[Federal Register Volume 60, Number 168 (Wednesday, August 30, 1995)]
[Notices]
[Pages 45132-45137]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-21461]
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Notices
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains documents other than rules
or proposed rules that are applicable to the public. Notices of hearings
and investigations, committee meetings, agency decisions and rulings,
delegations of authority, filing of petitions and applications and agency
statements of organization and functions are examples of documents
appearing in this section.
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Federal Register / Vol. 60, No. 168 / Wednesday, August 30, 1995 /
Notices
[[Page 45132]]
DEPARTMENT OF AGRICULTURE
Rural Telephone Bank
Amendments to Bylaws
AGENCY: Rural Telephone Bank, USDA.
ACTION: Notice of revised bylaws.
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SUMMARY: The Board of Directors of the Rural Telephone Bank (Bank)
adopted amendments on August 11, 1995, to the bylaws of the Bank. The
bylaw amendments adopted will:
1. Modify the election procedures to allow for other than secret
balloting so that stockholders may vote by facsimile (Bylaw Sec. 4.3(a)
and (b), 4.4(a), 4.4(d));
2. Change the date regular stockholders' meetings are held (Bylaw
Sec. 3.1);
3. Substitute Rural Utilities Service or RUS for Rural
Electrification Administration or REA (Bylaw Sec. 2.2(a), 2.8, 4.2,
6.9); and
4. Update text to read gender neutral (Bylaw Sec. 2.4, 3.7(b),
4.4(e), 4.5, 4.6, 5.3, 6.2, 6.5, 6.5(g), 6.6, 6.6(g), 6.7, 7.1).
EFFECTIVE DATE: This action was effective August 11, 1995.
FOR FURTHER INFORMATION CONTACT: Robert Peters, Assistant Governor,
Rural Telephone Bank, Room 4056, South Building, U.S. Department of
Agriculture, Washington, DC, 20250, telephone (202) 720-9554.
The bylaws as revised follow:
By laws of Rural Telephone Bank with amendments adopted through
August 11, 1995.
Article I--Name, Organization, Purposes and Location
Sec. 1.1 Name, Organization, and Purposes. The name of the body
corporate by and for which these bylaws are adopted is Rural Telephone
Bank (hereinafter called the ``Bank''). It is an agency and
instrumentality of the United States, established by the Act of May 7,
1971, 85 Stat. 29, 7 U.S.C. 931-950(b), (hereinafter called the
``Act''), for the general purposes of obtaining an adequate supply of
supplemental funds to the extent feasible from non-Federal sources, to
utilize said funds in the making of loans pursuant to the Act, and to
conduct its operations to the extent practicable on a self-sustaining
basis.
Sec. 1.2 Location of Offices. The Bank shall have an office in the
District of Columbia, and additional offices at such other places as
the Governor, with the concurrence of the Board of Directors of the
Bank (hereinafter called the ``Board''), may from time to time
designate.
Article II--Capital Stock and Special Fund Equivalents
Sec. 2.1 Classes of Stock. The capital stock of the Bank shall
consist of three classes, to wit, Class A, Class B, and Class C.
Sec. 2.2 Rights, Powers, Privileges and Preferences of Each Class
of Stock. (a) Class A stock shall have a par value of one dollar
($1.00) per share and shall be issued only at par and only to the
Administrator of the Rural Utilities Service (hereinafter called the
``Administrator'') on behalf of the United States for capital furnished
to the Bank by the United States as provided in section 406(a) of the
Act, and shall be non-voting stock. Such stock shall be entitled to a
cumulative return, payable from the Bank's income, at the rate of two
per centum (2%) per annum. Such stock shall be redeemed and retired in
such amounts and at such times as provided in section 406(c) of the
Act. Upon dissolution or liquidation of the Bank, Class A stock shall
be retired at par before any payment is made to holders of Class B or
Class C stock, and the holder of Class A stock shall be entitled to
share pro rata with the holders of Class B stock then outstanding in
the surpluses and contingency reserves remaining after the payment of
all the Bank's liabilities and after retirement of all classes of stock
at par as provided in section 411 of the Act. Class A stock shall not
be transferable.
