[Code of Federal Regulations]
[Title 36, Volume 3]
[Revised as of July 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 36CFR901.3]

[Page 143-144]
 
              TITLE 36--PARKS, FORESTS, AND PUBLIC PROPERTY
 
         CHAPTER IX--PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION
 
PART 901--BYLAWS OF THE CORPORATION--Table of Contents
 
Sec. 901.3  Board of directors.

    (a) Powers and responsibilities. The business, property and affairs 
of the Corporation shall be managed and controlled by the Board of 
Directors, and all powers specified in the Act are vested in them. The 
Board may, at its discretion and as hereinafter provided, delegate 
authority necessary to carry on the ordinary operations of the 
Corporation to officers and staff of the Corporation.
    (b) Composition; number; selection; terms of office. The Board of 
Directors shall be comprised of fifteen voting members and eight 
nonvoting members. The powers and management of the Corporation shall 
reside with the fifteen voting members, and the procedures of the Board 
shall be determined by them.
    (1) The fifteen voting members shall include the seven government 
agency representatives specified in subsection 3(c) of the Act (or, 
their designees), and eight individuals meeting the qualifications of 
that subsection, appointed by the President of the United States from 
private life, at least four of whom shall be residents and registered 
voters of the District of Columbia.
    (2) The Chairman and Vice Chairman shall be designated by the 
President of the United States from among those members appointed from 
private life.
    (3) Upon his appointment, the Chairman shall invite the eight 
representatives designated in subsection 3(g) of the Act to serve as 
non-voting members of the Board of Directors.
    (4) Each member of the Board of Directors appointed from private 
life shall serve a term of six years from the expiration of his 
predecessor's term; except that the terms of the Directors first taking 
office shall begin on October 27, 1972 and shall expire as designated at 
the time of appointment. A Director may continue to serve until his 
successor has qualified.
    (5) A Director appointed from private life wishing to resign shall 
submit a letter of resignation to the President of the United States, 
and his resignation shall become effective upon the date of the 
President's acceptance thereof.
    (6) A Director, appointed to fill a vacancy occurring prior to the 
expiration of the term for which his predecessor was appointed, shall 
serve for the remainder of such term.
    (c) Meetings. (1) The Board of Directors shall meet and keep its 
records at the office of the Corporation.
    (2) Meetings of the Board of Directors shall be held at the call of 
the Chairman, but not less often than once every three months. The 
Chairman shall also call a meeting at the written request of any five 
voting members.
    (3) The Chairman shall direct the Secretary to give the members of 
the Board notice of each meeting, either personally, or by mail, or by 
telegram, stating the time, the place and the agenda for the meeting. 
Notice by telephone shall be personal notice. Any Director may waive, in 
writing, notice as

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to himself, whether before or after the time of the meeting, and the 
presence of a Director at any meeting shall constitute a waiver of 
notice of that meeting. Notice, in whatever form, shall be given so that 
a Director will have received it five working days prior to the time of 
the meeting.
    (4) Unless otherwise limited by the notice thereof, any and all 
Corporation business may be transacted at any meeting.
    (5) The Chairman shall preside at meetings of the Board of 
Directors, or the Vice Chairman in the absence of the Chairman. In the 
event of the absence of both the Chairman and the Vice Chairman, the 
Directors present at the meeting shall designate a Presiding Officer.
    (d) Quorum. The presence of a majority of the number of voting 
Directors serving at the time of a meeting of the Board shall constitute 
a quorum for the transaction of business at such meeting of the Board. 
The act of a majority of the voting Directors at any meeting at which 
there is a quorum shall be an act of the Board of Directors. If there 
shall be less than a quorum at any meeting, a majority of the voting 
Directors present may adjourn the meeting until such time as a quorum 
can practically and reasonably be obtained.
    (e) Directors serving in stead. Each member of the Board of 
Directors specified in paragraphs (1) through (7) of subsection 3(c) of 
the Act, if unable to serve in person, may designate up to two officials 
from his agency or department to serve on the Board in his stead. Such 
designation shall be effected by a letter of appointment, from the 
Director specified in the Act, received by the Chairman prior to or at a 
meeting of the Board of Directors. If two officials are so designated, 
then the Director specified in the Act shall identify one as the First 
Designee and the other as the Second Designee. The Second Designee may 
only serve as a Director if the First Designee is not in attendance at a 
meeting of the Board of Directors. An official designated to serve in 
stead shall serve as the voting Director of the represented agency until 
the Chairman receives written notice from the Director specified in the 
Act, or his successor, that the designation is rescinded.
    (f) Vote by proxy. Voting members of the Board of Directors unable 
to attend a meeting may vote by proxy on resolutions which have been 
printed in the agenda in advance for the meeting.
    (1) A Director unable to attend a meeting of the Board may submit a 
vote to be cast by the Presiding Officer by means of a written signed 
statement of his vote and the resolution to which it pertains together 
with any statement bearing on the matter the Director wishes to have 
read. The proxy vote shall be submitted to the Chairman with a separate 
signed copy to the Secretary, to be received not later than the close of 
business of the day prior to the date fixed for the meeting.
    (2) The Presiding Officer shall cast proxy votes received by the 
Chairman in the following manner:
    (i) Upon the close of discussion on a resolution for which there has 
been submitted one or more valid proxy votes, the Presiding Officer 
shall announce that he holds proxy vote(s) from named Director(s), and 
shall read any explanatory statements submitted by the Director(s) 
voting by proxy;
    (ii) The Presiding Officer shall take the vote of the Directors 
present and then declare the proxy votes in hand;
    (iii) The Secretary shall orally verify the validity of the votes 
submitted to be cast by proxy, and shall record them with the votes cast 
by the Directors present on the resolution.
    (3) Proxy votes shall not be utilized to effect the presence of a 
quorum.
    (g) Compensation of Directors. Members of the Board of Directors 
shall be compensated in the manner provided in section 3 of the Act.
    (h) Approval of annual budget. Upon completion by the staff of a 
draft annual budget request, the Chairman shall call a meeting of the 
Board of Directors for its review and consideration. Upon approval by 
the Board of the draft budget request, it may be submitted to the Office 
of Management and Budget.

[40 FR 41524, Sept. 8, 1975, as amended at 48 FR 20903, May 10, 1983]

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