Page:United States Statutes at Large Volume 100 Part 2.djvu/429

 PUBLIC LAW 99-498—OCT. 17, 1986

100 STAT. 1531

shall each sign the articles of incorporation and shall serve as the initial Board of Directors until the members of the first regular Board of Directors shall have been appointed and elected. Such incorporators shall take whatever actions are necessary or appropriate to establish the Corporation, including the filing of articles of incorporation. OPERATION AND ELECTION OF BOARD OF DIRECTORS

"SEC. 754. (a) IN GENERAL.—The Corporation shall have a Board of 20 USC ll32f-3. Directors which shall consist of 11 members, of whom one shall be elected annually by the Board to serve as chairman. Directors shall ^ ^" " serve for terms of one year or until their successors have been appointed and qualified, and any member so appointed to fill a vacancy shall be appointed only for the unexpired term of the Director whom he succeeds. Two Directors shall be appointed by the Secretary of the Treasury; 2 Directors shall be appointed by the Secretary; 3 Directors shall be appointed by the Student Loan Marketing Association; and the remaining 4 Directors shall be elected by the holders of the Corporation's voting common stock at least one of whom shall be a college or university administrator. The failure of the Secretary or the Secretary of the Treasury to make any one or more appointments to the Board of Directors of the " li..'ri oan c); Corporation shall not affect or diminish the right and power of (1) the other directors who have been appointed or elected to assume and carry out their duties as directors and (2) the Board so constituted to act for all purposes as the full Board of the Corporation. "(b) CUMULATIVE VOTING.—The articles of incorporation of the

Corporation shall provide for cumulative voting under section 27(d) of the District of Columbia Business Corporation Act (D.C. Code, sec. 29-327(d)). INITIAL CAPITAL

755. (a) AUTHORITY TO ISSUE COMMON STOCK.—The Corpora- 20 USC li32f-4. tion shall issue shares of voting common stock of no par value at such time within 6 months of its incorporation as shall be designated by the initial Board of Directors, and from time to time thereafter. "(h) SUBSCRIPTION BY SECRETARY.—The Secretary is authorized and directed to subscribe to and purchase, in each of the 5 years following the incorporation of the Corporation, voting common stock of the Corporation having an aggregate purchase price of not more than $20,000,000, subject to availability of appropriations. "(c) SUBSCRIPTION BY ASSOCIATION.—The Student Loan Marketing Association is authorized to subscribe to and purchase during the 5 years following the incorporation of the Corporation voting common stock of the Corporation having an aggregate purchase price of $25,000,000 or more. "(d) ANNUAL ISSUANCE.—The Corporation is authorized to offer for subscription and purcheise to the general public during the 5 years following the incorporation of the Corporation, voting common stock having an aggregate purchase price of $125,000,000. Not less than 40 percent of such stock shall be set aside for purchase by institutions of higher education prior to being offered to the general public. "SEC.

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