### §24302. Board of directors

(a) Composition and Terms.—

(1) The Amtrak Board of Directors (referred to in this section as the "Board") is composed of the following 10 directors, each of whom must be a citizen of the United States:

(A) The Secretary of Transportation.

(B) The Chief Executive Officer of Amtrak, who shall serve as a nonvoting member of the Board.

(C) 8 individuals appointed by the President of the United States, by and with the advice and consent of the Senate, with general business and financial experience, experience or qualifications in transportation, freight and passenger rail transportation, travel, hospitality, cruise line, or passenger air transportation businesses, or representatives of employees or users of passenger rail transportation or a State government, at least 1 of whom shall be an individual with a disability (as defined in section 3 of the Americans with Disabilities Act of 1990 (42 U.S.C. 12102)) who has a demonstrated history of, or experience with, accessibility, mobility, and inclusive transportation in passenger rail or commuter rail.

(2) In selecting individuals described in paragraph (1) for nominations for appointments to the Board, the President shall consult with the Speaker of the House of Representatives, the minority leader of the House of Representatives, the majority leader of the Senate, and the minority leader of the Senate.

(3) An individual appointed under paragraph (1)(C) of this subsection shall be appointed for a term of 5 years. Such term may be extended until the individual's successor is appointed and qualified. Not more than 5 individuals appointed under paragraph (1)(C) may be members of the same political party.

(4) Of the individuals appointed pursuant to paragraph (1)(C)—

(A) 2 individuals shall reside in or near a location served by a regularly scheduled Amtrak service along the Northeast Corridor;

(B) 4 individuals shall reside in or near regions of the United States that are geographically distributed outside of the Northeast Corridor, of whom—

(i) 2 individuals shall reside in States served by a long-distance route operated by Amtrak;

(ii) 2 individuals shall reside in States served by a State-supported route operated by Amtrak; and

(iii) an individual who resides in a State that is served by a State-supported route and a long-distance route may be appointed to serve either position referred to in clauses (i) and (ii);

(C) 2 individuals shall reside either—

(i) in or near a location served by a regularly scheduled Amtrak service on the Northeast Corridor; or

(ii) in a State served by long-distance or a State-supported route; and

(D) each individual appointed to the Board pursuant to this paragraph may only fill 1 of the allocations set forth in subparagraphs (A) through (C).

(5) The Board shall elect a chairperson and vice chairperson, other than the Chief Executive Officer of Amtrak, from among its membership. The vice chairperson shall act as chairperson in the absence of the chairperson.

(6) The Board shall meet at least annually with—

(A) representatives of Amtrak employees;

(B) representatives of persons with disabilities; and

(C) the general public, in an open meeting with a virtual attendance option, to discuss financial performance and service results.

(7) The Secretary may be represented at Board meetings by the Secretary's designee.

(b) Pay and Expenses.—Each director not employed by the United States Government or Amtrak is entitled to reasonable pay when performing Board duties. Each director not employed by the United States Government is entitled to reimbursement from Amtrak for necessary travel, reasonable secretarial and professional staff support, and subsistence expenses incurred in attending Board meetings.

(c) Travel.—(1) Each director not employed by the United States Government shall be subject to the same travel and reimbursable business travel expense policies and guidelines that apply to Amtrak's executive management when performing Board duties.

(2) Not later than 60 days after the end of each fiscal year, the Board shall submit a report describing all travel and reimbursable business travel expenses paid to each director when performing Board duties to the Committee on Transportation and Infrastructure of the House of Representatives and the Committee on Commerce, Science, and Transportation of the Senate.

(3) The report submitted under paragraph (2) shall include a detailed justification for any travel or reimbursable business travel expense that deviates from Amtrak's travel and reimbursable business travel expense policies and guidelines.

(d) 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.

(e) Quorum.—A majority of the members serving who are eligible to vote shall constitute a quorum for doing business.

(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.