(b) Class B stock shall have a par value of one dollar ($1.00) per
share, shall be issued only at par, shall be held only by the
recipients of loans made under section 408 of the Act, and shall be
voting stock. No dividends shall be payable on Class B stock, but the
holders thereof shall be entitled to patronage refunds in Class B stock
as hereinafter provided. Prior to dissolution or liquidation of the
Bank, Class B stock may be redeemed and retired only after all shares
of Class A stock shall have been redeemed and retired: Provided,
however, That the Board may, under rules of general application adopted
by it and upon agreement with the stockholder, provide for the
conversion of Class B stock into Class C stock upon payment of amounts
owed by a holder of Class B stock to the Bank and upon surrender of
sufficient shares of Class B stock, supplemented by cash if necessary,
to equal the par value of each share of Class C stock to be issued
inasmuch as fractional shares of Class C stock shall not be issued.
Upon dissolution or liquidation of the Bank, holders of Class B stock
shall be entitled to share pro rata with the holder of Class A stock
then outstanding in the surpluses and contingency reserves remaining
after the payment of all of the Bank's liabilities and after retirement
of all classes of stock at par as provided in section 411 of the Act.
Class B stock shall not be transferable, either absolutely or by way of
collateral, except in connection with the assumption by the transferee,
with the approval of the Governor, of all or part of the transferor's
loan from the Bank.
(c) Class C stock shall have a par value of one thousand dollars
($1,000) per share, shall be issued only at par, shall be held only by
borrowers or by corporations and public bodies eligible to borrow under
section 408 of the Act, or by organizations controlled by such
borrowers, corporations and public bodies, and shall be voting stock.
At such times and in such amounts as the Board may designate, dividends
may be declared and paid to holders of Class C stock, but only from
income of the Bank. Until all Class A stock is retired, the annual rate
of any such dividend shall not exceed the current average rate payable
on the bonds, debentures, notes and other evidences of indebtedness
issued by the Bank (hereinafter collectively called ``telephone
debentures''). No dividend on Class C stock shall be paid at any time
when any portion of the cumulative 2 percent return on Class A stock
required by section 406(c) of the Act remains unpaid. Prior to
dissolution or liquidation of the Bank, Class C stock may be redeemed
and retired only after
[[Page 45133]]
all shares of Class A stock shall have been redeemed and retired. Upon
dissolution or liquidation of the Bank, holders of Class C stock shall
be entitled to retirement of their stock at par after payment of all
liabilities of the Bank and after retirement of all Class A and Class B
stock at par, but shall not be entitled to share in any remaining
surpluses or contingency reserves, as provided in section 411 of the
Act. Class C stock shall not be transferable, absolutely or by way of
collateral, except to a borrower, or a corporation or public body
eligible to borrow under section 408 of the Act, or an organization
controlled by such borrowers, corporations, or public bodies.
(d) No holder of Class B or Class C stock shall be entitled to more
than one vote, regardless of the number and class or classes of shares
held, nor shall Class B and Class C stockholders, regardless of their
number, which are owned or controlled by the same person, group of
persons, firm, association, or corporation be entitled to more than one
vote.
Sec. 2.3 Share Certificates. (a) The Bank shall issue certificates
evidencing the purchase of shares of stock of the Bank but only upon
payment in full of the par value thereof. The Bank shall also issue
certificates evidencing distribution of patronage refunds as
hereinafter provided. The certificates for Class A stock shall be in
such form, satisfactory to the Administrator, as may be prescribed by
the Board from time to time. Certificates for Class B and Class C stock
shall be in such form as the Board may from time to time prescribe. The
certificates shall be signed by the Governor and attested by the
Secretary of the Bank. No certificate shall be valid unless it is
signed as herein provided. The Bank shall act as its own transfer agent
or registrar.
(b) All certificates of each class shall be consecutively numbered.
The name of the entity owning the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the
Bank's books. All certificates surrendered to the Bank for transfer or
conversion shall be canceled, and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Bank as the Board may prescribe.
(c) Notwithstanding other provisions in these bylaws, however, the
Board may authorize the use of book entry system for stock and issue
certificates only on the specific request of the stockholder.
