12 U.S.C. § 3012 — General corporate powers

Page 1479 TITLE 12—BANKS AND BANKING § 3012 section 5315 of Title 5, Government Organization and Employees, and sections 856, 867, and 868 of former Title 31, Money and Finance] may be cited as the ‘National Consumer Cooperative Bank Act’.’’ SUBCHAPTER I—ESTABLISHMENT AND OPERATION § 3011. Creation and charter; principal office; venue; purposes The Congress of the United States hereby cre- ates and charters a body corporate to be known as the National Consumer Cooperative Bank (hereinafter in this chapter referred to as the ‘‘Bank’’). The Bank shall have perpetual exist- ence unless and until its charter is revoked or modified by Act of Congress. The right to revise, amend, or modify the charter of the Bank is spe- cifically and exclusively reserved to the Con- gress. The principal office of the Bank shall be in Washington, District of Columbia, and, for the purpose of venue, shall be considered a resi- dent thereof. It shall make loans and offer its services throughout the United States, its terri- tories and possessions, and in the Common- wealth of Puerto Rico. The Bank shall— (1) encourage the development of new and existing cooperatives eligible for its assistance by providing specialized credit and technical assistance; (2) maintain broad-based control of the Bank by its voting stockholders; (3) encourage broad-based ownership, con- trol, and active participation by members in eligible cooperatives; (4) assist in improving the quality and avail- ability of goods and services to consumers; and (5) encourage ownership of its equity securi- ties by cooperatives and others as provided in section 3014 of this title, so that the date when all of the Bank’s class A stock owned by the United States has been fully redeemed (the ‘‘Final Government Equity Redemption Date’’) occurs as early as practicable. (Pub. L. 95–351, title I, § 101, Aug. 20, 1978, 92 Stat. 499; Pub. L. 97–35, title III, § 396(b), Aug. 13, 1981, 95 Stat. 439.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in text, was in the original ‘‘this Act’’, meaning Pub. L. 95–351, Aug. 20, 1978, 92 Stat. 499, known as the National Consumer Cooperative Bank Act, which enacted this chapter, amended section 5315 of Title 5, Government Organization and Employ- ees, and sections 856, 867, and 868 of former Title 31, Money and Finance, and enacted provisions set out as a note under section 3001 of this title. For complete classification of this Act to the Code, see Short Title note set out under section 3001 of this title and Tables. AMENDMENTS 1981—Pub. L. 97–35 substituted provisions respecting creation, and denomination of the National Consumer Cooperative Bank, for provisions respecting creation, denomination, and status of the National Consumer Co- operative Bank. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1981 AMENDMENT Pub. L. 97–35, title III, § 396(i), Aug. 13, 1981, 95 Stat. 441, provided that: ‘‘The amendments made by sub- sections (b) through (h) [amending this section, sec- tions 3014, 3017, 3018, 3024, and 3043 of this title, section 5315 of Title 5, Government Organization and Employ- ees, and sections 856, 867, and 868 of former Title 31, Money and Finance] shall take effect on the day after the Final Government Equity Redemption Date [Dec. 31, 1981].’’ For definition of ‘‘Final Government Equity Redemption Date’’, see section 396(a) of Pub. L. 97–35, set out as a note under section 3012 of this title. FINAL GOVERNMENT EQUITY REDEMPTION DATE ESTABLISHED For establishment of Final Government Equity Re- demption Date as Dec. 31, 1981, see section 3026 of this title and notes set out under that section. § 3012. General corporate powers The Bank shall have the power to make and service loans, commitments for credit, guaran- tees, furnish financially related services, tech- nical assistance and the results of research, issue its obligations within the limitations im- posed by section 3017 of this title in such amounts, at such times, and on such terms as the Bank may determine, and to exercise the other powers and duties prescribed in this chap- ter, and shall have the power to— (1) operate under the direction of its Board of Directors; (2) adopt, alter, and use a corporate seal, which shall be judicially noted; (3) elect by its Board of Directors a presi- dent, one or more vice presidents, a secretary, a treasurer, and provide for such other offi- cers, employees, and agents as may be nec- essary, and define their duties in accordance with regulations and standards adopted by the Board, and require surety bonds or make other provisions against losses occasioned by acts of employees; (4) prescribe by its Board of Directors its by- laws not inconsistent with law, which shall es- tablish the terms of office and the procedure for election of elective members; provide in a manner not inconsistent with this chapter for the classes of its stock and the manner in which its stock shall be issued, transferred, and retired; and prescribe the manner in which its officers, employees, and agents are elected or selected, its property acquired, held and transferred, its loans, commitments, other fi- nancial assistance, guarantees and appraisals may be made, its general business conducted, and the privilege granted it by law exercised and enjoyed; (5) enter into contracts and make advance, progress, or other payments with respect to such contracts, without regard to the provi- sions of section 3324(a) and (b) of title 31; (6) sue and be sued in its corporate name and complain and defend, in any court of com- petent jurisdiction, State or Federal; (7) acquire, hold, lease, mortgage, or dispose of, at public or