(Pub. L. 103–272, §1(e), July 5, 1994, 108 Stat. 906; Pub. L. 105–134, title IV, §411(a), Dec. 2, 1997, 111 Stat. 2588; Pub. L. 110–432, div. B, title II, §202(a), Oct. 16, 2008, 122 Stat. 4911; Pub. L. 114–94, div. A, title XI, §11205, Dec. 4, 2015, 129 Stat. 1637; Pub. L. 117–58, div. B, title II, §22202(a), Nov. 15, 2021, 135 Stat. 697.)

| Revised Section | Source (U.S. Code) | Source (Statutes at Large) |
| --- | --- | --- |
| 24302(a)(1) | 45:543(a)(1) (words before (A)), (A) (1st sentence), (B)–(E) (words before comma). | Oct. 30, 1970, Pub. L. 91–518, §303(a), 84 Stat. 1330; restated Nov. 3, 1973, Pub. L. 93–146, §3(a), 87 Stat. 548; Feb. 5, 1976, Pub. L. 94–210, §706(f), 90 Stat. 124; Oct. 19, 1976, Pub. L. 94–555, §103, 90 Stat. 2615; May 30, 1980, Pub. L. 96–254, §206(a), 94 Stat. 412; Aug. 13, 1981, Pub. L. 97–35, §1174(a), 95 Stat. 689; June 22, 1988, Pub. L. 100–342, §18(b), 102 Stat. 636. |
| 24302(a)(2) | 45:543(a)(2)(A) (1st sentence words before comma, last sentence). | |
| 24302(a)(3) | 45:543(a)(2)(B). | |
| 24302(a)(4) | 45:543(a)(1)(E) (words after comma). | |
| 24302(a)(5) | 45:543(a)(4). | |
| 24302(a)(6) | 45:543(a)(1)(A) (last sentence). | |
| 24302(b) | 45:543(a)(7). | |
| | 45:543(c). | Oct. 30, 1970, Pub. L. 91–518, §303(b), (c), 84 Stat. 1331. |
| 24302(c) | 45:543(a)(6). | |
| 24302(d) | 45:543(a)(5). | |
| 24302(e) | 45:543(a)(2)(A) (1st sentence words after comma), (3), (8). | |
| 24302(f) | 45:543(b). | |

Section

In subsection (a)(1), before clause (A), the words "is composed of the following 9 directors, each of whom must be a citizen" are substituted for "consisting of nine individuals who are citizens" for consistency in the revised title. The words "as follows" are omitted as surplus. In clause (A), the words "ex officio" are omitted as surplus. In clause (C)(ii), the words "chief executive officer of a State" are substituted for "Governor" for consistency in the revised title and with other titles of the United States Code. In clause (D), the text of 45:543(a)(1)(D)(i) and the words "after January 1, 1983" are omitted as executed.

In subsection (a)(2), the words "by the President" and "registered as" are omitted as surplus.

In subsection (a)(3) and (4), the word "selected" is substituted for "appointed" for consistency.

In subsection (a)(6), the word "only" is added for clarity.

In subsection (b), the text of 45:543(a)(7) is omitted as obsolete because preferred stockholder representatives are always part of Amtrak's board of directors. The text of 45:543(c) (words after "all stockholders") is omitted as obsolete because Congress eliminated common stockholder representatives when it reconstituted the board.

In subsection (c), the words "direct or indirect" are omitted as surplus.

In subsection (d), the word "performing" is substituted for "engaged in the actual performance of" to eliminate unnecessary words. The word "board" is added for clarity. The words "and powers" are added for consistency in the revised title and with other titles of the Code. The word "reasonable" is substituted for "which is reasonably required" to eliminate unnecessary words.