(d) The Board may also, notwithstanding other bylaw provisions,
restrict the issuance of a certificate for shares associated with a
specific loan until the end of each fiscal year.
Sec. 2.4 Transfer of Shares. Shares in the capital stock of the
Bank shall be transferred only on the books of the Bank by
authorization from the holder thereof or by the holder's legal
representative upon proof of the legal representative's authority filed
with the Secretary of the Bank, and on surrender for cancellation of
such shares. The entity in whose name shares stand on the books of the
Bank shall be deemed to be the owner thereof for all purposes.
Sec. 2.5 Date for Determination of Stockholders' Rights. The Board
may fix a date, not exceeding four (4) months preceding the date of any
meeting of stockholders or any election of Directors, any dividend
payment date or any date for the determination or allotment of rights,
as a record date for the determination of stockholders entitled to
notice of and to vote at such meeting or in such election, or entitled
to receive such dividend or rights as the case may be.
Sec. 2.6 Special Fund Equivalents. The amounts to be paid by any
entity into the special fund provided for in section 406(f) of the Act
and the rights, powers, privileges and preferences in respect of
dividends, patronage refunds, voting rights, transfer of interest,
retirement of special fund equivalent and liquidation or dissolution of
the Bank accruing to an entity making such a payment, shall, to the
extent permitted under the laws of the jurisdiction in which such
entity is organized, be determined as if such entity had purchased
stock in the Bank for such payment. The Bank shall issue to such entity
written evidence, in such form as the Board may from time to time
prescribe, of the payment made by such entity into the Bank's special
fund established pursuant to said section 406(f) of the Act. Such
writing shall comply, in respect of its execution, numbering and the
surrender of such writing and the issuance of share certificates or
other evidence of payment into the special fund in lieu of the
surrendered evidence, with the provisions of section 2.3 above.
Evidences of payment into said special fund shall be transferred in the
manner provided in section 2.4 above for the transfer of shares of
stock. The provisions of section 2.5 above shall also be applicable in
respect of such evidences of payment. Each reference in these bylaws to
capital stock or to Class B or Class C stock and to stockholders shall,
subject to the first sentence of this section 2.6 be deemed to include
evidences, or holders of evidences, of payment into the special fund in
lieu of purchase of the class of stock to which reference is made.
Sec. 2.7 Commonly Owned or Controlled Stockholders. Each reference
in these bylaws to the voting rights of stockholders, shall, in respect
of stockholders which are owned or controlled by the same person, group
of persons, firm, association, or corporation (7 U.S.C. 946(b)) be
deemed to mean that the right is vested and is to be exercised as if
all such stockholders owned or controlled by the same person, group of
persons, firm, association or corporation were one stockholder.
Sec. 2.8 Classification of Stockholders. At least one month before
any meeting of stockholders or any election of Directors, the Governor
shall prepare a list of all stockholders, classified on the books of
the Rural Utilities Service as either cooperative-type or commercial-
type entities and organizations, which are entitled to vote, indicating
thereon those which are required to share their vote with other
commonly owned or controlled stockholders in a designated affiliated
group. A copy of the list shall be available for inspection and copying
at the offices of the Rural Telephone Bank and the Rural Utilities
Service in Washington, DC.
Article III--Meetings of Stockholders
Sec. 3.1 Regular Meeting. A regular meeting of the stockholders
shall be held each odd-numbered year after 1995 on such day and at such
place and time as may be selected by the Board, for the purpose of (a)
hearing reports from officers of the Bank, and (b) acting upon such
other matters as may properly be brought before the meeting.
Sec. 3.2 Special Meetings. Special meetings of the stockholders
may be called by the Chairperson of the Board, by resolution of the
Board, upon a written request signed by seven (7) members of the Board,
or by not less than fifty (50) stockholders, subject to section 2.7. It
shall be the duty of the Secretary to promptly cause notice of such
meeting to be given as hereinafter provided. Special meetings may be
held at any place designated by the person or persons calling the
meeting.
Sec. 3.3 Notice. Written or printed notice stating the place, day
and hour of the meeting, and the purpose or purposes for which the
meeting is called, shall be delivered not less than
[[Page 45134]]
ten (10) days nor more than forty (40) days before the date of the
meeting, either personally or by mail, by or at the direction of the
Secretary, or upon default by the Secretary, by the entities calling
the meeting, to each stockholder and published in the Federal Register.
