Bylaws of the Pension Benefit Guaranty Corporation, 42733-42735 [2017-19308]
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Federal Register / Vol. 82, No. 175 / Tuesday, September 12, 2017 / Rules and Regulations
(i) Be segregated from other FMDsusceptible livestock at a select lamb
facility operated under the authority of
the national veterinary authority of
Uruguay;
(ii) Be subjected to an FMD testing
scheme approved by the Administrator;
and
(iii) Be individually identified with
official unique identification that is part
of a national traceability system
sufficient to ensure that only the
products of select lambs meeting all
required criteria are exempt from the
deboning requirement.
(3) Select lambs and their products
must not be commingled with other
animals and their products within the
slaughter facility.
*
*
*
*
*
(Approved by the Office of Management and
Budget under control numbers 0579–0372,
0579–0414, 0579–0428, and 0579–0449)
Done in Washington, DC, this 6th day of
September 2017.
Michael C. Gregoire,
Acting Administrator, Animal and Plant
Health Inspection Service.
[FR Doc. 2017–19225 Filed 9–11–17; 8:45 am]
BILLING CODE 3410–34–P
PENSION BENEFIT GUARANTY
CORPORATION
29 CFR Part 4002
Bylaws of the Pension Benefit
Guaranty Corporation
Pension Benefit Guaranty
Corporation.
ACTION: Final rule.
AGENCY:
Effective September 12, 2017.
FOR FURTHER INFORMATION CONTACT:
Judith R. Starr (starr.judith@pbgc.gov),
General Counsel, Pension Benefit
Guaranty Corporation, 1200 K Street
NW., Washington, DC 20005–4026; 202–
326–4400, ext. 3083; Hilary Duke
(duke.hilary@pbgc.gov), Attorney,
Regulatory Affairs Division, Office of
the General Counsel, 202–326–4400,
extension 3839. (TTY and TDD users
may call the Federal relay service tollfree at 800–877–8339 and ask to be
connected to 202–326–4400, extension
3083 or to 202–326–4400, extension
3839.)
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The
Pension Benefit Guaranty Corporation
(PBGC) administers the pension plan
SUPPLEMENTARY INFORMATION:
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Compliance With Rulemaking
Guidelines
This is a rule of ‘‘agency organization,
procedure, or practice’’ and is limited to
‘‘agency organization, management, or
personnel matters.’’ Accordingly, this
rule is exempt from notice and public
comment requirements under 5 U.S.C.
553(b) and the requirements of
Executive Order 12866 and Executive
Order 13771. Because no general notice
of proposed rulemaking is required, the
Regulatory Flexibility Act does not
apply to this rule. See 5 U.S.C. 601(2),
603, 604.
PBGC finds good cause exists for
making the bylaws set forth in this rule
effective less than 30 days after
publication because the amendments
were adopted by the Board of Directors
on September 7, 2017.
List of Subjects in Part 4002
The Pension Benefit Guaranty
Corporation is amending its bylaws
regulation to conform to changes in the
bylaws adopted by the Board of
Directors.
SUMMARY:
DATES:
termination insurance program under
Title IV of the Employee Retirement
Income Security Act of 1974 (ERISA).
Section 4002(b)(3) of ERISA gives PBGC
power to adopt, amend, and repeal, by
the board of directors, bylaws. Section
4002(f) of ERISA provides that the board
of directors may alter, supplement, or
repeal any existing bylaw, and may
adopt additional bylaws from time to
time as may be necessary. PBGC’s
bylaws are set forth in 29 CFR part 4002.
PBGC’s Board of Directors (the
Secretaries of Labor, the Treasury, and
Commerce) voted to amend the bylaws
at a meeting of the Board of Directors on
September 7, 2017. This rule replaces
the old bylaws with the new bylaws in
PBGC’s regulations.
Administrative practice and
procedure, Organization and functions
(government agencies).
Accordingly, 29 CFR part 4002 is
revised to read as follows:
■
PART 4002—BYLAWS OF THE
PENSION BENEFIT GUARANTY
CORPORATION
Sec.