In subsection (e), the words "the membership of" and "in the case of" are omitted as surplus. The words "occurring before the end of the term for which the predecessor of that individual was appointed is appointed for the remainder of the term" are substituted for "shall be appointed only for the unexpired term of the member he is appointed to succeed" for clarity and consistency in the revised title and with other titles of the Code. The words "under subsection (a)(1)(C)" the 2d time they appear are substituted for "paragraph (1)(B) of this subsection" in 45:543(a)(8) to correct an erroneous cross-reference.

#### **Editorial Notes**

#### Amendments

2021—Subsec. (a)(1)(B). Pub. L. 117–58, §22202(a)(1)(A), substituted "Chief Executive Officer" for "President".

Subsec. (a)(1)(C). Pub. L. 117–58, §22202(a)(1)(B), inserted ", at least 1 of whom shall be an individual with a disability (as defined in section 3 of the Americans with Disabilities Act of 1990 (42 U.S.C. 12102)) who has a demonstrated history of, or experience with, accessibility, mobility, and inclusive transportation in passenger rail or commuter rail" before period at end.

Subsec. (a)(2). Pub. L. 117–58, §22202(a)(2), struck out before period at end "and try to provide adequate and balanced representation of the major geographic regions of the United States served by Amtrak".

Subsec. (a)(4) to (6). Pub. L. 117–58, §22202(a)(4), added pars. (4) to (6) and struck out former par. (4) which read as follows: "The Board shall elect a chairman and a vice chairman, other than the President of Amtrak, from among its membership. The vice chairman shall serve as chairman in the absence of the chairman." Former par. (5) redesignated (7).

Subsec. (a)(7). Pub. L. 117–58, §22202(a)(3), redesignated par. (5) as (7).

2015—Subsec. (a)(1). Pub. L. 114–94, §11205(1)(A), substituted "10 directors" for "9 directors".

Subsec. (a)(1)(B). Pub. L. 114–94, §11205(1)(B), inserted ", who shall serve as a nonvoting member of the Board" after "Amtrak".

Subsec. (a)(1)(C). Pub. L. 114–94, §11205(1)(C), substituted "8" for "7".

Subsec. (e). Pub. L. 114–94, §11205(2), inserted "who are eligible to vote" after "serving".

2008—Pub. L. 110–432 amended section generally. Prior to amendment, section related, in subsec. (a), to establishment, duties, membership, and confirmation procedure of Reform Board, in subsec. (b), to selection of the Board of Directors, and in subsec. (c), to authority of Reform Board to recommend to Congress a plan to implement transfer of Amtrak's infrastructure assets and responsibilities to a new separately governed corporation.

1997—Pub. L. 105–134 amended section generally. Prior to amendment, section related, in subsec. (a), to composition and terms of Amtrak board of directors, in subsec. (b), to cumulative voting by stockholders, in subsec. (c), to conflicts of interest of directors, in subsec. (d), to pay and expenses of directors, in subsec. (e), to vacancies on board, and in subsec. (f), to bylaws of board.

#### **Statutory Notes and Related Subsidiaries**

#### Effective Date of 2015 Amendment

Amendment by Pub. L. 114–94 effective Oct. 1, 2015, see section 1003 of Pub. L. 114–94, set out as a note under section 5313 of Title 5, Government Organization and Employees.

#### Effective Date of 2008 Amendment

Pub. L. 110–432, div. B, title II, §202(b), Oct. 16, 2008, 122 Stat. 4912, provided that: "The amendment made by subsection (a) [amending this section] shall take effect 6 months after the date of enactment of this Act [Oct. 16, 2008]. The members of the Amtrak Board of Directors serving as of the date of enactment of this Act may continue to serve for the remainder of the term to which they were appointed."

#### Rule of Construction

Pub. L. 117–58, div. B, title II, §22202(b), Nov. 15, 2021, 135 Stat. 698, provided that: "None of the amendments made by subsection (a) [amending this section] may be construed as affecting the term of any director serving on the Amtrak Board of Directors under section 24302(a)(1)(C) of title 49, United States Code, as of the date of enactment of this Act [Nov. 15, 2021]."