If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder's address as it
appears on the records of the Bank with postage thereon prepaid. The
failure of any stockholder to receive notice of a meeting of
stockholders shall not invalidate any action which may be taken by the
stockholders at any such meeting.
Sec. 3.4 Quorum. The quorum for a meeting of the stockholders
shall consist of one hundred (100) stockholders present in person or by
proxy. All members of a commonly owned or controlled affiliated group
as set forth in section 2.7 shall be considered as one stockholder for
quorum as well as voting purposes. If less than a quorum is present at
any meeting, a majority of those present in person or by proxy may
adjourn the meeting from time to time without further notice.
Stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum. A stockholder shall be
considered as being present in person or by proxy if the individual
designated as its voting representative pursuant to section 3.7(a), is
present.
Sec. 3.5 Voting. Each stockholder entitled to vote shall be
entitled to only one vote upon each matter submitted to a vote at a
meeting of stockholders. All questions submitted to a vote of
stockholders shall be decided by a vote of a majority of the
stockholders voting thereon present in person or by proxy.
Sec. 3.6 Proxies. (a) Subject to sections 2.7 and 3.7(a), at all
meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder. Such proxy shall be filed with the
Secretary before or at the time of the meeting. No proxy shall be voted
at any meeting of stockholders unless it shall designate the particular
meeting at which it is to be voted, and no proxy shall be voted at any
meeting other than the one so designated or any adjournment of such
meeting. Any stockholder which has granted a proxy may vote in person
through the individual designated as its voting representative pursuant
to section 3.7(a) and such vote shall revoke the proxy theretofore
given and shall have the same effect as if the proxy shall not have
been executed. A proxy may only be voted by a voting representative of
another stockholder in the same segment of the industry as the grantor
of the proxy. Public bodies, for the purpose of these bylaws, shall be
considered part of the cooperative segment.
(b) Proxy voting is prohibited in the election of Directors.
Sec. 3.7 Voting of Shares by Certain Holders. (a) Shares standing
in the name of a corporation, public body, or other organization may be
voted by the director, manager, or other employee of the stockholder
authorized by the chief executive officer, president, or vice president
of such organization to be its voting representative or by the holder
of a proxy as set forth in section 3.6.
(b) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by the receiver without the transfer thereof into the receiver's
name if authority so to do be contained in an appropriate order of the
court by which such receiver was appointed.
(c) A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to vote
the shares so transferred.
Article IV--Directors
Sec. 4.1 Powers. Except to the extent otherwise required by law or
by these bylaws, the management of the Bank shall be vested in the
Board.
Sec. 4.2 Number. Until ownership, control and operation of the
Bank has been converted pursuant to section 410(a) of the Act, the
Board shall consist of seven members designated by the President of the
United States (five of whom shall be officers or employees of the
United States Department of Agriculture but not RUS and two of whom
shall be from the general public and not officers or employees of the
United States) and six additional members elected by the holders of
Class B and Class C stock.
Sec. 4.3 Election. (a) Six members of the Board shall be elected
by holders of Class B and Class C stock, voting noncumulatively as
follows: (1) Three by a plurality vote of stockholders voting in the
cooperative segment of the industry, from among the directors,
managers, and other employees of cooperative-type entities and
organizations controlled by them holding Class B or Class C stock, and
(2) three by a plurality vote of stockholders voting in the commercial
segment of the industry, from among the directors, managers, and other
employees of commercial-type entities and organizations controlled by
them holding Class B or Class C stock. Ballots cast for the election of
the Directors as established in section 405(b)(2) and (3) of the Act
shall be cast biennially and counted on such day in November of each
even-numbered year as the Board may select.
(b) Stockholders wishing to cast a secret ballot may vote by mail.
(c) Each election under paragraph (a)(1) or (a)(2) of this section
shall not be considered valid unless a majority of the stockholders
eligible to vote in the election have voted in the election.
