
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 12USC2279aa-4]

 
                       TITLE 12--BANKS AND BANKING
 
                     CHAPTER 23--FARM CREDIT SYSTEM
 
         SUBCHAPTER VIII--AGRICULTURAL MORTGAGE SECONDARY MARKET
 
 Part A--Establishment and Activities of Federal Agricultural Mortgage 
                               Corporation
 
Sec. 2279aa-4. Stock issuance


(a) Voting common stock

                              (1) Issue

        The Corporation shall issue voting common stock having such par 
    value as may be fixed by the Board from time to time. Each share of 
    voting common stock shall be entitled to one vote with rights of 
    cumulative voting at all elections of directors. Voting shall be by 
    classes as described in section 2279aa-2(a)(9) of this title. The 
    stock shall be divided into two classes with the same par value per 
    share. Class A stock may be held only by entities that are not Farm 
    Credit System institutions and that are entitled to vote for 
    directors specified in section 2279aa-2(b)(2)(A) of this title, 
    including national banking associations (which shall be allowed to 
    purchase and hold such stock). Class B stock may be held only by 
    Farm Credit System institutions that are entitled to vote for 
    directors specified in section 2279aa-2(b)(2)(B) of this title.

                       (2) Limitation on issue

        After the date the permanent board first meets with a quorum of 
    its members present, voting common stock of the Corporation may be 
    issued only to originators and certified facilities.

      (3) Authority of Board to establish terms and procedures

        The Board shall adopt such terms, conditions, and procedures 
    with regard to the issue of stock under this section as may be 
    necessary, including the establishment of a maximum amount 
    limitation on the number of shares of voting common stock that may 
    be outstanding at any time.

                         (4) Transferability

        Subject to such limitations as the Board may impose, any share 
    of any class of voting common stock issued under this section shall 
    be transferable among the institutions or entities to which shares 
    of such class of common stock may be offered under paragraph (1), 
    except that, as to the Corporation, such shares shall be 
    transferable only on the books of the Corporation.

                    (5) Maximum number of shares

        No stockholder, other than a holder of class B stock, may own, 
    directly or indirectly, more than 33 percent of the outstanding 
    shares of such class of the voting common stock of the Corporation.

(b) Required capital contributions

                           (1) In general

        The Corporation may require each originator and each certified 
    facility to make, or commit to make, such nonrefundable capital 
    contributions to the Corporation as are reasonable and necessary to 
    meet the administrative expenses of the Corporation.

         (2) Stock issued as consideration for contribution

        The Corporation, from time to time, shall issue to each 
    originator or certified facility voting common stock evidencing any 
    capital contributions made pursuant to this subsection.

(c) Dividends

                           (1) In general

        Such dividends as may be declared by the Board, in the 
    discretion of the Board, shall be paid by the Corporation to the 
    holders of the voting common stock of the Corporation pro rata based 
    on the total number of shares of both classes of stock outstanding.

                      (2) Reserves requirement

        No dividend may be declared or paid by the Board under this 
    section unless the Board determines that adequate provision has been 
    made for the reserve required under section 2279aa-10(c)(1) of this 
    title.

     (3) Dividends prohibited while obligations are outstanding

        No dividend may be declared or paid by the Board under this 
    section while any obligation issued by the Corporation to the 
    Secretary of the Treasury under section 2279aa-13 of this title 
    remains outstanding.

(d) Nonvoting common stock

    The Corporation is authorized to issue nonvoting common stock having 
such par value as may be fixed by the Board from time to time. Such 
nonvoting common stock shall be freely transferable, except that, as to 
the Corporation, such stock shall be transferable only on the books of 
the Corporation. Such dividends as may be declared by the Board, in the 
discretion of the Board, may be paid by the Corporation to the holders 
of the nonvoting common stock of the Corporation, subject to paragraphs 
(2) and (3) of subsection (c) of this section.

(e) Preferred stock

                       (1) Authority of Board

        The Corporation is authorized to issue nonvoting preferred stock 
    having such par value as may be fixed by the Board from time to 
    time. Such preferred stock issued shall be freely transferable, 
    except that, as to the Corporation, such stock shall be transferred 
    only on the books of the Corporation.

                    (2) Rights of preferred stock

        Subject to paragraphs (2) and (3) of subsection (c) of this 
    section, the holders of the preferred stock shall be entitled to 
    such rate of cumulative dividends, and such holders shall be subject 
    to such redemption or other conversion provisions, as may be 
    provided for at the time of issuance. No dividends shall be payable 
    on any share of common stock at any time when any dividend is due on 
    any share of preferred stock and has not been paid.

              (3) Preference on termination of business

        In the event of any liquidation, dissolution, or winding up of 
    the business of the Corporation, the holders of the preferred shares 
    of stock shall be paid in full at the par value thereof, plus all 
    accrued dividends, before the holders of the common shares receive 
    any payment.

(Pub. L. 92-181, title VIII, Sec. 8.4, as added Pub. L. 100-233, title 
VII, Sec. 702, Jan. 6, 1988, 101 Stat. 1692; amended Pub. L. 100-399, 
title VI, Sec. 601(d), (e), Aug. 17, 1988, 102 Stat. 1005.)


                               Amendments

    1988--Subsec. (a)(1). Pub. L. 100-399, Sec. 601(d), in penultimate 
sentence, inserted ``and'' after ``institutions'' and inserted ``, 
including national banking associations (which shall be allowed to 
purchase and hold such stock)'' before period at end.
    Subsec. (e)(1). Pub. L. 100-399, Sec. 601(e), substituted ``books of 
the Corporation'' for ``books of the Association''.


                    Effective Date of 1988 Amendment

    Amendment by Pub. L. 100-399 effective as if enacted immediately 
after enactment of Pub. L. 100-233, which was approved Jan. 6, 1988, see 
section 1001(a) of Pub. L. 100-399, set out as a note under section 2002 
of this title.

                  Section Referred to in Other Sections

    This section is referred to in sections 2279aa-2, 2279aa-3, 2279bb-7 
of this title.