4002.1 Board of Directors, Chair, and
Representatives of Board Members.
4002.2 Quorum.
4002.3 Meetings.
4002.4 Place of meetings; use of conference
call communications equipment.
4002.5 Voting without a meeting.
4002.6 Conflict of interest.
4002.7 Director of the Corporation and
senior officers.
4002.8 Emergency procedures.
4002.9 Seal.
4002.10 Authority and amendments.
Authority: 29 U.S.C. 1302(b)(3), 1302(f).
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§ 4002.1 Board of Directors, Chair, and
Representatives of Board Members.
(a) Composition and responsibilities
of the Board of Directors—(1) Board.
Section 4002(d)(1) of ERISA establishes
the Board membership as the Secretaries
of Labor (Chair), the Treasury, and
Commerce. A person who, at the time of
a meeting of the Board of Directors, is
serving in an acting capacity as, or
performing the duties of, a Member of
the Board of Directors will serve as a
Member of the Board of Directors with
the same authority and effect as the
designated Secretary.
(2) Chair of the Board. As Chair of the
Board, the Secretary of Labor will
preside over all Board meetings. As a
direct report to the Board under section
4002(d)(4) of ERISA, the Inspector
General of the Corporation reports to the
Board through the Chair. The
Participant and Plan Sponsor Advocate
also reports to the Board through the
Chair.
(3) Board responsibilities. Except as
provided in paragraph (b) of this
section, the Board may not delegate any
of the following responsibilities—
(i) Voting on an amendment to these
bylaws.
(ii) Approval of the Annual Report,
which includes the Annual
Management Report (AMR) (and its
components the financial statements,
management’s discussion and analysis,
annual performance report and
independent auditor’s report), the
Chair’s message, and other
documentation in conformance with
guidance issued by the Office of
Management and Budget (OMB).
(iii) Approval of the Corporation’s
Investment Policy Statement.
(iv) Approval of all reports or
recommendations to the Congress
required by Title IV of ERISA.
(v) Approval of any policy matter
(other than administrative policies) that
would have a significant impact on the
pension insurance program.
(vi) Review of reports from the
Corporation’s Inspector General that the
Inspector General deems appropriate to
deliver to the Board.
(4) Investment Policy Statement
review. The Board must review the
Corporation’s Investment Policy
Statement at least every two years and
approve the Investment Policy
Statement at least every four years.
(b) Designation of and responsibilities
of Board Representatives and Alternate
Representatives—(1) Board
Representatives. A Board
Representative, as designated under
section 4002(d)(3) of ERISA, may act for
all purposes under these bylaws, except
that an action of a Board Representative
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Federal Register / Vol. 82, No. 175 / Tuesday, September 12, 2017 / Rules and Regulations
on a Board Member’s behalf with
respect to the powers described in
paragraphs (a)(3)(i) through (iii) of this
section, will be valid only upon
ratification in writing by the Board
Member. Any Board Representative may
refer for Board action any matter under
consideration by the Board
Representatives.
(2) Alternate Representatives. A Board
Member may designate in writing an
official, not below the level of Assistant
Secretary, to serve as the Board
Member’s Alternate Representative at a
meeting. An Alternate Representative
may act for all purposes at that meeting,
except that the Alternate
Representative’s actions will be valid
only upon ratification in writing by
either the Board Member or the Board
Representative. Any action of the
Alternate Representative involving the
powers described in paragraphs (a)(3)(i)
through (iii) of this section or any matter
that has been referred to the Board
under paragraph (b)(1) of this section
must be ratified in writing by the Board
Member.
(3) Ratification. For purposes of this
section, ratification of a Board
Representative or Alternative
Representative action includes approval
of the minutes of the meeting of the
Board of Directors by voice vote or
otherwise.
(c) Review and approval of
regulations. Regulations may be issued
by the Director of the Corporation,
subject to the following conditions—
(1) Regulations must first be reviewed
for comment by each Board
Representative except for routine
updates of PBGC valuation factors and
actuarial assumptions.