private sale, real and personal property and sell or exchange any securities or obligations, and otherwise exercise all the usual incidents of ownership of property nec- essary or convenient to its business: Provided, That any such acquisition or ownership of real property shall not deprive a State or political subdivision thereof of its civil or criminal ju- risdiction in and over such property or impair Page 1480 TITLE 12—BANKS AND BANKING § 3013 the civil rights of the inhabitants of such property under Federal, State, or local laws; (8) obtain insurance against loss in connec- tion with property and other assets; (9) modify or consent to the modification with respect to the rate of interest, time of payment of any installment of principal or in- terest, security, or any other term of any con- tract or agreement to which it is a party or has an interest pursuant to this chapter; (10) utilize and act through any Federal, State, or local public agency or instrumen- tality, or private agency or organization, with the consent of the agency or organization con- cerned, and contract with such agency, instru- mentality, or organization for furnishing or receiving technical services and benefits of re- search, services, funds or facilities; and make advance, progress, or other payments with re- spect to such contracts without regard to sec- tion 3324(a) and (b) of title 31; (11) within the limitations of section 3017 of this title, borrow money and issue notes, bonds and debentures or other obligations in- dividually or in concert with other financial institutions, agencies or instrumentalities, of such character and such terms and conditions and at rates of interest as may be determined; (12) issue certificates of indebtedness to its stockholders or members and pay interest on funds left with the Bank, and accept grants or interest free temporary use of funds made available to it; (13) participate with one or more other fi- nancial institutions, agencies, instrumental- ities, or foundations in loans or guarantees under this chapter on terms as may be agreed upon; (14) accept guarantees from other agencies for which loans made by the Bank may be eli- gible; (15) establish one or more branch offices and one or more advisory councils in connection with any such branch offices, as may from time to time be authorized by the Board of Di- rectors; (16) buy and sell obligations of, or insured by, the United States or any agency or instru- mentalities thereof, or securities backed by the full faith and credit of any such agency or instrumentality and, after the final Govern- ment Equity Redemption Date, make such other investments as may be authorized by the Board of Directors; (17) approve the salary scale of officers and employees of the Bank, in accordance with regulations and standards adopted by the Board of Directors, without regard to the pro- visions of chapter 51 and subchapter III of chapter 53 of title 5 relating to classification and General Schedule pay rates, but, except as otherwise provided in this chapter, the Gen- eral Schedule pay rates shall be applicable until all class A stock held by the Secretary of the Treasury has been retired; and (18) have such other incidental powers as may be necessary or expedient to carry out its duties under this chapter. In determining whether a public offering is tak- ing place for the purpose of the Securities Act of 1933 [15 U.S.C. 77a et seq.], there shall be ex- cluded from consideration all class B and class C stock purchases which took place prior to Au- gust 13, 1981. (Pub. L. 95–351, title I, § 102, Aug. 20, 1978, 92 Stat. 500; Pub. L. 97–35, title III, § 394(d)(1), Aug. 13, 1981, 95 Stat. 436.) Editorial Notes REFERENCES IN TEXT The Securities Act of 1933, referred to in text, is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classi- fied generally to subchapter I (§ 77a et seq.) of chapter 2A of Title 15, Commerce and Trade. For complete clas- sification of this Act to the Code, see section 77a of Title 15 and Tables. CODIFICATION In pars. (5) and (10), ‘‘section 3324(a) and (b) of title 31’’ substituted for ‘‘section 3648 of the Revised Stat- utes [31 U.S.C. 529]’’ on authority of Pub. L. 97–258, § 4(b), Sept. 13, 1982, 96 Stat. 1067, the first section of which enacted Title 31, Money and Finance. AMENDMENTS 1981—Pub. L. 97–35 substituted provisions relating to a public offering for purposes of the Securities Act of 1933, for provisions setting forth criteria for the term ‘‘exempt securities’’. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1981 AMENDMENT Pub. L. 97–35, title III, § 394(d)(2), Aug. 13, 1981, 95 Stat. 436, provided that: ‘‘The amendment made by paragraph (1) [amending this section] shall take effect on the day after the Final Government Equity Redemp- tion Date [Dec. 31, 1981].’’ See section 396(a) of Pub. L. 97–35 set out below. ‘‘FINAL GOVERNMENT EQUITY REDEMPTION DATE’’ DEFINED Pub. L. 97–35, title III, § 396(a), Aug. 13, 1981, 95 Stat. 439, provided that: ‘‘For purposes of this subtitle [see Short Title of 1981 Amendment note set out under sec- tion 3001 of this title], the term ‘Final Government Eq- uity Redemption Date’ shall have the same meaning given such term in section 101(5) of the National Con- sumer Cooperative Bank Act (12 U.S.C. 3011(5)).’’ § 3013. Board of Directors (a) Composition; term of office; removal by Presi- dent The Bank shall be governed by a Board of Di- rectors (hereinafter in this chapter referred to as the ‘‘Board’’) which shall consist of 15 mem- bers. 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 stock- holders (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 depart- ments of the United States; and