(d) Upon a determination by the Assistant Secretary that ballots
were received from less than a majority of eligible voters in one or
both of the two segments of the industry, the Chairperson shall call a
special meeting of the Board to determine the procedures to be followed
for a new election for the segment or segments involved.
(e) In the event of a tie vote, the Chairperson shall call a
special meeting of the Board to determine the procedures to be followed
to break a tie vote.
Sec. 4.4 Nominations and Tenure. (a) At least three (3) months
before the tabulation of ballots for the election of Directors, the
Secretary shall send a form to each holder of Class B or Class C stock
which may be used to nominate not more than three eligible individuals
as defined in section 4.3(a) above. Any form nominating Directors
received by the Assistant Secretary of the Rural Telephone Bank within
the time limit established by the Board shall be tabulated by tellers
nominated by the Governor and approved by the Board.
(b) All eligible individuals receiving at least ten (10)
nominations by cooperative-type stockholders shall be entered on the
official ballot as candidates for the three positions on the Board
allocated to the cooperative segment of the industry. All eligible
individuals receiving at least ten (10) nominations by commercial-type
stockholders shall be entered on the official ballot as candidates for
the three positions on the Board allocated to the commercial segment of
the industry. The only nominees eligible for inclusion on the official
ballot as candidates are those certified by the Secretary as having
been nominated in accordance with the provisions in this subsection and
section 4.3(a) above, however, write-in candidates are permitted on the
official ballot which will contain blank spaces for writing in the
names of three additional candidates.
[[Page 45135]]
(c) The Secretary shall be responsible for mailing, at least three
(3) weeks before the date for tabulation of ballots, a statement of the
number of Board members to be elected by the stockholders in each
segment of the industry, a biographical sketch of each candidate for
the Board, and the official ballot to be used by the stockholder. Each
ballot shall show the name and the position of each candidate in the
candidate's stockholder's organization.
(d) The authorized voting representative of each stockholder shall
vote by mail ballot and shall be entitled to cast one vote for one
candidate for each position for which that stockholder is eligible to
vote. The authorized voting representative may be a director, manager,
or other employee of the stockholder authorized by the chief executive
officer, president, or vice president of such organization. Any mail
ballot received by the Assistant Secretary of the Bank by close of
business on the day before the day the ballots are to be counted shall
be tabulated by tellers nominated by the Governor and approved by the
Board. The Assistant Secretary shall deliver the ballots to the head
teller to be tabulated. A ballot sent by telephone facsimile and
received by the Assistant Secretary of the Bank shall be considered to
be a mail ballot.
(e) Directors shall be elected for two (2) years but they shall
serve after expiration of the term of office of such member until the
successor for such member has taken office. Upon the establishment of
the fact that a Director, at the time of the Director's election, did
not, or has since ceased to, have the qualifications required by these
bylaws or the Act, the Board shall remove such Director from office.
(f) Any nominating form or official ballot placed in the mail by
the Bank in Washington, D.C., addressed with the address appearing in
the official records of the Bank and with postage fully paid, shall be
considered properly mailed in satisfaction of the requirements of these
bylaws.
Sec. 4.5 Vacancies. Any vacancy occurring on the Board shall be
filled by the affirmative vote of the remaining Board members for the
unexpired portion of the term; Provided, however, That the person
selected by the Board to fill a vacancy shall be chosen from among the
same group (cooperative-type or commercial-type) of individuals that
elected the member's predecessor to the Board; And provided, further,
That the Board shall have no power to choose a successor to a Director
appointed by the President of the United States.
Sec. 4.6 Compensation. Board members designated from the general
public, pursuant to section 405(b)(1)(B) of the Act, or elected
pursuant to section 405(b)(2) or (3) of the Act, shall receive one
hundred dollars ($100) per day for each day or part thereof, not to
exceed fifty days per year, spent in the performance of official duties
for the Bank, and shall be reimbursed by the Bank for travel and other
expenses in such manner and subject to such limitations as the Board
may prescribe. Directors who are officers or employees of the
Department of Agriculture shall serve as directors without additional
compensation. No close relative of a Board member shall receive
compensation for serving the Bank unless the relationship shall have
been fully disclosed to the Board prior to the relative's employment
and the Board shall have determined that the relative's employment will
be beneficial to the Bank.