(2) A Board Representative may,
within 21 days of receiving a regulation
for review, request that it be referred to
the Board Representatives for approval.
(3) Nonsignificant regulations and
significant proposed regulations within
the meaning of Executive Order 12866
and subject to review under paragraph
(c)(1) of this section may be issued by
the Director upon either the expiration
of the time specified in paragraph (c)(2)
of this section, or, if the approval option
is exercised, upon Board Representative
approval.
(4) Significant final regulations must
be approved by the Board
Representatives or the Board.
(5) The Director may submit
regulations subject to approval by the
Board Representatives or the Board to
OMB for concurrent review after they
have been pending without comment
before the Board Representatives or the
Board for more than 60 days.
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§ 4002.2
Quorum.
Section 4002(d)(2) of ERISA
establishes that a majority of the Board
Members will constitute a quorum for
the transaction of business. Any act of
a majority of the Members present at
any meeting at which there is a quorum
will be the act of the Board.
§ 4002.3
Meetings.
(a) General. Meetings of the Board of
Directors are called by the Chair in
accordance with section 4002(e)(1) of
ERISA and on the request of any Board
Member. The Chair must provide
reasonable notice of any meetings to
each Board Member.
(b) Minutes. The General Counsel of
the Corporation serves as Secretary to
the Board of Directors pursuant to
section 4002(d)(5) of ERISA. The
General Counsel must keep Board
minutes. As soon as practicable after
each meeting, the General Counsel must
distribute a draft of the minutes of such
meeting to each Member of the Board
for approval. The Board of Directors
may approve minutes by resolution or
by voice vote at a subsequent meeting.
Subject to appropriate redactions
authorized by section 4002(e)(2)(C) of
ERISA, approved minutes will be posted
on PBGC’s Web site.
§ 4002.4 Place of meetings; use of
conference call communications
equipment.
(a) Place of meetings. Meetings of the
Board of Directors will be held at the
principal office of the Corporation or the
Department of Labor unless otherwise
determined by the Board of Directors or
the Chair.
(b) Teleconference. Any Member may
participate in a meeting of the Board of
Directors through the use of conference
call telephone or similar
communications equipment, by means
of which all persons participating in the
meeting can speak to and hear each
other. Any Board Member so
participating in a meeting will be
deemed present for all purposes.
Actions taken by the Board of Directors
at meetings conducted through the use
of such equipment, including the votes
of each Member, must be recorded in
the minutes of the meetings of the Board
of Directors.
§ 4002.5
Voting without a meeting.
A resolution of the Board of Directors
signed by all of the Board Members or
all of the Board Representatives will
have the same effect as if agreed to at
a meeting and must be kept in the
Corporate Minutes Book. A resolution
for an action taken on any matter for
which a Board Member has been
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disqualified under § 4002.6 may be
signed by the Board Representative of
the disqualified Board Member to the
extent the matter is delegable under
these bylaws.
§ 4002.6
Conflict of interest.
(a) Board Members and Director. The
Board Members and the Director must
work with their respective ethics office
to identify actual or potential conflicts
of interest under 18 U.S.C. 208 or
section 4002(j) of ERISA or the
appearance of the loss of impartiality
under 5 CFR 2635.502.
(b) Disqualification. A Board Member
and the Director must notify the Board
Members of disqualification in any
decision or activity based on a conflict
of interest under paragraph (a) of this
section. To the extent a matter is
delegable under these bylaws, the
disqualified Board Member’s Board
Representative, acting independently of
that Member, may vote on the matter in
the Member’s place. The disqualified
Board Member may not ratify any action
taken on the matter giving rise to his or
her disqualification.
§ 4002.7 Director of the Corporation and
senior officers.
(a) Director of the Corporation.
