Board of directors

§ 24302. Board of directors (a) Composition and Terms.—(1) The board of directors of Amtrak is composed of the following 9 directors, each of whom must be a citizen of the United States: (A) the Secretary of Transportation. (B) the President of Amtrak. (C) 3 individuals appointed by the President of the United States, by and with the advice and consent of the Senate, as follows: (i) one individual selected from a list of 3 qualified individuals submitted by the Railway Labor Executives Association. (ii) one chief executive officer of a State selected from among the chief executive officers of States with an interest in rail transportation. The chief executive officer may select an individual to act as the officer’s representative at board meetings. (iii) one individual selected as a representative of business with an interest in rail transportation. (D) 2 individuals selected by the President of the United States from a list of names consisting of one individual nominated by each commuter authority for which Amtrak Commuter provides commuter rail passenger transportation under section 24505 of this title and one individual nominated by each commuter authority in the region (as defined in section 102 of the Regional Rail Reorganization Act of 1973 (45 U.S.C. 702)) that provides its own commuter rail passenger transportation or makes a contract with an operator (except Amtrak Commuter), except that— (i) one of the individuals selected must have been nominated by a commuter authority for which Amtrak Commuter provides commuter rail transportation; or (ii) if Amtrak Commuter does not provide commuter rail passenger transportation for any authority, the 2 individuals shall be selected from a list of 5 individuals submitted by commuter authorities providing transportation over rail property of Amtrak. 108 STAT. 907 (E) 2 individuals selected by the holders of the preferred stock of Amtrak. (2) An individual appointed under paragraph (1)(C) of this subsection serves for 4 years or until the individual’s successor is appointed and qualified. Not more than 2 individuals appointed under paragraph (1)(C) may be members of the same political party. (3) An individual selected under paragraph (1)(D) of this subsection serves for 2 years or until the individual’s successor is selected. (4) An individual selected under paragraph (1)(E) of this subsection serves for one year or until the individual’s successor is selected. (5) The President of Amtrak serves as Chairman of the board. (6) The Secretary may be represented at a meeting of the board only by the Deputy Secretary of Transportation, the Administrator of the Federal Railroad Administration, or the General Counsel of the Department of Transportation. (b) Cumulative Voting.—The articles of incorporation of Amtrak shall provide for cumulative voting for all stockholders. (c) Conflicts of Interest.—When serving on the board, a director appointed by the President of the United States may not have— (1) a financial or employment relationship with a rail carrier; and (2) a significant financial relationship or an employment relationship with a person competing with Amtrak in providing passenger transportation. (d) Pay and Expenses.—Each director not employed by the United States Government is entitled to $300 a day when performing board duties and powers. Each director is entitled to reimbursement for necessary travel, reasonable secretarial and professional staff support, and subsistence expenses incurred in attending board meetings. (e) Vacancies.—A vacancy on the board is filled in the same way as the original selection, except that an individual appointed by the President of the United States under subsection (a)(1)(C) of this section to fill a vacancy occurring before the end of the term for which the predecessor of that individual was appointed is appointed for the remainder of that term. A vacancy required to be filled by appointment under subsection (a)(1)(C) must be filled not later than 120 days after the vacancy occurs. (f) Bylaws.—The board may adopt and amend bylaws governing the operation of Amtrak. The bylaws shall be consistent with this part and the articles of incorporation.