E8-20298. Organization and Functions of the Board of Directors

AGENCY:

Board of Directors of the HOPE for Homeowners Program.

ACTION:

Notice.

SUMMARY:

The Board of Directors (Board) of the HOPE for Homeowners Program (Program) was established by statute to oversee the Program. Through this notice, the Board is publishing the bylaws that it has adopted regarding the Board's organization, staffing, and operational procedures.

DATES:

Effective Date: August 15, 2008.

FOR FURTHER INFORMATION CONTACT:

Camille E. Acevedo, Associate General Counsel for Legislation and Regulations, Department of Housing and Urban Development, 451 7th Street, SW., Room 10282, Washington, DC 20410-0500, telephone [phone] (this is not a toll-free number). Persons with hearing- or speech-impairments may access this number through TTY by calling the toll-free Federal Information Relay Service at 800-877-8339.

SUPPLEMENTARY INFORMATION:

Background

Title IV of Division A of the Housing and Economic Recovery Act of 2008 (Pub. L. 110-289, 122 Stat. 2654, approved July 30, 2008) (Act) amended Title II of the National Housing Act (NHA) to add a new section 257. This section established the Program as a temporary Federal Housing Administration (FHA) program that offers voluntary participation on the part of homeowners and existing loan holders (or servicers acting on their behalf) to insure refinanced loans for distressed borrowers to support long-term sustainable homeownership, including among other things, allowing homeowners to avoid foreclosure. Under the Program, a qualified mortgage borrower may refinance his or her existing mortgage into a new mortgage loan insured by the FHA, subject to conditions and restrictions specified in the Act. The Program authorizes FHA to insure such eligible mortgages commencing no earlier than October 1, 2008, and the authority to insure expires September 30, 2011.

Section 257(t) of the NHA establishes a Board of Directors to oversee the Program. The Board is composed of the Secretary of Housing and Urban Development, the Secretary of the Treasury, the Chairman of the Board of Governors of the Federal Reserve System, and the Chairperson of the Board of Directors of the Federal Deposit Insurance Corporation, or the respective designee of each. Section 257(t) of the NHA requires the Board to, among other things, establish requirements and standards for the Program and prescribe regulations and guidelines as may be necessary or appropriate to implement such requirements and standards.

Section 257(t) of the NHA also provides that the Board may “prescribe, amend, and repeal such bylaws as may be necessary for carrying out the functions of the Board.” Consistent with this provision, the Board has adopted bylaws regarding its organization, staffing, and operational procedures in order to facilitate the prompt implementation of the Program, and these bylaws are set forth in this notice.

The bylaws provide for appointment by the Board of an official staff consisting of an Executive Director, Counselor, Financial Officer, and Secretary, with their initial respective responsibilities set out in the organizational rules. The bylaws provide that the Board may request that any Federal Government employee be detailed to the Board without reimbursement by the Board and may arrange for the procurement of the services of outside experts and consultants as the Board considers necessary to assist it in fulfilling its duties with respect to the Program, as authorized by the Act. The Board may delegate authority to take certain actions to its official staff, officials or staff of the agencies represented on the Board, or other Federal Government employees detailed or providing services to the Board subject to such terms and conditions as the Board deems appropriate.

The bylaws further provide that records of the Board will be maintained at the main office of the Department of Housing and Urban Development, which also will serve as the principal place of business of the Board. The Board is publishing these bylaws in the Federal Register pursuant to 5 U.S.C. 552(a)(1)(A) and (B).

Section 1 Purpose and Scope

These bylaws describe the organizational structure of the Board of Directors (Board) established to oversee the program authorized by section 257 of the National Housing Act (Act) (12 U.S.C. 1715z-22) (the Program) and the general operational procedures by which the Board will carry out its oversight functions.

Section 2 Composition of the Board; Chairperson

a. Composition. The Board consists of—

1. The Secretary of Housing and Urban Development, or the Secretary's designee;

2. The Secretary of the Treasury, or the Secretary's designee;

3. The Chairman of the Board of Governors of the Federal Reserve System, or the Chairman's designee; and

4. The Chairperson of the Board of Directors of the Federal Deposit Insurance Corporation, or the Chairperson's designee.

b. Chairperson of the Board. The Secretary of Housing and Urban Development, or the Secretary's designee, shall serve as the Chairperson of the Board.

Section 3 Offices

The principal offices of the Board are at 451 7th Street, SW., Washington, DC 20410. The official records of the Board will be compiled and stored at this location.

