PART 4002—BYLAWS OF THE PENSION BENEFIT GUARANTY CORPORATION Authority: 29 U.S.C. 1302(b)(3), 1302(f). Source: 82 FR 42733, Sept. 12, 2017, unless otherwise noted. § 4002.1 Board of Directors, Chair, and Representatives of Board Members. (a) Composition and responsibilities of the Board of Directors Board. (2) Chair of the Board. (3) Board responsibilities. (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 program. (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. (b) Designation of and responsibilities of Board Representatives and Alternate Representatives Board Representatives. (2) Alternate Representatives. (3) Ratification. (c) Review and approval of regulations. (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. § 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. § 4002.3 Meetings. (a) General. (b) Minutes. § 4002.4 Place of meetings; use of conference call communications equipment. (a) Place of meetings. (b) Teleconference. § 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 § 4002.6 may be signed by the Board Representative of the disqualified Board Member to the extent the matter is delegable under these bylaws. § 4002.6 Conflict of interest. (a) Board Members and Director. (b) Disqualification. § 4002.7 Director of the Corporation and senior officers. (a) Director of the Corporation. (b) Senior officers. § 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 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. § 4002.9 Seal. The seal of the Corporation must be in such form as may be approved from time to time by the Board. § 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 Director. (b) These bylaws may be amended or new bylaws adopted by unanimous vote of the Board.