
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 23, 2000]
[Document not affected by Public Laws enacted between
  January 23, 2000 and December 4, 2001]
[CITE: 45USC1323]

 
                           TITLE 45--RAILROADS
 
                    CHAPTER 22--CONRAIL PRIVATIZATION
 
                         SUBCHAPTER II--CONRAIL
 
                 Part B--Other Matters Relating to Sale
 
Sec. 1323. Board of Directors

    The Board of Directors of the Corporation shall be comprised as 
follows:
        (1) Except as provided in paragraph (3), with respect to the 
    period ending June 30, 1987, the board shall remain as it exists on 
    October 21, 1986, with any vacancies being filled by directors 
    nominated and elected by the remainder of the members of the board.
        (2)(A) Except as provided in paragraph (3), with respect to the 
    period beginning July 1, 1987, the board shall consist of--
            (i) 3 directors appointed by the Secretary of 
        Transportation;
            (ii) the Chief Executive Officer and the Chief Operating 
        Officer of the Corporation; and
            (iii) 8 directors appointed from among persons knowledgeable 
        in business affairs by the special court trustees named under 
        subparagraph (C), in consultation with the Secretary of 
        Transportation and the Chairman of the Board of Directors of the 
        Corporation, and recognizing the need for and importance of--
                (I) continuity in the direction of the Corporation's 
            business and affairs;
                (II) preserving the value of the investment of the 
            United States in the Corporation;
                (III) preserving essential rail service provided by the 
            Corporation; and
                (IV) providing for the sale of the United States shares.

        (B) The Secretary of Transportation and the special court 
    trustees may appoint directors under subparagraph (A) from among 
    existing directors of the Corporation.
        (C)(i) If more than 50 percent of the interest of the United 
    States in the Corporation has not been sold before June 1, 1987, the 
    special court established under section 719 of this title shall, on 
    that date, name 3 trustees from among persons knowledgeable in 
    business affairs to make the appointments required by subparagraph 
    (A)(iii). The Corporation shall compensate the special court 
    trustees in an amount to be specified by the special court, not to 
    exceed the amount paid by the Corporation to its directors for 
    comparable services.
        (ii) No person shall be eligible to be appointed as a special 
    court trustee under this subparagraph who, at any time during the 30 
    months immediately preceding such appointment, was an officer, 
    employee, or director of the United States Railway Association, the 
    Corporation, or the Department of Transportation.
        (3)(A) After the sale date, one director shall be elected by the 
    public shareholders of the Corporation for each increment of 12.5 
    percent of the interest of the United States in the Corporation that 
    has been sold through public offering.
        (B) With respect to the period ending June 30, 1987--
            (i) the first director elected under this paragraph shall 
        replace the member of the board who became a director most 
        recently from among--
                (I) directors appointed by the United States Railway 
            Association, or elected under paragraph (1) to replace such 
            a director, and
                (II) directors appointed by the Secretary of 
            Transportation, or elected under paragraph (1) to replace 
            such a director;

            (ii) the second director elected under this paragraph shall 
        replace the member of the Board who became a director most 
        recently from among directors described in clause (i)(I) or 
        (II), whichever group the first director replaced under this 
        subparagraph was not a member of; and
            (iii) subsequent directors elected under this paragraph 
        shall replace members alternately from the groups described in 
        clause (i)(I) and (II).

        (C) With respect to the period beginning July 1, 1987, directors 
    elected under this paragraph shall replace directors appointed by 
    the special court trustees under paragraph (2)(A)(iii), in the order 
    designated by the special court trustees in a list to be issued at 
    the time of such original appointments.
        (D) With respect to the period beginning on the first date more 
    than 50 percent of the interest of the United States in the 
    Corporation has been sold through public offering and ending when 
    100 percent of such interest has been sold--
            (i) all remaining members of the board referred to in 
        paragraph (2)(A)(iii), and
            (ii) with respect to the period ending June 30, 1987, all 
        remaining members of the board, except 3 members appointed by 
        the Secretary of Transportation and the Chief Executive Officer 
        and the Chief Operating Officer of the Corporation,

    shall be replaced by directors elected by the public shareholders of 
    the Corporation.
        (E) After 100 percent of the interest of the United States in 
    the Corporation has been sold, any remaining directors appointed by 
    the Secretary of Transportation, the United States Railway 
    Association, or the special court trustees referred to under 
    paragraph (2)(A)(iii), shall be replaced by directors elected by the 
    public shareholders of the Corporation.
        (F) Nothing in this paragraph shall be construed to prohibit any 
    director referred to in this section from being elected as a 
    director by the public shareholders of the Corporation.
        (4)(A) No director appointed or elected under this section shall 
    be a special court trustee or an employee of the United States, 
    except as elected by the public shareholders of the Corporation.
        (B) No director appointed or elected under this section shall be 
    an employee of the Corporation, except as provided in paragraph 
    (2)(A)(ii) or as elected by the public shareholders of the 
    Corporation.

(Pub. L. 99-509, title IV, Sec. 4023, Oct. 21, 1986, 100 Stat. 1901.)

 Abolition of Special Court, Regional Rail Reorganization Act of 1973, 
                        and Transfer of Functions

    Special court abolished and all jurisdiction and functions 
transferred to United States District Court for District of Columbia, 
see section 719(b)(2) of this title.

                  Section Referred to in Other Sections

    This section is referred to in section 719 of this title.
