(2) AGENDA.—Items may be placed on the an-
nual meeting agenda— 
(A) by request of any director, not less 
than 10 days and not more than 4 months in 
advance of the date of such meeting; and 
(B) by petition containing the valid signa-
tures of at least 500 members of the Associa-
tion, which petition shall be filed with the board 
of directors not less than 10 days and not more 
than 4 months in advance of the date of such 
meeting. 
(3) NOTICE OF AGENDA.—The executive direc-
tor shall present proposed agenda items to the mem-
bership through its regular mailings. 
(4) PUBLIC MEETINGS.—The annual meeting of 
Association members shall be open to the public, ex-
cept that seating preference shall be given to Asso-
ciation members. Association members shall be given 
a reasonable opportunity at such meetings to present 
comments, criticisms, and suggestions concerning 
the Association. 
(5) MINUTES.—Complete minutes of the annual 
meetings shall be kept and distributed to all deposi-
tory libraries in the United States and placed on the 
Association’s webpage. 
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(k) VACANCY.—In the event that a board member po-
sition becomes vacant, the board of directors shall install 
the person having the highest vote total in the last election 
who was not elected to the board. If this is impossible, 
the board of directors, by vote of not less than 2⁄3 of all 
directors, shall appoint a successor within 60 days for the 
remainder of the current term. The person appointed by 
the board of directors shall meet all qualifications for 
board members. 
(l) RECALL.— 
(1) IN
GENERAL.—Any director shall be re-
moved from the board of directors by the board of 
directors if not fewer than 40 percent of the dele-
gates or members of a director’s election district who 
voted in the last election have signed a petition for 
recall. 
(2) LIMITATIONS.—No petition to recall a di-
rector under paragraph (1) may be filed within 6 
months of his or her election. An election pursuant 
to the filing of a recall petition shall be conducted 
in accordance with the provisions of this Act. A di-
rector recalled may become a candidate in the elec-
tion triggered by the filing of the recall petition. The 
director recalled shall continue to serve until the in-
stallment in office of his or her successor, or until 
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his or her reelection. The election triggered by the 
filing of a recall petition shall be conducted via one 
of the Association’s quarterly mailings. 
SEC. 12. ELECTION OF DIRECTORS. 
(a) ELECTION OF THE BOARD OF DIRECTORS.— 
(1) REGULAR ELECTION PROCEDURES.— 
(A) ONE
DELEGATE; ONE
VOTE.—Each 
delegate shall cast 1 vote for 1 candidate for 
the board of directors. 
(B) TOP 17 CANDIDATES BECOME DIREC-
TORS.—The 17 candidates receiving the largest 
number of votes shall become the directors. 
(2) RUNOFF ELECTION.— 
(A) IN GENERAL.—In the event of a tie in-
volving the 17th position on the board of direc-
tors, a runoff election shall be conducted. 
(B) 
VOTING
AND
CANDIDATE
ELIGI-
BILITY.—Any delegate may vote for 1 candidate 
in the runoff election, and only those nominees 
involved in the tie that included the 17th posi-
tion shall be eligible for the runoff election. 
(3) APPLICABILITY
TO
ALL
BOARD
ELEC-
TIONS.—The requirements of this section shall apply 
to the first election of directors conducted by the in-
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terim board of directors pursuant to this Act, as well 
as to all subsequent elections. 
SEC. 13. QUALIFICATIONS. 
(a) CANDIDATE’S STATEMENT.—Any person seeking 
nomination as a candidate for election to the board of di-
rectors of the Association shall file a candidate statement 
with the Association, not less than 60 days and not more 
than 120 days prior to the election. The contents of a can-
didate statement may not contain false statements, and 
the Association may, by bylaw or interim board of direc-
tors’ procedure, impose a uniform limitation on the length 
of all candidate statements. 
(b) FINANCIAL STATEMENT.—Any person seeking 
nomination as a candidate for election to the board of di-
rectors shall file with the Association, not less than 60 
days and not more than 120 days prior to the election. 
Each candidate’s financial statement shall include the fol-
lowing information for the candidate and the immediate 
family of the candidate: 
(1) PRECEDING 5 YEARS’ BUSINESS AND FI-
NANCIAL
RELATIONSHIPS.—A detailed list of any 
business or financial relationships during the pre-
ceding 5 years with any covered person or organiza-
tion of covered persons, including any attorney, leg-
islative agent, officer, or director relationship. 