Section 4  Meetings and Actions of the Board

a. Place and frequency. The Board meets on the call of the Chairperson of the Board in order to consider matters requiring review or action by the Board. The time and place for any such meeting shall be determined by the members of the Board.

b. Quorum and voting. A majority of the members of the Board constitute a quorum for the transaction of business. All decisions and determinations of the Board shall be made by a majority vote of the voting members. Votes on determinations of the Board shall be recorded in the minutes. A Board member may request that any vote be recorded according to individual Board members.

c. Agenda of meetings. To the extent practicable, an agenda for each meeting shall be distributed to members of the Board in advance of the date of the meeting, together with copies of materials relevant to the agenda items.

d. Minutes. The Secretary of the Board shall keep minutes of each Board meeting and of action taken without a meeting, a draft of which is to be distributed to each member of the Board as soon as practicable after each meeting or action. To the extent practicable, the minutes of a Board meeting shall be corrected and approved at the next meeting of the Board.

e. Use of conference call communications equipment. Any member may participate in a meeting of the Board through the use of conference call, telephone, or similar communications equipment, by means of which all persons participating in the meeting can simultaneously speak and hear each other. Any member so participating in a meeting shall be deemed present for all purposes. Actions taken by the Board at meetings conducted through the use of such equipment, including the votes of each member, shall be recorded in the usual manner in the minutes of the meetings of the Board.

f. Actions between meetings. When, in the judgment of the Chairperson, circumstances make it desirable for the Board to consider action other than at a meeting, the relevant information and recommendations for action may be transmitted to the members by the Secretary of the Board and the voting members may communicate their votes to the Chairperson in writing (including an action signed in counterpart by each Board member), electronically, or orally (including telephone communication). Any action taken under this paragraph (f) has the same effect as an action taken at a meeting.

Section 5 Staff

a. Executive Director. The Executive Director of the Board advises and assists the Board in carrying out its responsibilities under the Act, provides general direction with respect to the administration of the Board's actions, directs the activities of the staff, and performs such other duties as the Board may require.

b. Counselor. The Counselor to the Board provides legal advice relating to the responsibilities of the Board and performs such other duties as the Board or Executive Director may require.

c. Financial Officer. The Financial Officer of the Board provides financial advice relating to the responsibilities of the Board and performs such other duties as the Board or Executive Director may require.

d. Secretary. The Secretary of the Board sends notice of all meetings, prepares minutes of all meetings, maintains a complete record of all votes and actions taken by the Board, has custody of all records of the Board, and performs such other duties as the Executive Director may require.

e. Additional staff. The Board may request that any Federal Government employee be detailed or provide service to the Board without reimbursement by the Board and without interruption or loss of civil service status or privilege.

f. Committees. The Board may establish committees composed of members of the Board, staff of the Board, employees of any other agency of the U.S. Government who are detailed or providing services to the Board, or any combination of the foregoing.

g. Individuals holding multiple staff positions. An individual may hold more than one staff or committee position.

Section 6 Delegations

a. General. Subject to such terms and conditions as the Board deems appropriate, the Board may delegate authority to take certain actions not required by the Act to be taken by the Board to—

1. An individual member of the Board;

2. The Executive Director, the Counselor, Financial Officer, or the Secretary of the Board;

3. Any officer or employee of the Department of Housing and Urban Development, the Department of Treasury, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, or any other U.S. Government employee detailed or providing services to the Board; or

4. A committee composed of any of the foregoing persons.

b. Records. All delegations shall be made pursuant to resolutions of the Board and recorded in writing. Any action taken pursuant to delegated authority has the effect of an action taken by the Board.

Section 7 Experts and Consultants

The Board may arrange for the procurement of the services of experts or consultants as it determines appropriate to assist the Board in fulfilling its oversight duties and responsibilities.

Section 8 Review and Approval of Administrative Expenses

The Board may establish such processes for the review, approval, and monitoring of administrative expenses and other costs of the Program as the Board determines necessary and appropriate.

Section 9 Compensation

Members of the Board shall serve without compensation, but shall be reimbursed by their respective agencies for travel expenses, including per diem in lieu of subsistence equivalent to those set forth in subchapter I of 5 U.S.C. chapter 57.

Section 10 Amendments

These rules of organization and procedures of the Board may be adopted or amended, or new rules of organization or procedure may be adopted, only by majority vote of the Board.

Dated at Washington, DC, this 15th day of August, 2008.

By order of the Board of Directors of the HOPE for Homeowners Program.

Emmanuel Yeow,

Secretary of the Board.