### §151703. Board of directors

(a) General.—The board of directors is the governing body of the corporation.

(b) Members and Appointment.—(1) The Librarian of Congress is an ex officio nonvoting member of the board. The Librarian appoints the directors to the board.

(2)(A) The board consists of 12 directors.

(B) Each director must be a United States citizen.

(C) At least six directors must be knowledgeable or experienced in film production, distribution, preservation, or restoration, including two who are sitting members of the National Film Preservation Board. These six directors must, to the extent practicable, represent diverse points of view from the film community, including motion picture producers, creative artists, nonprofit and public archivists, historians, film critics, theater owners, and laboratory and university personnel.

(3) A director is not an employee of the Library of Congress and appointment to the board does not constitute appointment as an officer or employee of the United States Government for the purpose of any law of the United States.

(4) The terms of office of the directors are 4 years. There shall be no limit to the number of terms to which any individual may be appointed.

(5) A vacancy on the board shall be filled within 120 days in the manner in which the original appointment was made.

(c) Chair.—The Librarian shall appoint one of the directors as the initial chair of the board for a 2-year term. Thereafter, the chair shall be appointed and removed in accordance with the bylaws of the corporation.

(d) Quorum.—A majority of the current membership of the board is a quorum.

(e) Meetings.—The board shall meet at the call of the Librarian or the chair at least once each year. If a director misses three consecutive regularly scheduled meetings, the director may be removed from the board by the Librarian and that vacancy may be filled as provided in subsection (b) of this section.

(f) Compensation and Reimbursement.—Directors serve without compensation but may be reimbursed for actual and necessary travel and subsistence expenses incurred in performing duties for the corporation.

(g) Liability of Directors.—Directors are not personally liable, except for gross negligence.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1404; Pub. L. 109–9, title III, §312(a), Apr. 27, 2005, 119 Stat. 226; Pub. L. 110–336, §3(b)(3), Oct. 2, 2008, 122 Stat. 3728.)

| Revised Section | Source (U.S. Code) | Source (Statutes at Large) |
| --- | --- | --- |
| 151703(a) | 36:5702(a) (1st sentence words before 1st comma). | Oct. 11, 1996, Pub. L. 104–285, title II, §§203(a)–(f), (g)(2)(A) (last sentence related to board of directors), 204(c)(5) (words after 2d comma), 110 Stat. 3383, 3384, 3385. |
| 151703(b)(1) | 36:5702(a) (3d sentence), (b) (1st sentence). | |
| 151703(b)(2) | 36:5702(a) (1st sentence words after 1st comma, 2d sentence). | |
| 151703(b)(3) | 36:5702(a) (last sentence), (g)(2)(A) (last sentence related to board of directors). | |
| 151703(b)(4) | 36:5702(b) (2d, last sentences). | |
| 151703(b)(5) | 36:5702(b) (3d sentence). | |
| 151703(c)–(f) | 36:5702(c)–(f). | |
| 151703(g) | 36:5703(c)(5) (words after 2d comma). | |

Section

Subsection (a) is substituted for "The Foundation shall have a governing Board of Directors (hereafter in this title referred to as the 'Board')" for consistency in the revised title and to eliminate unnecessary words.

In subsection (b)(1), the words "(hereafter in this chapter referred to as the 'Librarian')" in 36:5702(a) are omitted as unnecessary. The words "Within 90 days after October 11, 1996" in 36:5702(b) are omitted as obsolete.

In subsection (b)(3), the words "is not an employee" are substituted for "nor . . . shall be construed to be employees" in 36:5702(g)(2)(A) (last sentence related to the board of directors), and the words "appointment to the board does not constitute appointment as an officer or employee" are substituted for "Appointment to the Board shall not constitute employment by, or the holding of an office of" in 36:5702(a), for clarity.

In subsection (d), the words "for the transaction of business" are omitted as unnecessary.

#### **Editorial Notes**

#### Amendments

2008—Subsec. (b)(5). Pub. L. 110–336 substituted "120 days" for "60 days".

2005—Subsec. (b)(2)(A). Pub. L. 109–9, §312(a)(1), substituted "12" for "nine".

Subsec. (b)(4). Pub. L. 109–9, §312(a)(2), substituted "There shall be no limit to the number of terms to which any individual may be appointed." for "An individual may not serve more than two consecutive terms."