formation and structure

formation and structure Sec. 201. (a) Establishment.— There is established, in accordance with the provisions of this section, an incorporated nonprofit association to tie known as the United States Railway Association. (b) Administration.— The Association shall be directed by a Board of Directors. The individuals designated, pursuant to subsection (d)(2) of this section, as the Government members of such Board shall be deemed the incorporators of the Association and shall take whatever steps are necessary to establish the Association, including filing of articles of incorporation, and serving as an acting Board of Directors for a period of not more than 45 days after the date of incorporation of the Association. (c) Status.— The Association shall be a government corporation of the District of Columbia subject, to the extent not inconsistent with this title, to the District of Columbia Nonprofit Corporation Act (D.C. Code, sec. 29–1001 et seq.). Except as otherwise provided, employees of the Association shall not be deemed employees of the Federal Government. The Association shall have succession until dissolved by Act of Congress, shall maintain its principal office in the District of Columbia, and shall be deemed to be a resident of the District of Columbia with respect to venue in any legal proceeding. (d) Board of Directors.— The Board of Directors of the Association shall consist of 11 individuals, as follows: (1) the Chairman, a qualified individual who shall be appointed by the President, by and with the advice and consent of the Senate; (2) three Government members, who shall be the Secretary, the Chairman of the Commission, and the Secretary of the Treasury, or their duly authorized representatives; and (3) seven nongovernment members, who shall be. appointed by the President, by and with the advice and consent of the Senate, on the following basis— (A) one to be selected from a list of qualified individuals recommended by the Association of American Railroads or its successor who are representatives of profitable railroads; (B) one to be selected from a list of qualified individuals recommended by the American Federation of Labor and Congress of Industrial Organizations or its successor who are representative of railroad labor; (C) one to be selected from a list of qualified individuals recommended by the National Governors Conference; (D) one to be selected from a list of qualified individuals recommended by the National League of Cities and Conference, of Mayors; (E) two to be selected from lists of qualified individuals recommended by shippers and organizations representative of significant shipping interests including small shippers; (F) one to be selected from lists of qualified individuals recommended by financial institutions, the financial community, and recognized financial leaders. As used in this paragraph, a list of qualified individuals shall consist of not less than three individuals. Except for the members appointed under paragraphs (1) and (3)(A), (B), (E), and (F), no member of the Board may have any employment or other direct financial relationship with any railroad. A member of the Board who is not otherwise an employee of the Fed-87 Stat. 989eral Government may receive $300 per diem when engaged in the actual performance of his duties plus reimbursement for travel, subsistence, and other necessary expenses incurred in the performance of such duties. (e) Terms of Office.— The terms of office of the nongovernment members of the Board of Directors of the Association first taking office shall expire as designated by the President at the time of nomination—two at the end of the second year; two at the end of the fourth year; and three at the end of the sixth year. The term of office of the Chairman of such Board shall be 6 years. Successors to members of such Board shall be appointed in the same manner as the original members and, except m the case of government members, shall have terms of office expiring 6 years from the date of expiration of the terms for which their predecessors were appointed. Any individual appointed to fill a vacancy occurring prior to the expiration of any term of office shall be appointed for the remainder of that term. (f) Quorum.— Beginning 45 days after the date of incorporation of the Association, six members of the Board, including three of the non-government members, shall constitute a quorum for the transaction of any function of the Association. (g) President.— The Board of Directors of the Association, upon the recommendation of the Secretary, shall appoint a qualified individual to serve as the President of the Association at the pleasure of the Board. The President of the Association, subject to the direction of the Board, shall manage and supervise the affairs of the Association. (h) Executive Committee.— The Board of Directors of the Association shall have an executive committee which shall consist of the Chairman of the Board, the Secretary, the Chairman of the Commission, and two other members who shall be selected by the members of the Board. (i) Miscellaneous.— (1) The Association shall have a seal which shall be judicially recognized. (2) The Administrator of General Services shall furnish the Association with such offices, equipment, supplies, and services as be is authorized to furnish to any other agency or instrumentality of the United States. (3) The Secretary is authorized to transfer to the Association or the Corporation rights in intellectual property which are directly related to the conduct of the functions of the Association or the Corporation, to the extent that the Federal Government has such rights and to the extent that transfer is necessary to carry out the purposes of this Act. (j) Use of Names.— No person, except the Association, shall hereafter use the words “United States Railway Association” as a name for any business purpose. No person, except the corporation directed to be established under section 301 of this Act, shall hereafter use the words “Consolidated Rail Corporation” as a name for any business purpose. Violations of these provisions may be enjoined by any court of general jurisdiction in an action commenced by the Association or the Corporation. In any such action, the Association or the Corporation may recover any actual damages flowing from such violation, and, in addition, shall be entitled to punitive damages (regardless of the existence or nonexistence of actual damage) in an amount not to exceed $100 for each day during which such violation was committed. The district courts of the United States shall have jurisdiction over actions brought under this subsection, without regard to the amount in controversy or the citizenship of the parties.