Sec. 4.7 Board Committees. The Board may, from time to time,
provide for such committees as it deems desirable. The resolution
establishing the committee shall prescribe the name and functions of
the committee, and shall name the Director or Directors who shall
constitute it and the Chairperson thereof. A majority of the members of
any such committee shall constitute a quorum. Vacancies on any such
committee shall be filled by appointment by the Board. The committee
shall keep a record of its proceedings and shall report to the Board as
and when required by it.
Article V--Meetings of Board
Sec. 5.1 Regular Meetings. A regular meeting of the Board shall be
held quarterly on ten (10) days notice at such times and places as
designated by resolution of the Board. In an election year, one such
meeting shall be held no more than 45 days after the date of the
election of Directors.
Sec. 5.2 Special Meetings. (a) Special meetings of the Board may
be called by the Chairperson or by any three Board members on ten (10)
days notice given in accordance with the regulations and bylaws of the
Bank. The person or persons calling the meeting shall fix the time and
place for the holding of the meeting.
(b) Special meetings of the Board may be held on less than ten (10)
days notice if a majority of the Directors determines by a recorded
vote that Bank business requires that the special meeting be held on
less than ten (10) days notice and that no earlier public announcement
of the change is possible.
Sec. 5.3 Notice. Notice of any meeting shall be given in writing
and delivered in person, by mail, by telephone facsimile, or by
telegram, to each Director and published in the Federal Register. If
mailed, such notices shall be deemed to be delivered when deposited in
the United States mail, addressed to the Director at the Director's
address as it appears on the records of the Bank, with postage thereon
prepaid; and if notice is by telephone facsimile, such notice shall be
deemed to be delivered when transmission of notice has been
successfully completed as shown on the facsimile machine's
communication report or comparable document; and if notice is by
telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegram company prepaid.
Sec. 5.4 Quorum. A majority of the members of the Board shall
constitute a quorum for the transaction of business at any meeting of
the Board; Provided, however, That if less than a majority of the Board
members is present at said meetings, a majority of Board members
present may adjourn the meeting from time to time; And provided,
further, That the Secretary shall notify any absent Board members of
the time and place of such adjourned meeting and shall publish notice
thereof in the Federal Register. The act of a majority of the Board
members present at a meeting at which a quorum is present shall be the
act of the Board except as otherwise provided in these bylaws.
Sec. 5.5 Sunshine Act. All meetings of the Board shall comply with
the Government in the Sunshine Act (5 U.S.C. 552b) and the regulations
of the Bank implementing such Act (7 CFR 1600.1 et seq.).
Article VI--Officers
Sec. 6.1 Number. The officers of the Board of Directors shall be
the Chairperson, Vice Chairperson, Secretary, Treasurer, and such other
officers as may be determined by the Board from time to time. The
offices of Secretary and Treasurer may be held by the same person.
Sec. 6.2 Election and Term of Office. The officers shall be
elected by the Board at the meeting of the Board held pursuant to
section 5.1 of these bylaws. If the election of officers shall not be
held at such meeting, such election shall be held as conveniently
thereafter as may be. Each officer shall hold office until the first
meeting of the Board following the next succeeding election of
Directors or until the officer's successor shall have been elected and
shall have qualified. A vacancy in any
[[Page 45136]]
office shall be filled by the Board for the unexpired portion of the
term.
Sec. 6.3 Removal of Officers and Agents. Any officer or agent
elected or appointed by the Board may be removed by the Board whenever
in its judgment the best interest of the Bank will be served thereby.
Sec. 6.4 Chairperson and Vice Chairperson. The Chairperson or, in
the Chairperson's absence or inability to act, the Vice Chairperson
shall:
(a) Preside at all meetings of the stockholders and of the Board;
and
(b) Not vote on a matter before the Board whenever the
Chairperson's vote will cause a tie vote on the matter.
