[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
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 This section of the FEDERAL REGISTER contains documents other than rules 
 or proposed rules that are applicable to the public. Notices of hearings 
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 delegations of authority, filing of petitions and applications and agency 
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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