Sec. 103. Board of Directors
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The management of the Corporation shall be vested in a Board of Directors consisting of 5 voting members— 1 of whom shall be the Director, who shall serve as Chairperson of the Board; and 4 of whom shall be appointed by the President, by and with the advice and consent of the Senate, from among individuals who are citizens of the United States— 1 of whom shall have demonstrated technical, academic, or professional understanding of, and practical, disciplinary, vocational, or regulatory experience working in, the field of asset management; 1 of whom shall have demonstrated technical, academic, or professional understanding of, and practical, disciplinary, vocational, or regulatory experience working in, mortgage insurance markets; 1 of whom shall have a demonstrated technical, academic, or professional understanding of, and practical, disciplinary, vocational, or regulatory experience working with, lenders having less than $10,000,000,000 in total assets; and 1 of whom shall have a demonstrated technical, academic, or professional understanding of, and practical, disciplinary, vocational, or regulatory experience working with, multifamily housing development.
The President shall appoint the Director of the Federal Housing Finance Agency as an additional non-voting member of the Board of Directors. The Director of the Federal Housing Finance Agency shall serve as non-voting member of the Board of Directors until such time as that position is abolished pursuant to title III. Each voting member of the Board of Directors shall be independent and neutral and maintain a fiduciary relationship to the Corporation in performing his or her duties.
In order to be considered independent for purposes of this paragraph, a voting member of the Board of Directors— may not, other than in his or her capacity as a member of the Board of Directors or any committee thereof— accept any consulting, advisory, or other compensatory fee from the Corporation; or be a person associated with the Corporation or with any affiliated company thereof; and shall be disqualified from any deliberation involving any transaction of the Corporation in which the member has a financial interest in the outcome of the transaction.
No individual that has, at any time prior to, on, or after the date of enactment of this Act, served as the Director or Acting Director of the Federal Housing Finance Agency may serve as a voting member of the Board of Directors. Except as otherwise may provided in this Act, the Board of Directors shall administer the affairs of the Corporation fairly and impartially and without discrimination. The Board of Directors may, in carrying out any duty, responsibility, requirement, or action authorized under this Act, consult with the Federal banking agencies or any individual Federal banking agency, as the Board determines necessary and appropriate.
Each appointed voting member shall be appointed for a term of 5 years and shall serve on a full-time basis. Any voting member appointed to fill a vacancy occurring before the expiration of the term for which such member's predecessor was appointed shall be appointed only for the remainder of such term. The Chairperson and each appointed voting 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.
A vacancy in the voting membership of the Board of Directors shall not affect the powers of the Board, and shall be filled in the manner in which the original appointment was made. A majority vote of all voting members of the Board of Directors is necessary to resolve all voting issues of the Corporation. The Board of Directors shall meet in accordance with the bylaws of the Corporation— at the call of the Chairperson; and not less frequently than once each month. Three voting members of the Board of Directors then in office shall constitute a quorum.
A majority of the voting members of the Board of Directors may amend the bylaws of the Corporation. Members of the Board of Directors may attend meetings of the Corporation and vote in person, via telephone conference, or via video conference. No voting member of the Board of Directors may during the time such member is in office— be an officer or director of any insured depository institution, depository institution holding company, Federal Reserve bank, Federal home loan bank, approved servicer, approved private mortgage insurer, institution that originates eligible mortgages, or institution that issues a covered security; or hold stock or a controlling interest in any insured depository institution or depository institution holding company, approved servicer, approved private mortgage insurer, institution that originates eligible mortgages, or institution that issues a covered security.
Upon taking office, each voting member of the Board of Directors shall certify under oath that such member has complied with this subsection and such certification shall be filed with the secretary of the Board of Directors. A director, member, officer, or employee of the Corporation has no liability under the Securities Act of 1933 (15 U.S.C. 77a et seq.) with respect to any claim arising out of or resulting from any act or omission by such person within the scope of such person's employment in connection with any transaction involving the Corporation.
This subsection shall not be construed to limit personal liability 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 employment. This subsection does not affect— any other immunities and protections that may be available to such person under applicable law with respect to such transactions; or 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 officials and employees not described in this subsection.
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Sec. 103
Board of Directors
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