Sec. 6.5 Secretary and Assistant Secretary. The Secretary or, in
the Secretary's absence or inability to act, the Assistant Secretary,
shall be responsible for:
(a) Keeping the minutes of all meetings except as otherwise
provided in these bylaws;
(b) Seeing that all notices are duly given in accordance with these
bylaws or as required by law;
(c) Safekeeping of the corporate records and affixing the seal of
the Bank to all documents, the execution of which on behalf of the Bank
under its seal is duly authorized in accordance with the provisions of
these bylaws;
(d) Keeping stock records containing names and addresses of all
stockholders of the Bank, showing, among other things, the number of
shares held by each, and the dates when they became the owners thereof;
(e) Attesting share certificates, and telephone debentures, the
issue of which shall have been authorized by the Board;
(f) Keeping on file at all times a complete copy of the bylaws of
the Bank containing all amendments thereto and, at the expense of the
Bank, furnishing a copy of the bylaws and of all amendments thereto to
every stockholder; and
(g) In general performing all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to
the Secretary by the Board.
Sec. 6.6 Treasurer and Assistant Treasurer. The Treasurer or, in
the Treasurer's absence or inability to act, the Assistant Treasurer,
shall be responsible for:
(a) Custody of all funds and securities of the Bank;
(b) The receipt of, and the issuance of receipts for, all moneys
due and payable to the Bank and for the deposit of all such moneys in
the name of the Bank in accordance with the provisions of these bylaws;
(c) Signing all checks, drafts, or other orders for the payment of
money; and
(d) In general performing all the duties incident to the office of
the Treasurer and such other duties as from time to time may be
assigned to the Treasurer by the Board.
Sec. 6.7 Governor. The Governor shall be the chief executive
officer of the Bank, and, without limiting the generality of the
authority vested in the Governor by law, shall:
(a) Sign share certificates and telephone debentures, the issue of
which shall have been authorized by the Board, and any other instrument
or document of the Bank;
(b) Establish the positions of Deputy Governor, Assistant Governor,
Deputy Assistant Governor, Assistant Secretary, and Assistant Treasurer
and recommend to the Board for approval those persons to serve in such
positions; and establish such other positions as the Governor shall
deem necessary, and appoint persons to fill such positions; and
(c) Carry-out policy adopted by the Board of Directors and
administer the telephone program in compliance with the laws enacted by
Congress.
Sec. 6.8 Bonds. Officers, employees or agents of the Bank shall be
bonded, at the expense of the Bank, if and to the extent the Governor
and the Board shall determine.
Sec. 6.9 Reports. The officers of the Bank shall annually submit
to the stockholders and to persons with a loan or loan commitment from
RUS reports covering the business of the Bank. The Board shall also
make an annual report to the Secretary of Agriculture, for transmittal
to the Congress, on the Administration of Title IV of the Rural
Electrification Act of 1936, as amended, and upon any other matters
relating to the effectuation of the policies of said Title IV,
including recommendations for legislation.
Article VII--Financial Transactions
Sec. 7.1 Countersignature of Checks, Drafts, Etc. Unless otherwise
determined by the Governor, all checks, drafts or other orders for the
payment of money shall be countersigned by such person or persons as
shall be designated by the Governor.
Sec. 7.2 Deposits. All funds except petty cash of the Bank shall
be deposited from time to time to the credit of the Bank in accordance
with the provisions of 31 United States Code 867. If, in accordance
with the provisions of such law, the Bank is permitted to choose a
depository other than the Treasurer of the United States, the Governor,
with the approval of the Board, shall select such other depository or
depositories.
Sec. 7.3 Fiscal Year. The fiscal year of the Bank shall, through
June 30, 1976, commence on July 1 of each year and end on June 30 of
the following year; and shall, beginning on October 1, 1976, commence
on October 1 of each year and end on September 30 of the following year
with the three months ending on September 30, 1976, being considered a
transition quarter between two fiscal years.