Section 4002(a) and (c) of ERISA
establish that the Corporation is
administered by a Director. Subject to
policies established by the Board, the
Director is responsible for the
Corporation’s management, including
its personnel, organization and budget
practices, and for carrying out the
Corporation’s functions under Title IV
of ERISA. The Director will timely
provide the Board any information
necessary to assist the Board in
exercising its statutory responsibilities.
The Director must submit the
Corporation’s budget to the Chair of the
Board for review and approval before
formally submitting the budget to OMB.
(b) Senior officers. The senior officers
of the Corporation report directly to the
Director. The Director must consult with
the Board before eliminating or creating
a senior officer position or making an
appointment to a senior officer position.
§ 4002.8
Emergency procedures.
(a) An emergency exists if a quorum
of the Corporation’s Board cannot
readily be assembled or act through
written contact because of the
declaration of a government-wide
emergency. These emergency
procedures must remain in effect during
the emergency and upon the
termination of the emergency will cease
to be operative unless and until another
emergency occurs. The emergency
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Federal Register / Vol. 82, No. 175 / Tuesday, September 12, 2017 / Rules and Regulations
procedures operate in conjunction with
the PBGC Continuity of Operations Plan
(‘‘COOP Plan’’) of the current year, and
any government-wide COOP protocols
in effect.
(b) During an emergency, the business
of the PBGC must continue to be
managed in accordance with its COOP
Plan. The functions of the Board of
Directors must be carried out by those
Members of the Board of Directors in
office at the time the emergency arises,
or by persons designated by the
agencies’ COOP plans to act in place of
the Board Members, who are available
to act during the emergency. If no such
persons are available, then the authority
of the Board must be transferred to the
Board Representatives who are
available. If no Board Representatives
are available, then the Director of the
Corporation must perform essential
Board functions.
(c) During an emergency, meetings of
the Board may be called by any
available Member of the Board. The
notice thereof must specify the time and
place of the meeting. To the extent
possible, notice must be given in
accordance with these bylaws. Notice
must be given to those Board Members
whom it is feasible to reach at the time
of the emergency, and notice may be
given at a time less than 24 hours before
the meeting if deemed necessary by the
person giving notice.
§ 4002.9
Seal.
The seal of the Corporation must be
in such form as may be approved from
time to time by the Board.
§ 4002.10
Authority and amendments.
(a) Section 4002 of ERISA and the
bylaws establish the authority and
responsibilities of the Board, the Board
Representatives, and the Director.
(b) These bylaws may be amended or
new bylaws adopted by unanimous vote
of the Board.
Issued in Washington, DC.
W. Thomas Reeder,
Director, Pension Benefit Guaranty
Corporation.
[FR Doc. 2017–19308 Filed 9–11–17; 8:45 am]
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BILLING CODE P
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DEPARTMENT OF HOMELAND
SECURITY
Coast Guard
33 CFR Part 117
[Docket No. USCG–2017–0844]
Drawbridge Operation Regulation;
Carquinez Strait, Martinez, CA
Coast Guard, DHS.
Notice of deviation from
drawbridge regulation.
AGENCY:
ACTION:
The Coast Guard has issued a
temporary deviation from the operating
schedule that governs the Union Pacific
Railroad Drawbridge across the
Carquinez Strait, mile 7.0, at Martinez,
CA. The deviation is necessary to allow
advance notification for openings due to
mechanical issues at the bridge and to
conduct repairs to resolve said issues.
This deviation requires the bridge to
open on signal if at least 30 minutes
notice is given to the bridge operator
from approaching vessels and allows the
bridge to remain in the closed-tonavigation during operating equipment
replacement.
DATES: This deviation is effective
without actual notice from September
12, 2017 through 5 p.m. on September
19, 2017. For the purposes of
enforcement, actual notice will be used
from September 6, 2017 until September
12, 2017.
ADDRESSES: The docket for this
deviation, USCG–2017–0844 is available
at https://www.regulations.gov. Type the
docket number in the ‘‘SEARCH’’ box
and click ‘‘SEARCH.’’ Click on Open
Docket Folder on the line associated
with this deviation.
