(a) General.—The board of directors is the governing body of the corporation.

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Terms Used In 36 USC 152403

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Ex officio: Literally, by virtue of one's office.
  • officer: includes any person authorized by law to perform the duties of the office. See 1 USC 1
  • Quorum: The number of legislators that must be present to do business.

(b) Members and Appointment.—(1) The Librarian of Congress (hereafter in this chapter referred to as the “Librarian”) is an ex officio nonvoting member of the board. Not later than 90 days after the date of the enactment of this chapter, the Librarian shall appoint the directors to the board in accordance with paragraph (2).

(2)(A) The board consists of 12 directors.

(B) Each director shall be a United States citizen.

(C) At least 8 directors shall be knowledgeable or experienced in sound recording production, distribution, preservation, or restoration, including two who are sitting members of the National Recording Preservation Board. These 8 directors shall, to the extent practicable, represent diverse points of view from the sound recording community.

(3) A director is not an employee of the Library of Congress and appointment to the board does not constitute appointment as an officer or employee of the United States Government for the purpose of any law of the United States.

(4) The terms of office of the directors are 4 years.

(5) A vacancy on the board shall be filled in the manner in which the original appointment was made.

(c) Chair.—The Librarian shall appoint one of the directors as the initial chair of the board for a 2-year term. Thereafter, the chair shall be appointed and removed in accordance with the bylaws of the corporation.

(d) Quorum.—The number of directors constituting a quorum of the board shall be established under the bylaws of the corporation.

(e) Meetings.—The board shall meet at the call of the Librarian for regularly scheduled meetings.

(f) Reimbursement of Expenses.—Directors shall serve without compensation but may receive travel expenses, including per diem in lieu of subsistence, in accordance with sections 5702 and 5703 of title 5.

(g) Liability of Directors.—Directors are not personally liable, except for gross negligence.

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