36 U.S.C. § 300104 — Board of governors

(a) Board of Governors.
(1) In general. The board of governors is the corporation's governing body. It has full power to govern and direct the corporation, and to oversee how the corporation's business and affairs are managed.
(2) Number. The board sets, by resolution, how many members make up the entire board. But there are limits: (A) starting March 31, 2009, and after, the board must have no fewer than 12 and no more than 25 members; and (B) starting March 31, 2012, and after, the board must have no fewer than 12 and no more than 20 members. The bylaws must spell out how these limits are carried out.
(3) Appointment. Governors are appointed or elected this way: (A) Chairman — (i) In general: the board, following procedures in the bylaws, recommends someone to the President to serve as chairman. If the President approves that recommendation, the President appoints that person as chairman. (ii) Vacancies: if the chairman's spot opens up — through resignation, death, or removal by the President — it is filled the same way described in (i). (iii) Duties: the chairman is a member of the board and, when present, presides over board meetings, along with any other duties the bylaws or a board resolution assign. (B) Other members — (i) In general: members of the board other than the chairman are elected at the corporation's annual meeting, following procedures the bylaws set. (ii) Vacancies: an open elected board seat, or a newly created board seat, can be filled by a vote of the board's remaining members, following procedures the bylaws set.

(b) Terms of Office.
(1) In general. Each board member serves a 3-year term. Two exceptions: (A) the board can let members elected before March 31, 2012, serve shorter terms, in order to reach the membership-size limits in subsection (a)(2)(A) and (B); and (B) a board member elected to fill a vacancy that opened before a term ended may serve either the rest of that term or until the next annual meeting, whichever the board decides.
(2) Staggered terms. Board terms (other than the chairman's) are staggered. By March 31, 2012, and after, about one-third of the entire board must be elected at each annual meeting, with each member's term ending at the third annual meeting after the one where they were elected.
(3) Term limits. No one may serve on the board for more terms or years than the bylaws allow.

(c) Committees and Officers. The board can: (1) appoint an executive committee, made up of its own members, to use the board's powers when the board itself is not meeting, following bylaws procedures; (2) appoint other committees or advisory councils, with powers set by the bylaws or a board resolution; (3) must appoint the corporation's officers, including a chief executive officer, with duties, responsibilities, and terms set by the bylaws or a board resolution; and (4) can remove board members (other than the chairman), officers, and employees, following procedures set by the bylaws or a board resolution.

(d) Advisory Council.
(1) Establishment. There must be an advisory council to the board of governors.
(2) Membership; appointment by president. (A) The council has 8 to 10 members. The President appoints each one, choosing from top officials of executive branch departments and senior military officers whose jobs and interests qualify them to help the corporation carry out its programs and purposes. (B) At least 1, but no more than 3, council members must come from the Armed Forces.
(3) Duties. The advisory council must advise the board of governors, report directly to it, and meet with it at least once a year. Its name, functions, and procedures are set by the bylaws.

(e) Action Without Meeting. The board, or any of its committees, can take any action that would normally require a meeting without actually holding one — as long as every member consents in writing, or by electronic transmission, and that consent is filed with the meeting minutes. The consent must be filed on paper if the minutes are kept on paper, and electronically if the minutes are kept electronically.

(f) Voting by Proxy.
(1) In general. Proxy voting — letting someone else vote for you — is not allowed at board meetings, the annual meeting, or any chapter meeting.
(2) Exception. During an emergency, the board may allow governors to be elected by proxy.

(g) Bylaws.
(1) In general. The board of governors can (A) adopt bylaws at any time, and (B) adopt separate bylaws that only take effect during an emergency.
(2) Emergency bylaws. Emergency bylaws, adopted under (1)(B), can set up special procedures needed to run the corporation during the emergency. Any part of the regular bylaws that doesn't conflict with the emergency bylaws stays in effect during the emergency too.

(h) Definitions. In this section: (1) "entire board" means the total number of board members the corporation would have if no seats were vacant; and (2) "emergency" has whatever meaning the bylaws give it.