FOR FURTHER INFORMATION CONTACT: If
you have questions on this temporary
deviation, call or email Carl T. Hausner,
Chief, Bridge Section, Eleventh Coast
Guard District; telephone 510–437–
3516; email Carl.T.Hausner@uscg.mil.
SUPPLEMENTARY INFORMATION: The Coast
Guard has recommended and the Union
Pacific Railroad Company has agreed to
a temporary change in the operation of
the Union Pacific Railroad Drawbridge,
over the Carquinez Strait, mile 7.0, at
Martinez, CA. The drawbridge
navigation span provides a vertical
clearance of 70 feet above Mean High
Water in the closed-to-navigation
position. The draw operates as required
by 33 CFR 117.5. Navigation on the
waterway is commercial and
recreational.
Due to bridge operating equipment
issues, the bridge will open on signal if
at least 30 minutes notice is given to the
SUMMARY:
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42735
bridge operator from 12 p.m. on August
25, 2017 through 10 a.m. on September
19, 2017. The drawspan will be secured
in the closed-to-navigation position
from 10 a.m. through 5 p.m. on
September 19, 2017, to allow the bridge
owner to replace the defective
equipment. This temporary deviation
has been coordinated with the waterway
users. No objections to the proposed
temporary deviation were raised.
Vessels able to pass through the bridge
in the closed position may do so at
anytime. From 10 a.m. through 5 p.m.
on September 19, 2017, the bridge will
not be able to open for emergencies and
there is no immediate alternate route for
vessels to pass. The Coast Guard will
also inform the users of the waterway
through our Local and Broadcast
Notices to Mariners of the change in
operating schedule for the bridge so that
vessel operators can arrange their
transits to minimize any impact caused
by the temporary deviation.
In accordance with 33 CFR 117.35(e),
the drawbridge must return to its regular
operating schedule immediately at the
end of the effective period of this
temporary deviation. This deviation
from the operating regulations is
authorized under 33 CFR 117.35.
Dated: September 6, 2017.
Carl T. Hausner,
District Bridge Chief, Eleventh Coast Guard
District.
[FR Doc. 2017–19254 Filed 9–11–17; 8:45 am]
BILLING CODE 9110–04–P
LIBRARY OF CONGRESS
U.S. Copyright Office
37 CFR Parts 201 and 202
[Docket No. 2017–13]
Affixation and Position of Copyright
Notice
U.S. Copyright Office, Library
of Congress.
ACTION: Final rule.
AGENCY:
This final rule makes a nonsubstantive technical change to the U.S.
Copyright Office’s regulations governing
the affixation and position of copyright
notice on various types of works.
DATES: Effective October 12, 2017.
FOR FURTHER INFORMATION CONTACT: Erik
Bertin, Deputy Director of Registration
Policy and Practice, by email at ebertin@
loc.gov; or Andrew P. Moore, Barbara A.
Ringer Honors Fellow, by email at
amoo@loc.gov. Both can be reached by
telephone by calling 202–707–8040.
SUMMARY:
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]]>Agencies
[Federal Register Volume 82, Number 175 (Tuesday, September 12, 2017)]
[Rules and Regulations]
[Pages 42733-42735]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-19308]
=======================================================================
-----------------------------------------------------------------------
PENSION BENEFIT GUARANTY CORPORATION
29 CFR Part 4002
Bylaws of the Pension Benefit Guaranty Corporation
AGENCY: Pension Benefit Guaranty Corporation.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Pension Benefit Guaranty Corporation is amending its
bylaws regulation to conform to changes in the bylaws adopted by the
Board of Directors.
DATES: Effective September 12, 2017.
FOR FURTHER INFORMATION CONTACT: Judith R. Starr
(starr.judith@pbgc.gov), General Counsel, Pension Benefit Guaranty
Corporation, 1200 K Street NW., Washington, DC 20005-4026; 202-326-
4400, ext. 3083; Hilary Duke (duke.hilary@pbgc.gov), Attorney,
Regulatory Affairs Division, Office of the General Counsel, 202-326-
4400, extension 3839. (TTY and TDD users may call the Federal relay
service toll-free at 800-877-8339 and ask to be connected to 202-326-
4400, extension 3083 or to 202-326-4400, extension 3839.)
