SUBCHAPTER II
Establishment and Board of Directors
SECTIONS
§ 211. Establishment of Corporation.
§ 212. Independence.
§ 213. Board of Directors of the Corporation.
§ 214A. Appointment and Termination of Directors.
§ 214B. Transitional Board of Directors.
§ 215. Chairperson of the Board.
§ 216. Meetings of the Board.
§ 217. Transaction of Business Without Meeting.
§ 218. Remuneration of Directors.
§ 219. Disclosure of Interest.
§ 220. Minutes of Meetings and Business Transacted.
§ 221. Delegation of Board’s Powers.
Editor’s note: Section 3 of PL 15-8 enacted a new chapter 2 of title 27 entitled Federated States of Micronesia Petroleum Corporation Act of 2007. While section 3 of PL 15-8 did not create subchapters for this chapter the numbering of the sections indicated an intent to have the chapter subdivided into subchapters. This has been done for easier reference and to comport with standard code format.
The Federated States of Micronesia Petroleum Corporation is hereby established as a public corporation under the laws of the Federated States of Micronesia. It may hereinafter be referred to as “the Corporation”.
The Corporation shall not be deemed to be a government department, board or agency and as such is not subject to the laws governing the activities of the government including but not limited to title 52 (the Public Service System Act) and title 55 (The Financial Management Act) of this code; provided, however, that nothing herein shall be deemed to waive the Corporations responsibility to comply with the Financial Management Act if allotted government funds.
Source: PL 15-8 § 7.
Cross-reference: The statutory provisions on the President and the Executive are found in title 2 of this code.
(1) The Board shall be composed of seven voting members as follows:
(a) one director appointed by the President of the FSM with the advice and consent of Congress;
(b) one director appointed by the Governor of the State of Chuuk with the advice and consent of the Chuuk State Senate;
(c) one director appointed by the Governor of the State of Kosrae with the advice and consent of the Kosrae State Legislature;
(d) one director appointed by the Governor of the State of Pohnpei with the advice and consent of the Pohnpei State Legislature;
(e) one director appointed by the Governor of the State of Yap with the advice and consent of the Yap State Legislature; and
(f) two directors appointed by the President of the FSM with the advice and consent of Congress from a list of private sector candidates nominated by the four State governors.
(2) The persons appointed under subsection (1) of this section must have experience in public administration, environmental matters, finance, or oil and gas distribution. At least one person appointed under subsection (1)(f) of this section must have special knowledge and capacity in the field of oil and gas distribution.
(3) No person appointed under subsection (1) of this section nor any member of his or her immediate family may possess any pecuniary interest in any business or entity which derives any part of its revenue from the distribution of oil or gas in the Federated States of Micronesia.
(4) The persons appointed under subsection (1) of this section hold office for a term of three years, provided, however, that the initial terms of office shall be determined by lot at the first meeting held by the Board with three members serving an initial term of one year, two serving an initial term of two years and two serving an initial term of three years. Provided further, that if no replacement has been appointed prior to the expiration of a director’s term, he or she shall continue to serve for an additional period of 90 days or until a replacement is appointed, whichever is less. All members are eligible for reappointment.
(5) Vacancies on the Board shall be filled for the unexpired portion of the term in the same manner as originally filled.
(6) The Board may, at any time by majority vote, remove any director for failure to attend three consecutive meetings of the Board, or for neglect of duty or malfeasance in office.
Source: PL 15-8 § 9.
Cross-reference: The statutory provisions on the President and the Executive are found in title 2 of this code. The statutory provisions on the FSM Congress are found in title 3 of this code.
Notwithstanding section 214A of this chapter, the President and the Governors of the States of Chuuk, Kosrae, Pohhpei and Yap shall have the authority to appoint a transitional Board of Directors, whose tenure shall not exceed six months. The transitional Board shall consist of five members whose appointments are not subject to advice and consent by Congress or any branch of a State Legislature. One of the members shall be chosen by the President of the FSM and one shall be chosen by each of the Governors of the four FSM States. Appointment to the transitional Board shall not preclude a permanent appointment under section 214A of this chapter and a permanent appointment pursuant to subsection 214A(1)(a), (b), (c), (d), or (e) of this chapter shall immediately replace a person appointed to the transitional Board pursuant to this section. All other requirements of section 214A of this chapter shall apply to the transitional Board. The initial meeting of the transitional Board may be called at any time after four of the five members have been appointed.
Source: PL 15-8 § 10.
Cross-reference: The statutory provisions on the President and the Executive are found in title 2 of this code.
The Chairperson of the Board shall be chosen by the Board members by majority vote and shall serve for a term of one year from the date of selection. The Chairperson may authorize, in writing, any director to exercise any power or perform any function conferred on the Chairperson by or under this chapter.
(1) The Board must meet as often as may be necessary for the performance of its functions, provided that it shall meet no less than once per quarter each calendar year and provided, further, that at least two such meetings shall require the physical presence of the directors at a single location.
(2) At any meeting, the quorum of the Board is a majority of the total directors appointed at the time of the meeting.
(3) Notice of a meeting of the Board must be given to each director and shall be delivered by hand or sent by post, facsimile, electronic mail or other written message to an address supplied by the director to the Board for this purpose.
(4) Decisions at meetings of the Board are taken by a simple majority of the directors present and voting.
(5) Subject to this section, the Board may regulate its own procedure.
(6) The validity of a proceeding of the Board is not affected by a vacancy in the membership or by any defect in the appointment of a director.
A resolution of the Board is valid, even though it was not passed at a meeting of the Board, if—
(1) it is signed or assented to by no less than five directors of the Board; and
(2) a notice in writing of the proposed resolution was given to each director no less than seven days before the resolution is assented to by any director.
Directors who are employees of the national government of the FSM or a State government shall receive no additional compensation for their service as members of the Board. The compensation of members who are not Government employees shall be as determined by the Board and published in the minutes and annual report of the Board.
Source: PL 15-8 § 14.
Cross-reference: The statutory provisions on the President and the Executive are found in title 2 of this code.
(1) A director of the Board who has a direct or indirect personal interest in the outcome of any matter before the Board must disclose the interest to the Board.
(2) The disclosure of an interest under subsection (1) of this section must be recorded in the minutes of the Board.
(3) After making a disclosure under subsection (1) of this section, the director—
(a) in the case of a meeting, must withdraw from the meeting before the commencement of deliberations of the Board in respect of the matter referred to in subsection (1) of this section, although the director may be counted for the purposes of forming a quorum of the Board at the meeting; and
The Board must keep minutes of all its meetings and business transacted under sections 216 and 217 of this chapter in a proper form. All minutes of the meetings shall be made available to the public upon request.
(1) The Board may, from time to time, by notice in writing under the hand of the Chairperson, delegate to any person or committee any of the Board’s powers under this chapter.
(2) A delegation under this section may be made to a specified person or committee, or holder for the time being of a specified office or to the holders of offices of a specified class.
(3) A delegation may be made subject to such restrictions and conditions as the Board thinks fit, and may be made either generally or in relation to any particular case or class of cases.
(4) A person or committee purporting to exercise a power of the Board by virtue of a delegation under this section must, when required to do so, produce evidence of authority of the person or committee to exercise the power.