Bylaws of the Pension Benefit Guaranty Corporation, 42733-42735 [2017-19308]

Download as PDF 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.) pmangrum on DSK3GDR082PROD with RULES1 The Pension Benefit Guaranty Corporation (PBGC) administers the pension plan SUPPLEMENTARY INFORMATION: VerDate Sep<11>2014 15:01 Sep 11, 2017 Jkt 241001 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). PO 00000 Frm 00007 Fmt 4700 Sfmt 4700 42733 § 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 E:\FR\FM\12SER1.SGM 12SER1 pmangrum on DSK3GDR082PROD with RULES1 42734 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. VerDate Sep<11>2014 15:01 Sep 11, 2017 Jkt 241001 § 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 PO 00000 Frm 00008 Fmt 4700 Sfmt 4700 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 E:\FR\FM\12SER1.SGM 12SER1 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] pmangrum on DSK3GDR082PROD with RULES1 BILLING CODE P VerDate Sep<11>2014 15:01 Sep 11, 2017 Jkt 241001 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 http://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: PO 00000 Frm 00009 Fmt 4700 Sfmt 4700 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: E:\FR\FM\12SER1.SGM 12SER1

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]
 BILLING CODE P