SUPPLEMENTARY INFORMATION: The Pension Benefit Guaranty Corporation
(PBGC) administers the pension plan termination insurance program under
Title IV of the Employee Retirement Income Security Act of 1974
(ERISA). Section 4002(b)(3) of ERISA gives PBGC power to adopt, amend,
and repeal, by the board of directors, bylaws. Section 4002(f) of ERISA
provides that the board of directors may alter, supplement, or repeal
any existing bylaw, and may adopt additional bylaws from time to time
as may be necessary. PBGC's bylaws are set forth in 29 CFR part 4002.
PBGC's Board of Directors (the Secretaries of Labor, the Treasury,
and Commerce) voted to amend the bylaws at a meeting of the Board of
Directors on September 7, 2017. This rule replaces the old bylaws with
the new bylaws in PBGC's regulations.
Compliance With Rulemaking Guidelines
This is a rule of ``agency organization, procedure, or practice''
and is limited to ``agency organization, management, or personnel
matters.'' Accordingly, this rule is exempt from notice and public
comment requirements under 5 U.S.C. 553(b) and the requirements of
Executive Order 12866 and Executive Order 13771. Because no general
notice of proposed rulemaking is required, the Regulatory Flexibility
Act does not apply to this rule. See 5 U.S.C. 601(2), 603, 604.
PBGC finds good cause exists for making the bylaws set forth in
this rule effective less than 30 days after publication because the
amendments were adopted by the Board of Directors on September 7, 2017.
List of Subjects in Part 4002
Administrative practice and procedure, Organization and functions
(government agencies).
0
Accordingly, 29 CFR part 4002 is revised to read as follows:
PART 4002--BYLAWS OF THE PENSION BENEFIT GUARANTY CORPORATION
Sec.
4002.1 Board of Directors, Chair, and Representatives of Board
Members.
4002.2 Quorum.
4002.3 Meetings.
4002.4 Place of meetings; use of conference call communications
equipment.
4002.5 Voting without a meeting.
4002.6 Conflict of interest.
4002.7 Director of the Corporation and senior officers.
4002.8 Emergency procedures.
4002.9 Seal.
4002.10 Authority and amendments.
Authority: 29 U.S.C. 1302(b)(3), 1302(f).
Sec. 4002.1 Board of Directors, Chair, and Representatives of Board
Members.
(a) Composition and responsibilities of the Board of Directors--(1)
Board. Section 4002(d)(1) of ERISA establishes the Board membership as
the Secretaries of Labor (Chair), the Treasury, and Commerce. A person
who, at the time of a meeting of the Board of Directors, is serving in
an acting capacity as, or performing the duties of, a Member of the
Board of Directors will serve as a Member of the Board of Directors
with the same authority and effect as the designated Secretary.
(2) Chair of the Board. As Chair of the Board, the Secretary of
Labor will preside over all Board meetings. As a direct report to the
Board under section 4002(d)(4) of ERISA, the Inspector General of the
Corporation reports to the Board through the Chair. The Participant and
Plan Sponsor Advocate also reports to the Board through the Chair.
(3) Board responsibilities. Except as provided in paragraph (b) of
this section, the Board may not delegate any of the following
responsibilities--
(i) Voting on an amendment to these bylaws.
(ii) Approval of the Annual Report, which includes the Annual
Management Report (AMR) (and its components the financial statements,
management's discussion and analysis, annual performance report and
independent auditor's report), the Chair's message, and other
documentation in conformance with guidance issued by the Office of
Management and Budget (OMB).
(iii) Approval of the Corporation's Investment Policy Statement.
(iv) Approval of all reports or recommendations to the Congress
required by Title IV of ERISA.
(v) Approval of any policy matter (other than administrative
policies) that would have a significant impact on the pension insurance
program.