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(2) CURRENT AND PRECEDING 5 YEARS’ COR-
PORATE POSITIONS.—A list of all corporate and or-
ganizational directorships or other offices and all fi-
duciary relationships currently held or held at any 
time during the preceding 5 years. 
(3) INVESTMENTS OF $1,000 OR MORE IN ANY 
FINANCIAL SERVICES CORPORATION.—A list of all fi-
nancial services corporations in which the candidate 
holds securities worth $1,000 or more at current 
market value and the dollar value of each such hold-
ing. 
(4) OTHER INFORMATION.—Such other infor-
mation as the board of directors may require by 
bylaw. 
(c) AFFIRMATION
OF TRUTH
OF STATEMENTS.— 
Each candidate for election as a delegate or director shall 
affirm in writing, that the information in such candidate’s 
financial statement is true and complete and that the can-
didate has complied with all the campaign contribution 
and campaign expenditure requirements of this Act and 
any such bylaws of the Association. Each candidate shall 
furnish the board of directors with such information re-
garding campaign contributions and expenditures as the 
board may request. 
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(d) INELIGIBILITY
OF INTERIM DIRECTORS
AND 
STAFF DURING FIRST ELECTION.—No interim director 
shall be eligible for election as a delegate or director dur-
ing the first election. The executive director and other As-
sociation staff persons, including interim staff persons, 
shall not be eligible for election as a delegate or director 
while serving as executive director or staff person, or for 
1 year after such service is terminated. 
(e) INELIGIBILITY OF DELEGATES AND DIRECTORS 
TO HOLD OTHER PUBLIC OFFICE.—No delegate or direc-
tor shall hold any elective Federal, State, or local office 
or be a candidate for such office, or be appointed to hold 
such office, unless such appointee receives no compensa-
tion other than reimbursement of expenses. 
(f) INELIGIBILITY OF OFFICERS, DIRECTORS, EM-
PLOYEES, AND SHAREHOLDERS OF COVERED PERSONS.— 
Any director, officer, or employee of a covered person, any 
person who owns common stock or other securities of cov-
ered persons in an aggregate amount in excess of $10,000, 
any agent, consultant, attorney, or accountant for a cov-
ered person, and any member of the immediate family of 
any such person shall be ineligible to be a delegate or a 
director. 
(g) INELIGIBILITY OF OFFICERS AND EMPLOYEES OF 
FEDERAL OR STATE DEPOSITORY INSTITUTION REGU-
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LATORY AGENCIES.—No officer or employee of any State 
or Federal agency that regulates depository institutions or 
any member of the immediate family of any such officer 
or employee shall be eligible to be a delegate or a director. 
(h) INELIGIBILITY OF OFFICERS AND EMPLOYEES 
OF AGENCIES.—No officer or employee of any Federal, 
State, or local agency that regulates any covered person 
shall be eligible to be a director of the Association. 
SEC. 14. BALLOT ISSUES. 
(a) PROCEDURE FOR OBTAINING MEMBERSHIP VOTE 
ON ISSUES.—Issues may be placed on a ballot for vote 
by the general membership if— 
(1) a majority of the board of directors votes to 
place an issue before the membership for vote; 
(2) a petition is received by the board of direc-
tors which— 
(A) contains the valid signatures of at 
least 1,000 members in any district or at least 
1 percent of the total membership; and 
(B) requests that an issue be placed on a 
ballot is received by the board of directors; or 
(3) a majority of the delegates vote to place an 
issue before the membership for a vote. 
(b) PROCEDURES
FOR
CONDUCTING
VOTE
ON 
ISSUES.— 
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(1) TIME FOR ELECTION.—Upon certification 
of a vote of the directors or delegates which meets 
the requirements of paragraph (1) or (3) of sub-
section (a) or the receipt of a petition which meets 
the requirement of subsection (a)(2), the board of 
directors shall place the issue on a special ballot and 
schedule a date for a vote on the issue to be held 
within 2 months after receipt of the certification or 
petition. 
(2) MAIL
BALLOT.—The board of directors 
shall send or have sent by mail to each member, not 
later than 30 days after receipt of a petition or cer-
tification pursuant to this section, an official ballot 
containing the issue for membership vote. 
(3) VOTE CAST BY RETURN MAIL.—Each mem-
ber may cast a vote regarding the ballot issue by re-
turning the ballot, properly marked, to the head of-
fice of the Association by the date and time fixed for 
the balloting pursuant to this subsection. 
(4) SECRET BALLOT.—Voting shall be by secret 
ballot. 
