§300104. Board of governors

(a) Board of Governors.-(1) The board of governors is the governing body of the corporation with all powers of governing and managing the corporation. The board has 50 members. The governors shall be appointed or elected in the following manner:

(A) The President shall appoint eight governors, one of whom the President shall designate to act as the principal officer of the corporation with the title and functions provided in the bylaws. The other governors appointed by the President shall be officials of departments and agencies of the United States Government, whose positions and interests qualify them to contribute to carrying out the programs and purposes of the corporation. At least one, but not more than three, of those officials shall be selected from the Armed Forces.

(B) The chapters shall elect 30 governors at the national convention under procedures for nomination and election that ensure equitable representation of all chapters, with regard to geographical considerations, the size of the chapters, and the size of the populations served by the chapters.

(C) The board shall elect 12 governors as members-at-large. Those governors shall be individuals who are representative of the national interests that the corporation serves, and with which it is desirable that the corporation have close association.

(2) One-third of the members elected to the board shall be elected at each national convention, and take office at that time or as soon as practicable after the convention.

(b) Term of Office and Vacancies.-(1) The term of office of each governor is 3 years. However, the term of office of a governor appointed by the President (except the principal officer of the corporation) expires if, before the end of the 3-year term, the governor retires from the official position held at the time of appointment as a governor.

(2) The President shall fill as soon as practicable a vacancy in the office of the principal officer of the corporation or in the position of another governor appointed by the President. The board shall make a temporary appointment to fill a vacancy occurring in an elected position on the board. An individual appointed by the board to fill a vacancy serves until the next national convention.

(c) Executive Committee.-The board may-

(1) appoint, from its own members, an executive committee of at least 11 individuals to exercise the powers of the board when the board is not in session; and

(2) appoint and remove, or provide for the appointment and removal of, officers and employees of the corporation, except the principal officer of the corporation.

(d) Voting by Proxy.-Voting by proxy is not allowed at any meeting of the board, at the national convention, or at any meeting of a chapter. However, the board may allow the election of governors by proxy at the national convention if the board believes a national emergency makes attendance at the national convention impossible.

( Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1491 .)

In subsection (a)(1), before clause (A), the word "direction" is omitted as included in "governing and managing". In clause (A), the words "of the United States" and "as may from time to time be" are omitted as unnecessary.

In subsection (a)(2), the words "One-third of the members elected to the board shall be elected at each national convention, and take office at that time or as soon as practicable after the convention" are substituted for 36:5(c) (3d par.) to eliminate unnecessary words.

In subsection (b)(1), the words "if, before the end of the 3-year term, the governor retires from the official position held at the time of appointment as a governor" are substituted for "if and when such Governor shall retire, prior to the date on which his term as Governor would otherwise expire, from the official position held at the time of his appointment as Governor" for clarity and to eliminate unnecessary words.

In subsection (b)(2), the words "as soon as practicable" are substituted for "as soon as may be" for clarity. The words "that may occur by death, resignation, or otherwise" are omitted as unnecessary. The words "a vacancy occurring in an elected position on the board" are substituted for "Any vacancy that may occur in the Governors elected by the chapters pursuant to subsection (b) of this section or in the Governors-at-large elected by the Board of Governors pursuant to subsection (c) of this section" to eliminate unnecessary words. The words "An individual appointed by the board to fill a vacancy serves" are substituted for "such appointees to serve" for clarity.

In subsection (c)(2), the words "of the corporation" are substituted for "designated by the President of the United States" for consistency in the revised section.