(vi) Review of reports from the Corporation's Inspector General
that the Inspector General deems appropriate to deliver to the Board.
(4) Investment Policy Statement review. The Board must review the
Corporation's Investment Policy Statement at least every two years and
approve the Investment Policy Statement at least every four years.
(b) Designation of and responsibilities of Board Representatives
and Alternate Representatives--(1) Board Representatives. A Board
Representative, as designated under section 4002(d)(3) of ERISA, may
act for all purposes under these bylaws, except that an action of a
Board Representative
[[Page 42734]]
on a Board Member's behalf with respect to the powers described in
paragraphs (a)(3)(i) through (iii) of this section, will be valid only
upon ratification in writing by the Board Member. Any Board
Representative may refer for Board action any matter under
consideration by the Board Representatives.
(2) Alternate Representatives. A Board Member may designate in
writing an official, not below the level of Assistant Secretary, to
serve as the Board Member's Alternate Representative at a meeting. An
Alternate Representative may act for all purposes at that meeting,
except that the Alternate Representative's actions will be valid only
upon ratification in writing by either the Board Member or the Board
Representative. Any action of the Alternate Representative involving
the powers described in paragraphs (a)(3)(i) through (iii) of this
section or any matter that has been referred to the Board under
paragraph (b)(1) of this section must be ratified in writing by the
Board Member.
(3) Ratification. For purposes of this section, ratification of a
Board Representative or Alternative Representative action includes
approval of the minutes of the meeting of the Board of Directors by
voice vote or otherwise.
(c) Review and approval of regulations. Regulations may be issued
by the Director of the Corporation, subject to the following
conditions--
(1) Regulations must first be reviewed for comment by each Board
Representative except for routine updates of PBGC valuation factors and
actuarial assumptions.
(2) A Board Representative may, within 21 days of receiving a
regulation for review, request that it be referred to the Board
Representatives for approval.
(3) Nonsignificant regulations and significant proposed regulations
within the meaning of Executive Order 12866 and subject to review under
paragraph (c)(1) of this section may be issued by the Director upon
either the expiration of the time specified in paragraph (c)(2) of this
section, or, if the approval option is exercised, upon Board
Representative approval.
(4) Significant final regulations must be approved by the Board
Representatives or the Board.
(5) The Director may submit regulations subject to approval by the
Board Representatives or the Board to OMB for concurrent review after
they have been pending without comment before the Board Representatives
or the Board for more than 60 days.
Sec. 4002.2 Quorum.
Section 4002(d)(2) of ERISA establishes that a majority of the
Board Members will constitute a quorum for the transaction of business.
Any act of a majority of the Members present at any meeting at which
there is a quorum will be the act of the Board.
Sec. 4002.3 Meetings.
(a) General. Meetings of the Board of Directors are called by the
Chair in accordance with section 4002(e)(1) of ERISA and on the request
of any Board Member. The Chair must provide reasonable notice of any
meetings to each Board Member.
(b) Minutes. The General Counsel of the Corporation serves as
Secretary to the Board of Directors pursuant to section 4002(d)(5) of
ERISA. The General Counsel must keep Board minutes. As soon as
practicable after each meeting, the General Counsel must distribute a
draft of the minutes of such meeting to each Member of the Board for
approval. The Board of Directors may approve minutes by resolution or
by voice vote at a subsequent meeting. Subject to appropriate
redactions authorized by section 4002(e)(2)(C) of ERISA, approved
minutes will be posted on PBGC's Web site.
Sec. 4002.4 Place of meetings; use of conference call communications
equipment.
(a) Place of meetings. Meetings of the Board of Directors will be
held at the principal office of the Corporation or the Department of
Labor unless otherwise determined by the Board of Directors or the
Chair.
(b) Teleconference. Any Member may participate in a meeting of the
Board of Directors through the use of conference call telephone or
similar communications equipment, by means of which all persons
participating in the meeting can speak to and hear each other. Any
Board Member so participating in a meeting will be deemed present for
all purposes. Actions taken by the Board of Directors at meetings
conducted through the use of such equipment, including the votes of
each Member, must be recorded in the minutes of the meetings of the
Board of Directors.
