[Federal Register Volume 82, Number 175 (Tuesday, September 12, 2017)]
[Rules and Regulations]
[Pages 42733-42735]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-19308]



29 CFR Part 4002

Bylaws of the Pension Benefit Guaranty Corporation

AGENCY: Pension Benefit Guaranty Corporation.

ACTION: Final rule.


SUMMARY: The Pension Benefit Guaranty Corporation is amending its 
bylaws regulation to conform to changes in the bylaws adopted by the 
Board of Directors.

DATES: Effective September 12, 2017.

([email protected]), General Counsel, Pension Benefit Guaranty 
Corporation, 1200 K Street NW., Washington, DC 20005-4026; 202-326-
4400, ext. 3083; Hilary Duke ([email protected]), Attorney, 
Regulatory Affairs Division, Office of the General Counsel, 202-326-
4400, extension 3839. (TTY and TDD users may call the Federal relay 
service toll-free at 800-877-8339 and ask to be connected to 202-326-
4400, extension 3083 or to 202-326-4400, extension 3839.)

SUPPLEMENTARY INFORMATION: The Pension Benefit Guaranty Corporation 
(PBGC) administers the pension plan termination insurance program under 
Title IV of the Employee Retirement Income Security Act of 1974 
(ERISA). Section 4002(b)(3) of ERISA gives PBGC power to adopt, amend, 
and repeal, by the board of directors, bylaws. Section 4002(f) of ERISA 
provides that the board of directors may alter, supplement, or repeal 
any existing bylaw, and may adopt additional bylaws from time to time 
as may be necessary. PBGC's bylaws are set forth in 29 CFR part 4002.
    PBGC's Board of Directors (the Secretaries of Labor, the Treasury, 
and Commerce) voted to amend the bylaws at a meeting of the Board of 
Directors on September 7, 2017. This rule replaces the old bylaws with 
the new bylaws in PBGC's regulations.

Compliance With Rulemaking Guidelines

    This is a rule of ``agency organization, procedure, or practice'' 
and is limited to ``agency organization, management, or personnel 
matters.'' Accordingly, this rule is exempt from notice and public 
comment requirements under 5 U.S.C. 553(b) and the requirements of 
Executive Order 12866 and Executive Order 13771. Because no general 
notice of proposed rulemaking is required, the Regulatory Flexibility 
Act does not apply to this rule. See 5 U.S.C. 601(2), 603, 604.
    PBGC finds good cause exists for making the bylaws set forth in 
this rule effective less than 30 days after publication because the 
amendments were adopted by the Board of Directors on September 7, 2017.

List of Subjects in Part 4002

    Administrative practice and procedure, Organization and functions 
(government agencies).

Accordingly, 29 CFR part 4002 is revised to read as follows:


4002.1 Board of Directors, Chair, and Representatives of Board 
4002.2 Quorum.
4002.3 Meetings.
4002.4 Place of meetings; use of conference call communications 
4002.5 Voting without a meeting.
4002.6 Conflict of interest.
4002.7 Director of the Corporation and senior officers.
4002.8 Emergency procedures.
4002.9 Seal.
4002.10 Authority and amendments.

    Authority:  29 U.S.C. 1302(b)(3), 1302(f).

Sec.  4002.1   Board of Directors, Chair, and Representatives of Board 

    (a) Composition and responsibilities of the Board of Directors--(1) 
Board. Section 4002(d)(1) of ERISA establishes the Board membership as 
the Secretaries of Labor (Chair), the Treasury, and Commerce. A person 
who, at the time of a meeting of the Board of Directors, is serving in 
an acting capacity as, or performing the duties of, a Member of the 
Board of Directors will serve as a Member of the Board of Directors 
with the same authority and effect as the designated Secretary.
    (2) Chair of the Board. As Chair of the Board, the Secretary of 
Labor will preside over all Board meetings. As a direct report to the 
Board under section 4002(d)(4) of ERISA, the Inspector General of the 
Corporation reports to the Board through the Chair. The Participant and 
Plan Sponsor Advocate also reports to the Board through the Chair.
    (3) Board responsibilities. Except as provided in paragraph (b) of 
this section, the Board may not delegate any of the following 
    (i) Voting on an amendment to these bylaws.
    (ii) Approval of the Annual Report, which includes the Annual 
Management Report (AMR) (and its components the financial statements, 
management's discussion and analysis, annual performance report and 
independent auditor's report), the Chair's message, and other 
documentation in conformance with guidance issued by the Office of 
Management and Budget (OMB).
    (iii) Approval of the Corporation's Investment Policy Statement.
    (iv) Approval of all reports or recommendations to the Congress 
required by Title IV of ERISA.
    (v) Approval of any policy matter (other than administrative 
policies) that would have a significant impact on the pension insurance 
    (vi) Review of reports from the Corporation's Inspector General 
that the Inspector General deems appropriate to deliver to the Board.
    (4) Investment Policy Statement review. The Board must review the 
Corporation's Investment Policy Statement at least every two years and 
approve the Investment Policy Statement at least every four years.
    (b) Designation of and responsibilities of Board Representatives 
and Alternate Representatives--(1) Board Representatives. A Board 
Representative, as designated under section 4002(d)(3) of ERISA, may 
act for all purposes under these bylaws, except that an action of a 
Board Representative