Article VIII--Patronage Capital
Sec. 8.1 Patronage Capital Assignable. ``Patronage capital
assignable'' shall consist of all revenues of the Bank for any fiscal
year in excess of the amount thereof necessary to:
(a) Pay expenses of the Bank, including without limitation,
payments in lieu of property taxes as provided in section 401(c) of the
Act;
(b) Pay interest on telephone debentures accruing in such fiscal
year;
(c) Provide reasonable allowances for depreciation, obsolescence
and losses on loans and interest receivable;
(d) Pay to the holder or holders of Class A stock an amount equal
to two per centum (2%) per annum of the capital furnished to the Bank
for such stock; and
(e) Pay to the holders of Class C stock dividends at the rate
determined by the Board; Provided, however, That no dividends shall be
declared on Class C stock until arrearages, if any, on payments to
holders of the cumulative Class A stock have been paid; and Provided,
further, That until all Class A stock shall have been retired, the
Board shall not declare any dividends on Class C stock at an annual
rate in excess of the then current average rate payable on the Bank's
telephone debentures.
Sec. 8.2 Calculation of Patronage Refunds. (a) After the end of
each fiscal year after fiscal year 1987, the patronage capital
assignable will be transferred to the reserve for losses due to
interest rate fluctuations. Any amounts in this reserve then in excess
of $10,000,000 shall be transferred from the reserve, on the basis of
amounts first transferred to the reserve being those first transferred
therefrom and these amounts shall be allocated as Class B stock to
those borrowers holding Class B stock during the fiscal year the
amounts were earned. The amount allocated to each such holder of Class
B stock for each fiscal year shall be calculated by applying to the
amount for a particular year transferred from the reserve pursuant to
the preceding sentence the ratio which the amount of interest revenue
to the Bank from each such holder of Class B
[[Page 45137]]
stock in that same fiscal year bears to the Bank's total interest
revenue from all holders of Class B stock in that same fiscal year.
(b) If, at any time after all Class A stock has been retired, the
Board should determine that the Bank's financial condition will not be
impaired thereby, it may establish procedures for the retirement of
Class B stock in full or in part or its conversion to Class C stock in
addition to the conversion authorized in section 2.2(b) hereof.
Sec. 8.3 Calculation of Class C Stock Dividend. For any fiscal year
after 1988, any dividends on Class C stock shall be paid to the holders
hereof on the basis of one-twelfth of the dividend for each full month,
or portion of a month, the stock is held during such fiscal year.
Article IX--Miscellaneous
Sec. 9.1 Waiver of Notice. Any stockholder or member of the Board
may waive in writing any notice of a meeting required to be given by
these bylaws, either before or after the time of such meeting. The
attendance of a stockholder or member of the Board at any meeting shall
constitute a waiver of notice of such meeting by such stockholder or
Board member, unless such attendance shall be for the express purpose
of objecting to the transaction of any business on the ground that the
meeting has not been lawfully called or convened.
Sec. 9.2 Policies, Rules and Regulations. The Board shall have
power to make and adopt such policies, rules and regulations, not
inconsistent with law or these bylaws, as it may deem advisable for the
management of the Bank.
Sec. 9.3 Accounting System and Audit Reports. The Board shall
cause to be established and maintained a complete accounting system
which, among other things, shall conform to accounting system
principles, standards and procedures applicable to corporate business
enterprises. A summary of the report of each audit of the Bank's
financial transactions made by the General Accounting Office of the
United States shall be mailed to each stockholder promptly after the
report shall have been received.
Sec. 9.4 Seal. The Board shall adopt a suitable corporate seal,
containing the name of the Bank.
Sec. 9.5 Conduct of Meetings. Meetings of stockholders and
Directors of the Bank shall be conducted in accordance with the current
edition of ``Roberts' Rules of Order'' except as such rules may be
inconsistent with the Act or these Bylaws.
Article X--Amendments
These bylaws may be altered or amended by a vote of two-thirds of
the entire Board at any regular or special meeting of the Board
provided the notice of such meeting shall contain a copy of the
proposed amendment or alteration. All stockholders shall be notified
immediately of any amendment of these bylaws.
Copies of the bylaws as amended will be mailed to all stockholders
of the Bank and all recipients of telephone loans from the Rural
Utilities Service or the Rural Telephone Bank. Others may receive
copies from the Governor, Rural Telephone Bank, Room 4051, South
Building, United States Department of Agriculture, Washington, DC
20250, telephone (202) 720-9540.
Dated: August 23, 1995.
Wally Beyer,
Governor, Rural Telephone Bank.
[FR Doc. 95-21461 Filed 8-29-95; 8:45 am]
BILLING CODE 3410-15-P
