12 U.S.C. § 2012 — Board of directors

Page 1292 TITLE 12—BANKS AND BANKING § 2012 isiana, or Mississippi where all of the associations are chartered as agricultural credit associations, the boards of directors of each such association in each State are encouraged to submit to the farmer- borrowers of each such association for their ap- proval a plan for merging the associations into one statewide agricultural credit association, in accord- ance with the applicable provisions of the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.). ‘‘(K) DEFINITIONS.—As used in this paragraph: ‘‘(i) AGRICULTURAL CREDIT ASSOCIATION.—The term ‘agricultural credit association’ means an association having the same authorities, at- tributes, and obligations as, and for all purposes an agricultural credit association resulting from the implementation of the plan under this para- graph shall be deemed to be, an association re- sulting from the merger of a production credit as- sociation and a Federal land bank association under section 7.8 of the Farm Credit Act of 1971 (12 U.S.C. 2279c–1). ‘‘(ii) FARMER-BORROWER.—The term ‘farmer-bor- rower’ means a borrower from a Farm Credit Sys- tem association in the State of Alabama, Lou- isiana, or Mississippi who holds voting stock, or is eligible to hold voting stock, in the association or a stockholder in any such association. ‘‘(3) REVIEW.— ‘‘(A) IN GENERAL.—Actions and determinations of the arbitrator, the Farm Credit Administration, or the Farm Credit System Insurance Corporation pursuant to this subsection shall not be subject to judicial review except as provided in this para- graph, nor shall they be subject to the require- ments of subchapter II of chapter 5 or chapter 7 of title 5, United States Code. ‘‘(B) AGENCY DETERMINATIONS.— ‘‘(i) IN GENERAL.—Any petition for review of a determination or other action of the Farm Credit Administration or the Farm Credit System Insur- ance Corporation under this subsection shall be filed in the United States Court of Appeals for the District of Columbia Circuit not later than 10 days after the determination, or the petition shall be barred. The court shall have exclusive ju- risdiction to determine the proceeding in accord- ance with standard procedures as supplemented by procedures hereinafter provided and no other district court or court of appeals of the United States shall have jurisdiction over any such chal- lenge in any proceeding instituted prior to, on, or after the date of enactment of this subsection. The review of any determination or action of the Farm Credit Administration or the Farm Credit System Insurance Corporation under this sub- section shall be based on the examination of all of the information before the Farm Credit Adminis- tration or the Farm Credit System Insurance Cor- poration, as the case may be, at the time the de- termination was made. The court reviewing the determination or action shall not enter a stay or order of mandamus unless the court has deter- mined, after notice and a hearing before a panel of the court, that the agency action complained of was arbitrary, capricious, an abuse of discre- tion, or otherwise not in accordance with law. ‘‘(ii) PROCEDURES.—Notwithstanding any other provision of law, the court may set rules gov- erning the procedures of any such proceeding that set page limits on briefs and time limits for filing briefs and motions and other actions that are shorter than the limits specified in the Federal Rules of Civil or Appellate Procedure. ‘‘(iii) EXPEDITED REVIEW.—Any such proceeding before the court shall be assigned for hearing and completed at the earliest possible date, and shall be expedited in every way. The court shall render its final decision relative to any challenge not later than 50 days from the date the challenge is brought unless the court determines that a longer period of time is required to satisfy the require- ments of the Constitution. ‘‘(C) ARBITRATOR DETERMINATIONS.— ‘‘(i) IN GENERAL.—Except as otherwise provided in this paragraph, any petition for review of a de- termination or other action of the arbitrator named under paragraph (2) shall be filed in ac- cordance with the United States Arbitration Act (9 U.S.C. 1 et seq.). Such Act shall apply to the ar- bitration conducted pursuant to paragraph (2) to the same extent as if the arbitration were estab- lished in a contract evidencing a transaction in commerce between the Federal Intermediate Credit Bank of Jackson and the Farm Credit Bank of Texas. ‘‘(ii) PROCEDURES.—Notwithstanding the United States Arbitration Act (9 U.S.C. 1 et seq.), any pe- tition for review of a determination or other ac- tion of the arbitrator under this subsection shall be filed not later than 10 days after the deter- mination, or the petition shall be barred. The court specified under such Act shall have exclu- sive jurisdiction to determine the proceeding in accordance with the applicable procedures under such Act, as supplemented by procedures herein- after provided, and no other district court shall have jurisdiction over any such challenge in any such proceeding. Notwithstanding any other pro- vision of law, the court may set rules governing the procedures of any such proceeding that set page limits on briefs and time limits for filing briefs and motions and other actions that are shorter than the limits specified in the United States Arbitration Act or the Federal Rules of Civil or Appellate Procedure [28 U.S.C. App.]. ‘‘(iii) EXPEDITED REVIEW.—Any such proceeding before the court shall be assigned for hearing and completed at the earliest possible date, and shall be expedited in every way. The court shall render its final decision relative to any challenge as soon as possible in accordance with the United States Arbitration Act (9 U.S.C. 1 et seq.), or not later than 30 days from the date the challenge is brought, whichever is sooner, unless the court de- termines that a longer period of time is required to satisfy the requirements of the Constitution.’’ § 2012. Board of directors Each Farm Credit Bank shall elect a board of directors of such number, for such term, in such manner, and with such qualifications, as may be required in its bylaws, except that, at least one member shall be elected by the other directors, which member shall not be a director, officer, employee, or stockholder of a System institu- tion. (Pub. L. 92–181, title I, § 1.4, as added Pub. L. 100–233, title IV, § 401, Jan. 6, 1988, 101 Stat. 1622; amended Pub. L. 100–399, title IV, § 401(c), Aug. 17, 1988, 102 Stat. 995.) Editorial Notes PRIOR PROVISIONS A prior section 2012, Pub. L. 92–181, title I, § 1.4, Dec. 10, 1971, 85 Stat. 584; Pub. L. 96–592, title I, § 101, Dec. 24, 1980, 94 Stat. 3437; Pub. L. 99–205, title II, § 205(d)(1), Dec. 23, 1985, 99 Stat. 1703; Pub. L. 100–233, title VII, § 705(a), title VIII, § 802(b), Jan. 6, 1988, 101 Stat. 1706, 1710; Pub. L. 100–399, title VI, § 604, Aug. 17, 1988, 102 Stat. 1006, re- lated to corporate existence and general corporate pow- ers, prior to the general amendment of this subchapter by Pub. L. 100–233, § 401. AMENDMENTS 1988—Pub. L. 100–399 struck out ‘‘from its voting stockholders’’ after ‘‘shall elect’’. Page 1293 TITLE 12—BANKS AND BANKING § 2013 Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1988 AMENDMENT Amendment by Pub. L. 100–399 effective immediately after amendment made by section 401 of Pub. L. 100–233, which was effective 6 months after Jan. 6, 1988, see sec- tion 1001(b) of Pub. L. 100–399, set out as a note under section 2002 of this title. EFFECTIVE DATE Pub. L. 100–233, title IV, § 401, Jan. 6, 1988, 101 Stat. 1622, provided that this section is effective 6 months after Jan. 6, 1988. § 2013. General corporate powers Each Farm Credit Bank shall be a body cor- porate and, subject to regulation by the Farm Credit Administration, shall have power to— (1) adopt and use a corporate seal; (2) have succession until dissolved under the provisions of this chapter or other Act of Con- gress; (3) make contracts; (4) sue and be sued; (5) acquire, hold, dispose, and otherwise ex- ercise all the usual incidents of ownership of real and personal property necessary or con- venient to its business; (6) make, participate in, and discount loans, make commitments for credit, accept advance payments, and provide services as authorized in this chapter, and charge fees for such; (7) operate under the direction of its board of directors; (8) provide by its board of directors for a president, one or more vice presidents, a sec- retary, a treasurer, and provide for such other officers, employees, and agents as may be nec- essary, as provided in this chapter, define their duties, and require surety bonds or make other provision against losses occasioned by employees; (9) prescribe, by its board of directors, its bylaws that shall be consistent with law, and that shall provide for— (A) the classes of its stock and the manner in which such stock shall be issued, trans- ferred, and retired; and (B) the manner in which it is to— (i) select officers, employees, and agents; (ii) acquire, hold, and transfer property; (iii) make loans and discounts; (iv) conduct general business; and (v) exercise and enjoy the privileges granted to it by law; (10) borrow money and issue notes, bonds, debentures, or other obligations individually, or in concert with one or more other banks of the System, of such character, terms, condi- tions, and rates of interest as may be deter- mined as provided for in this chapter; (11) purchase nonvoting stock in, or pay in surplus to, and accept deposits of securities or funds from associations in its district, and pay interest on such funds; (12) participate with— (A) one or more other Farm Credit Banks in loans under this subchapter on such terms as may be agreed on among such banks; (B) one or more other Farm Credit System institutions in loans made under this sub- chapter or other subchapters of this chapter on the basis prescribed in section 2206 of this title; and (C) lenders that are not Farm Credit Sys- tem institutions in loans that the bank is authorized to make under this subchapter; (13) approve the salary scale of the officers and employees of the associations in its dis- trict and supervise the exercise by such asso- ciations of the functions vested in or delegated to them; (14) deposit the securities and current funds of the bank with any member bank of the Fed- eral Reserve System or any insured State non- member bank (within the meaning of section 1813 of this title) and pay fees and receive in- terest on such as may be agreed, and when des- ignated for that purpose by the Secretary of the Treasury, such bank— (A) shall be a depository of public money, except receipts from customs, under such regulations as may be prescribed by the Sec- retary; (B) may be employed as a fiscal agent of the Government; and (C) shall perform all such reasonable du- ties as a depository of public money or fi- nancial agent of the Government as may be required of such bank; except that no Government funds deposited under the provisions of this paragraph shall be invested in loans or bonds or other obligations of the bank; (15) buy and sell obligations of, or insured by, the United States or any agency thereof, or securities backed by the full faith and cred- it of any such agency, and make other invest- ments as may be authorized under regulations issued by the Farm Credit Administration; (16) sell to lenders that are not Farm Credit System institutions interests in loans, and buy from and sell to Farm Credit System in- stitutions interests in loans and other exten- sions of credit, and nonvoting stock as may be authorized under regulations issued by the Farm Credit Administration; (17) conduct studies and make and adopt standards for lending; (18) delegate to associations such functions as the bank determines appropriate; (19) amend and modify loan contracts, docu- ments, and payment schedules, and release, subordinate, or substitute security for any of such items; (20) for loans made by the bank, require as- sociations to endorse notes and other obliga- tions of borrowers from the bank; (21) exercise through the board of directors or authorized officers, employees, or agents of the bank, all such incidental powers as may be necessary or expedient to carry on the busi- ness of the bank; (22) accept contributions to the capital of the bank from associations and account for such in accordance with generally accepted ac- counting principles, except as may be author- ized by the Farm Credit Administration; (23) as may be authorized by the board of di- rectors of the bank, agree with other Farm Credit System institutions to share loan and