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on a Board Member's behalf with respect to the powers described in 
paragraphs (a)(3)(i) through (iii) of this section, will be valid only 
upon ratification in writing by the Board Member. Any Board 
Representative may refer for Board action any matter under 
consideration by the Board Representatives.
    (2) Alternate Representatives. A Board Member may designate in 
writing an official, not below the level of Assistant Secretary, to 
serve as the Board Member's Alternate Representative at a meeting. An 
Alternate Representative may act for all purposes at that meeting, 
except that the Alternate Representative's actions will be valid only 
upon ratification in writing by either the Board Member or the Board 
Representative. Any action of the Alternate Representative involving 
the powers described in paragraphs (a)(3)(i) through (iii) of this 
section or any matter that has been referred to the Board under 
paragraph (b)(1) of this section must be ratified in writing by the 
Board Member.
    (3) Ratification. For purposes of this section, ratification of a 
Board Representative or Alternative Representative action includes 
approval of the minutes of the meeting of the Board of Directors by 
voice vote or otherwise.
    (c) Review and approval of regulations. Regulations may be issued 
by the Director of the Corporation, subject to the following 
    (1) Regulations must first be reviewed for comment by each Board 
Representative except for routine updates of PBGC valuation factors and 
actuarial assumptions.
    (2) A Board Representative may, within 21 days of receiving a 
regulation for review, request that it be referred to the Board 
Representatives for approval.
    (3) Nonsignificant regulations and significant proposed regulations 
within the meaning of Executive Order 12866 and subject to review under 
paragraph (c)(1) of this section may be issued by the Director upon 
either the expiration of the time specified in paragraph (c)(2) of this 
section, or, if the approval option is exercised, upon Board 
Representative approval.
    (4) Significant final regulations must be approved by the Board 
Representatives or the Board.
    (5) The Director may submit regulations subject to approval by the 
Board Representatives or the Board to OMB for concurrent review after 
they have been pending without comment before the Board Representatives 
or the Board for more than 60 days.

Sec.  4002.2   Quorum.

    Section 4002(d)(2) of ERISA establishes that a majority of the 
Board Members will constitute a quorum for the transaction of business. 
Any act of a majority of the Members present at any meeting at which 
there is a quorum will be the act of the Board.

Sec.  4002.3   Meetings.

    (a) General. Meetings of the Board of Directors are called by the 
Chair in accordance with section 4002(e)(1) of ERISA and on the request 
of any Board Member. The Chair must provide reasonable notice of any 
meetings to each Board Member.
    (b) Minutes. The General Counsel of the Corporation serves as 
Secretary to the Board of Directors pursuant to section 4002(d)(5) of 
ERISA. The General Counsel must keep Board minutes. As soon as 
practicable after each meeting, the General Counsel must distribute a 
draft of the minutes of such meeting to each Member of the Board for 
approval. The Board of Directors may approve minutes by resolution or 
by voice vote at a subsequent meeting. Subject to appropriate 
redactions authorized by section 4002(e)(2)(C) of ERISA, approved 
minutes will be posted on PBGC's Web site.