(5) VOTE TALLY.—The board of directors shall 
tally votes with all reasonable speed and inform the 
membership and delegates promptly of the outcome 
of the vote. 
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SEC. 15. ACCESS TO MEMBER MAILINGS. 
No person may use any list of members of the Asso-
ciation, or any part of such list, for purposes other than 
the conduct of the business of the Association, as pre-
scribed in this Act. The board of directors shall, however, 
develop criteria for providing Association member access 
through Association mailings to the Association’s member-
ship for Association purposes only. No person shall dis-
close any such list or part thereof to another person, un-
less there is substantial reason to believe that such list 
or part thereof is intended to be used for the lawful pur-
poses described in this Act. 
SEC. 16. PROHIBITED ACTS. 
(a) COVERED PERSONS.—No covered person or offi-
cer, employee, or agent of any covered person may inter-
fere or threaten to interfere with or cause any interference 
with the provision of financial services of, or penalize or 
threaten to penalize or cause to be penalized, any person 
who contributes to the Association or participates in any 
of its activities, in retribution for such contribution or par-
ticipation. 
(b) GENERAL PROHIBITION.—No person may act 
with intent to prevent, interfere with, or hinder the activi-
ties permitted under this Act. 
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SEC. 17. PENALTIES. 
A violation of any provision of this Act by a covered 
person or officer, employee, or agent thereof or of the As-
sociation shall be subject to a civil penalty of not more 
than $10,000 for each violation, to be levied by the Fed-
eral Trade Commission. 
SEC. 18. ADMINISTRATIVE ENFORCEMENT. 
Compliance with the provisions of this Act shall be 
enforced by the Federal Trade Commission in the same 
manner and with the same power and authority as the 
Federal Trade Commission has under the Federal Trade 
Commission Act (15 U.S.C. 41 et seq.). 
SEC. 19. DISSOLUTION OF THE ASSOCIATION. 
If, after the end of the 3-year period beginning on 
the date on which the Association is incorporated, the As-
sociation’s membership remains below 25,000 members 
during any 1-year period, the board of directors of the 
Association shall dissolve the Association. Upon the termi-
nation, dissolution, or winding up of the Association in 
any manner or for any reason, voluntary or involuntary, 
its assets, if any, remaining after the payment or provision 
for payment of all liabilities of the Association shall be 
distributed to, and only to, 1 or more charitable organiza-
tions. No part of the income or assets of the Association 
shall inure to any of its members, directors, or officers, 
or be distributed to any such person during the life of the 
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smartinez on DSK6TPTVN1PROD with
Association or upon its dissolution, except in payment of 
a legal obligation owed to such person. At the time of dis-
solution, any unexpended funds appropriated by Congress 
for the establishment of the Association shall be returned 
to the United States Treasury. 
SEC. 20. REPORTS. 
(a) REPORT TO THE PRESIDENT AND CONGRESS.— 
(1) IN GENERAL.—The Association shall pre-
pare and submit to the President and the appro-
priate committees of Congress, at the beginning of 
each regular session of Congress, a report on the As-
sociation’s activities for the preceding fiscal year. 
(2) REPORT CONTENT.—The reports required 
by this subsection shall include— 
(A) an appraisal of the performance of 
Federal financial regulatory agencies, including 
reports on the compliance of Federal financial 
regulatory agencies with their legal missions 
and mandates; 
(B) the extent to which regulatory agencies 
should disseminate specified information to the 
research and consumer communities and con-
sumer information to the public; 
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(C) an appraisal of significant actions of 
State and local governments relating to the pro-
tection of financial consumers; 
(D) recommendations for financial con-
sumer protection legislation; and 
(E) an overview of covered persons’ compli-
ance with the law. 
SEC. 21. RELATIONSHIP TO EXISTING LAW. 
Nothing in this Act shall be construed to limit the 
right of any individual or group of individuals to initiate, 
intervene in, or otherwise participate in any proceeding be-
fore a regulatory agency or court, nor to relieve any regu-
latory agency, court, or other public body of any obliga-
tion, or affect its discretion to permit intervention or par-
ticipation by a consumer or group or class of consumers 
or citizens in any proceeding or activity. 
SEC. 22. CONSTRUCTION. 
The provisions of this Act shall be construed in such 
a manner as best to enable the Association to effectively 
represent and protect the interests of financial services 
consumers. 
SEC. 23. SEVERABILITY. 
If any provision of this Act shall be declared invalid, 
the other provisions of this Act shall remain in effect. 
Æ 
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