(a) Board of Governors.—

(1) In general.—The board of governors is the governing body of the corporation with all powers of governing and directing, and of overseeing the management of the business and affairs of, the corporation.

(2) Number.—The board of governors shall fix by resolution, from time to time, the number of members constituting the entire board of governors, provided that—

(A) as of March 31, 2009, and thereafter, there shall be no fewer than 12 and no more than 25 members; and

(B) as of March 31, 2012, and thereafter, there shall be no fewer than 12 and no more than 20 members constituting the entire board.

Procedures to implement the preceding sentence shall be provided in the bylaws.

(3) Appointment.—The governors shall be appointed or elected in the following manner:

(A) Chairman.—

(i) In general.—The board of governors, in accordance with procedures provided in the bylaws, shall recommend to the President an individual to serve as chairman of the board of governors. If such recommendation is approved by the President, the President shall appoint such individual to serve as chairman of the board of governors.

(ii) Vacancies.—Vacancies in the office of the chairman, including vacancies resulting from the resignation, death, or removal by the President of the chairman, shall be filled in the same manner described in clause (i).

(iii) Duties.—The chairman shall be a member of the board of governors and, when present, shall preside at meetings of the board of governors and shall have such other duties and responsibilities as may be provided in the bylaws or a resolution of the board of governors.

(B) Other members.—

(i) In general.—Members of the board of governors other than the chairman shall be elected at the annual meeting of the corporation in accordance with such procedures as may be provided in the bylaws.

(ii) Vacancies.—Vacancies in any such elected board position and in any newly created board position may be filled by a vote of the remaining members of the board of governors in accordance with such procedures as may be provided in the bylaws.

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(b) Terms of Office.—

(1) In general.—The term of office of each member of the board of governors shall be 3 years, except that—

(A) the board of governors may provide under the bylaws that the terms of office of members of the board of governors elected to the board of governors before March 31, 2012, may be less than 3 years in order to implement the provisions of subparagraphs (A) and (B) of subsection (a)(2); and

(B) any member of the board of governors elected by the board to fill a vacancy in a board position arising before the expiration of its term may, as determined by the board, serve for the remainder of that term or until the next annual meeting of the corporation.

(2) Staggered terms.—The terms of office of members of the board of governors (other than the chairman) shall be staggered such that, by March 31, 2012, and thereafter, 1/3 of the entire board (or as near to 1/3 as practicable) shall be elected at each successive annual meeting of the corporation with the term of office of each member of the board of governors elected at an annual meeting expiring at the third annual meeting following the annual meeting at which such member was elected.

(3) Term limits.—No person may serve as a member of the board of governors for more than such number of terms of office or years as may be provided in the bylaws.

(c) Committees and Officers.—The board—

(1) may appoint, from its own members, an executive committee to exercise such powers of the board when the board is not in session as may be provided in the bylaws;

(2) may appoint such other committees or advisory councils with such powers as may be provided in the bylaws or a resolution of the board of governors;

(3) shall appoint such officers of the corporation, including a chief executive officer, with such duties, responsibilities, and terms of office as may be provided in the bylaws or a resolution of the board of governors; and

(4) may remove members of the board of governors (other than the chairman), officers, and employees under such procedures as may be provided in the bylaws or a resolution of the board of governors.

(d) Advisory Council.—

(1) Establishment.—There shall be an advisory council to the board of governors.

(2) Membership; appointment by president.—

(A) In general.—The advisory council shall be composed of no fewer than 8 and no more than 10 members, each of whom shall be appointed by the President from principal officers of the executive departments and senior officers of the Armed Forces whose positions and interests qualify them to contribute to carrying out the programs and purposes of the corporation.

(B) Members from the armed forces.—At least 1, but not more than 3, of the members of the advisory council shall be selected from the Armed Forces.

(3) Duties.—The advisory council shall advise, report directly to, and meet, at least 1 time per year with the board of governors, and shall have such name, functions and be subject to such procedures as may be provided in the bylaws.

(e) Action Without Meeting.—Any action required or permitted to be taken at any meeting of the board of governors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(f) Voting by Proxy.—

(1) In general.—Voting by proxy is not allowed at any meeting of the board, at the annual meeting, or at any meeting of a chapter.

(2) Exception.—The board may allow the election of governors by proxy during any emergency.

(g) Bylaws.—

(1) In general.—The board of governors may—

(A) at any time adopt bylaws; and

(B) at any time adopt bylaws to be effective only in an emergency.

(2) Emergency bylaws.—Any bylaws adopted pursuant to paragraph (1)(B) may provide special procedures necessary for managing the corporation during the emergency. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.

(h) Definitions.—For purposes of this section—

(1) the term “entire board” means the total number of members of the board of governors that the corporation would have if there were no vacancies; and

(2) the term “emergency” shall have such meaning as may be provided in the bylaws.