subsections (b)(1)(B) and (c), the words ‘‘as defined in section 10102(6) of title 49’’ are omitted because of the definition of ‘‘rail carrier’’ in section 24102 of the revised title. In subsection (b)(1)(B), the words ‘‘after the initial issue is completed’’ are omitted as executed. The words ‘‘single’’ and ‘‘directly or indirectly through subsidi- aries or affiliated companies, nominees, or any person subject to its direction or control’’ are omitted as sur- plus. The words ‘‘may vote not more than one-third of the total number of shares of outstanding common stock of Amtrak’’ are substituted for ‘‘At no time . . . shall the aggregate of the shares of common stock of the Corporation voted by . . . exceed 331⁄3 per centum of such shares issued and outstanding’’ to eliminate un- necessary words. In subsection (b)(2), the words ‘‘Additional common stock’’ are substituted for ‘‘a number of shares in ex- cess of 331⁄3 per centum of the total number of common shares issued and outstanding, such excess number’’ to eliminate unnecessary words. The words ‘‘issued and’’ are omitted because they are included in ‘‘out- standing’’. Subsection (c)(1) is substituted for ‘‘Dividends shall be fixed at a rate not less than 6 per centum per annum, and shall be cumulative’’ to eliminate unnecessary words. In subsection (c)(2), the text of 45:544(a) (last sen- tence) (A) (last sentence) and the words ‘‘for any divi- dend period’’ and ‘‘at the rate fixed in the articles of in- corporation’’ are omitted as surplus. In subsection (c)(3), the words ‘‘holders of preferred stock’’ are substituted for ‘‘preferred stockholders’’, and the words ‘‘holders of common stock’’ are sub- stituted for ‘‘common stockholders’’, for consistency in this chapter. In subsection (c)(4), the words ‘‘at such time and upon such terms as the articles of incorporation shall pro- vide’’ are omitted as surplus. In subsection (d)(1), the text of 45:544(c)(1) and the words ‘‘Commencing on October 1, 1981’’ are omitted as executed. The words ‘‘and in consideration of receiving further Federal financial assistance’’, ‘‘of the United States Government’’, ‘‘additional’’, and ‘‘of funds’’ are omitted as surplus. In subsection (d)(3), the words ‘‘required to be issued’’ are omitted as surplus. Subsection (e) is substituted for 45:544(e)(2) to elimi- nate unnecessary words. In subsection (f), the words ‘‘in addition to the stock authorized by subsection (a) of this section’’, ‘‘securi- ties, bonds, debentures, notes, and other’’, and ‘‘as it may determine’’ are omitted as surplus. Subsection (g) is substituted for 45:544(e)(1) to elimi- nate unnecessary words. Editorial Notes AMENDMENTS 1997—Pub. L. 105–134 amended section catchline and text generally, substituting provisions relating to em- ployee stock ownership plans for provisions relating to capitalization of Amtrak. Statutory Notes and Related Subsidiaries AMTRAK STOCK Pub. L. 105–134, title IV, § 415(b), (c), Dec. 2, 1997, 111 Stat. 2590, provided that Amtrak was to redeem all common stock previously issued for the fair market value of such stock before Oct. 1, 2002, and that the pre- ferred stock of Amtrak held by the Secretary of Trans- portation would confer no liquidation preference, effec- tive 90 days after Dec. 2, 1997, and confer no voting rights, effective 60 days after Dec. 2, 1997. § 24305. General authority (a) ACQUISITION AND OPERATION OF EQUIPMENT AND FACILITIES.—(1) Amtrak may acquire, oper- ate, maintain, and make contracts for the oper- ation and maintenance of equipment and facili- ties necessary for intercity and commuter rail passenger transportation, the transportation of mail and express, and auto-ferry transportation. (2) Amtrak shall operate and control directly, to the extent practicable, all aspects of the rail passenger transportation it provides. (3)(A) Except as provided in subsection (d)(2), Amtrak may enter into a contract with a motor carrier of passengers for the intercity transpor- tation of passengers by motor carrier over reg- ular routes only— (i) if the motor carrier is not a public recipi- ent of governmental assistance, as such term is defined in section 13902(b)(8)(A) of this title, other than a recipient of funds under section 5311 of this title; (ii) for passengers who have had prior move- ment by rail or will have subsequent move- ment by rail; and (iii) if the buses, when used in the provision of such transportation, are used exclusively for the transportation of passengers described in clause (ii). (B) Subparagraph (A) shall not apply to trans- portation funded predominantly by a State or local government, or to ticket selling agree- ments. (b) MAINTENANCE AND REHABILITATION.—Am- trak may maintain and rehabilitate rail pas- senger equipment and shall maintain a regional maintenance plan that includes— (1) a review panel at the principal office of Amtrak consisting of members the President of Amtrak designates; (2) a systemwide inventory of spare equip- ment parts in each operational region; (3) enough maintenance employees for cars and locomotives in each region; (4) a systematic preventive maintenance program;