Sec.  4002.4   Place of meetings; use of conference call communications 

    (a) Place of meetings. Meetings of the Board of Directors will be 
held at the principal office of the Corporation or the Department of 
Labor unless otherwise determined by the Board of Directors or the 
    (b) Teleconference. Any Member may participate in a meeting of the 
Board of Directors through the use of conference call telephone or 
similar communications equipment, by means of which all persons 
participating in the meeting can speak to and hear each other. Any 
Board Member so participating in a meeting will be deemed present for 
all purposes. Actions taken by the Board of Directors at meetings 
conducted through the use of such equipment, including the votes of 
each Member, must be recorded in the minutes of the meetings of the 
Board of Directors.

Sec.  4002.5   Voting without a meeting.

    A resolution of the Board of Directors signed by all of the Board 
Members or all of the Board Representatives will have the same effect 
as if agreed to at a meeting and must be kept in the Corporate Minutes 
Book. A resolution for an action taken on any matter for which a Board 
Member has been disqualified under Sec.  4002.6 may be signed by the 
Board Representative of the disqualified Board Member to the extent the 
matter is delegable under these bylaws.

Sec.  4002.6   Conflict of interest.

    (a) Board Members and Director. The Board Members and the Director 
must work with their respective ethics office to identify actual or 
potential conflicts of interest under 18 U.S.C. 208 or section 4002(j) 
of ERISA or the appearance of the loss of impartiality under 5 CFR 
    (b) Disqualification. A Board Member and the Director must notify 
the Board Members of disqualification in any decision or activity based 
on a conflict of interest under paragraph (a) of this section. To the 
extent a matter is delegable under these bylaws, the disqualified Board 
Member's Board Representative, acting independently of that Member, may 
vote on the matter in the Member's place. The disqualified Board Member 
may not ratify any action taken on the matter giving rise to his or her 

Sec.  4002.7  Director of the Corporation and senior officers.

    (a) Director of the Corporation. Section 4002(a) and (c) of ERISA 
establish that the Corporation is administered by a Director. Subject 
to policies established by the Board, the Director is responsible for 
the Corporation's management, including its personnel, organization and 
budget practices, and for carrying out the Corporation's functions 
under Title IV of ERISA. The Director will timely provide the Board any 
information necessary to assist the Board in exercising its statutory 
responsibilities. The Director must submit the Corporation's budget to 
the Chair of the Board for review and approval before formally 
submitting the budget to OMB.
    (b) Senior officers. The senior officers of the Corporation report 
directly to the Director. The Director must consult with the Board 
before eliminating or creating a senior officer position or making an 
appointment to a senior officer position.

Sec.  4002.8   Emergency procedures.

    (a) An emergency exists if a quorum of the Corporation's Board 
cannot readily be assembled or act through written contact because of 
the declaration of a government-wide emergency. These emergency 
procedures must remain in effect during the emergency and upon the 
termination of the emergency will cease to be operative unless and 
until another emergency occurs. The emergency

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procedures operate in conjunction with the PBGC Continuity of 
Operations Plan (``COOP Plan'') of the current year, and any 
government-wide COOP protocols in effect.
    (b) During an emergency, the business of the PBGC must continue to 
be managed in accordance with its COOP Plan. The functions of the Board 
of Directors must be carried out by those Members of the Board of 
Directors in office at the time the emergency arises, or by persons 
designated by the agencies' COOP plans to act in place of the Board 
Members, who are available to act during the emergency. If no such 
persons are available, then the authority of the Board must be 
transferred to the Board Representatives who are available. If no Board 
Representatives are available, then the Director of the Corporation 
must perform essential Board functions.
    (c) During an emergency, meetings of the Board may be called by any 
available Member of the Board. The notice thereof must specify the time 
and place of the meeting. To the extent possible, notice must be given 
in accordance with these bylaws. Notice must be given to those Board 
Members whom it is feasible to reach at the time of the emergency, and 
notice may be given at a time less than 24 hours before the meeting if 
deemed necessary by the person giving notice.

Sec.  4002.9   Seal.

    The seal of the Corporation must be in such form as may be approved 
from time to time by the Board.

Sec.  4002.10   Authority and amendments.

    (a) Section 4002 of ERISA and the bylaws establish the authority 
and responsibilities of the Board, the Board Representatives, and the 
    (b) These bylaws may be amended or new bylaws adopted by unanimous 
vote of the Board.

    Issued in Washington, DC.
 W. Thomas Reeder,
 Director, Pension Benefit Guaranty Corporation.
[FR Doc. 2017-19308 Filed 9-11-17; 8:45 am]