PART 901—BYLAWS OF THE CORPORATION Authority: Sec. 6(5), Pub. L. 92-578, 88 Stat. 1270(5) (40 U.S.C. 875(5)). Source: 40 FR 41524, Sept. 8, 1975, unless otherwise noted. § 901.1 Title and office. (a) Title. (b) Office. § 901.2 Establishment. (a) Creation. et seq. et seq. the Act. (b) Purposes. § 901.3 Board of directors. (a) Powers and responsibilities. (b) Composition; number; selection; terms of office. (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. (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 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. (e) Directors serving in stead. (f) Vote by proxy. (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. (h) Approval of annual budget. [40 FR 41524, Sept. 8, 1975, as amended at 48 FR 20903, May 10, 1983] § 901.4 Officers. (a) General provisions. (b)(1) Powers and duties of the President. (2) Assumption of powers and duties by Vice Chairman. (c) Appointment of certain officers. (d) Powers and duties of the Executive Director. (1) Execute contracts, agreements, and other documents necessary for planning and design work and for ordinary operations of the Corporation. (2) Hire staff (including temporary or intermittent experts and consultants). (3) Procure space, equipment, supplies, and obtain interagency and commercial support services. (4) Direct and manage the day-to-day operations and work of the Corporation. (5) Supervise planning and development activities of the Corporation in accordance with the development plan and resolutions of the Board of Directors. (6) Perform such other duties and exercise such powers as the President and Board of Directors may prescribe. (e) Powers and duties of the Assistant Director/Legal. (1) Coordinate with the Department of Justice in assuring that the interests of the Corporation are represented in any litigation arising from its authorities or actions. (2) Advise the Board of Directors and the staff of statutory or regulatory requirements, and assure compliance therewith. (3) Prepare or review all contracts, agreements or other documents of a legal nature. (4) Prepare or review all draft legislation, regulations, official notices and other legal publications. (5) Perform such other duties as may be prescribed by the Board of Directors, the President, or the Executive Director. (f) Powers and duties of the Assistant Director/Development. (1) Manage development activities in accordance with the development plan. (2) Function as a key management official performing a wide range of duties required to accomplish the rebuilding of Pennsylvania Avenue. (3) Provide managerial responsibility for the work of all project managers and consultants relating to development projects. (4) Coordinate the tasks of other staff professionals as required for accomplishment of projects. (5) Be liaison between the Corporation and other governmental agencies that review projects in the development area. (6) Perform such other duties as may be prescribed by the Board of Directors, the President, or the Executive Director. (g) Powers and Duties of the Secretary. [40 FR 41524, Sept. 8, 1975, as amended at 47 FR 34536, Aug. 10, 1982] § 901.5 Annual report. The Executive Director shall prepare annually a comprehensive and detailed report of the Corporation's operations, activities, and accomplishments for the review of the Board of Directors. Upon approval by the Board, the Chairman shall transmit the report in January of each year to the President of the United States and to the Congress. § 901.6 Seal. The Corporation may adopt a corporate seal which shall have the name of the Corporation and year of incorporation printed upon it. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or reproduced. § 901.7 Amendments. These bylaws may be altered, amended, or repealed by the Board of Directors at any meeting, if notice of the proposed alteration, amendment, or repeal is contained in the notice of the meeting.