Sec. 4002.5 Voting without a meeting.
A resolution of the Board of Directors signed by all of the Board
Members or all of the Board Representatives will have the same effect
as if agreed to at a meeting and must be kept in the Corporate Minutes
Book. A resolution for an action taken on any matter for which a Board
Member has been disqualified under Sec. 4002.6 may be signed by the
Board Representative of the disqualified Board Member to the extent the
matter is delegable under these bylaws.
Sec. 4002.6 Conflict of interest.
(a) Board Members and Director. The Board Members and the Director
must work with their respective ethics office to identify actual or
potential conflicts of interest under 18 U.S.C. 208 or section 4002(j)
of ERISA or the appearance of the loss of impartiality under 5 CFR
2635.502.
(b) Disqualification. A Board Member and the Director must notify
the Board Members of disqualification in any decision or activity based
on a conflict of interest under paragraph (a) of this section. To the
extent a matter is delegable under these bylaws, the disqualified Board
Member's Board Representative, acting independently of that Member, may
vote on the matter in the Member's place. The disqualified Board Member
may not ratify any action taken on the matter giving rise to his or her
disqualification.
Sec. 4002.7 Director of the Corporation and senior officers.
(a) Director of the Corporation. Section 4002(a) and (c) of ERISA
establish that the Corporation is administered by a Director. Subject
to policies established by the Board, the Director is responsible for
the Corporation's management, including its personnel, organization and
budget practices, and for carrying out the Corporation's functions
under Title IV of ERISA. The Director will timely provide the Board any
information necessary to assist the Board in exercising its statutory
responsibilities. The Director must submit the Corporation's budget to
the Chair of the Board for review and approval before formally
submitting the budget to OMB.
(b) Senior officers. The senior officers of the Corporation report
directly to the Director. The Director must consult with the Board
before eliminating or creating a senior officer position or making an
appointment to a senior officer position.
Sec. 4002.8 Emergency procedures.
(a) An emergency exists if a quorum of the Corporation's Board
cannot readily be assembled or act through written contact because of
the declaration of a government-wide emergency. These emergency
procedures must remain in effect during the emergency and upon the
termination of the emergency will cease to be operative unless and
until another emergency occurs. The emergency
[[Page 42735]]
procedures operate in conjunction with the PBGC Continuity of
Operations Plan (``COOP Plan'') of the current year, and any
government-wide COOP protocols in effect.
(b) During an emergency, the business of the PBGC must continue to
be managed in accordance with its COOP Plan. The functions of the Board
of Directors must be carried out by those Members of the Board of
Directors in office at the time the emergency arises, or by persons
designated by the agencies' COOP plans to act in place of the Board
Members, who are available to act during the emergency. If no such
persons are available, then the authority of the Board must be
transferred to the Board Representatives who are available. If no Board
Representatives are available, then the Director of the Corporation
must perform essential Board functions.
(c) During an emergency, meetings of the Board may be called by any
available Member of the Board. The notice thereof must specify the time
and place of the meeting. To the extent possible, notice must be given
in accordance with these bylaws. Notice must be given to those Board
Members whom it is feasible to reach at the time of the emergency, and
notice may be given at a time less than 24 hours before the meeting if
deemed necessary by the person giving notice.
Sec. 4002.9 Seal.
The seal of the Corporation must be in such form as may be approved
from time to time by the Board.
Sec. 4002.10 Authority and amendments.
(a) Section 4002 of ERISA and the bylaws establish the authority
and responsibilities of the Board, the Board Representatives, and the
Director.
(b) These bylaws may be amended or new bylaws adopted by unanimous
vote of the Board.
Issued in Washington, DC.
W. Thomas Reeder,
Director, Pension Benefit Guaranty Corporation.
[FR Doc. 2017-19308 Filed 9-11-17; 8:45 am]
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