§ 1600.2

Definitions.

As used in this part:

Board means Board of Directors of the Rural Telephone Bank (Bank). Director means an individual who is a member of the Board.

Legal Counsel means the legal counsel of the Bank.

Meeting means the deliberations (including those conducted by conference telephone call or by any other method) among a quorum of the Directors, where such deliberations determine or result in joint conduct of official business of the Board. For purposes of this part, each item on the agenda of a meeting is considered a meeting or a portion of a meeting. To the extent that the discussions do not result in the beginning of deliberations

or

achieve a consensus on a matter of official agency business or effectively predetermine official actions, the term Meeting does not include:

(1) Deliberations to determine whether a meeting or portions of a meeting will be open or closed or whether information pertaining to closed meetings will be disclosed;

(2) Calling a meeting at a date earlier than announced as provided in § 1600.5; (3) Changing the subject matter of a publicly announced meeting as provided in § 1600.5;

(4) Disposition of Board business by circulation of materials to individual Board members;

(5) Staff briefings of Board members; (6) Informal background discussions among Board members and staff which clarify issues and expose varying views;

or

(7) Sessions with individuals from outside the Bank where Board members listen to a presentation and may elicit additional information.

Open to public observation means the right of any member of the public to attend and observe, but not participate or interfere in any way in an open meeting of the Board.

§ 1600.3 Open meetings.

(a) Except as provided for in §1600.6 every portion of every meeting of the Board shall be open to public observation. Observation does not include participation or disruptive conduct by observers, and persons engaging in such conduct will be removed from the meeting. Documents being considered at meetings of the Board may be obtained subject to the exemptions set forth in § 1600.8.

(b) Board members shall not jointly conduct or dispose of official Board business other than in accordance with this part.

(c) The Secretary of the Board shall be responsible for assuring that ample space, sufficient visibility, and adequate acoustics are provided for public observation of meetings of the Board.

§ 1600.4 Scheduling of meetings.

A decision to hold a meeting of the Board should be made as provided in the bylaws of the Bank and at least ten days prior to the scheduled meeting

date in order for the Secretary of the Bank to give the public notice required by $1600.5. Special meetings of the Board may be held on less than ten days notice if a majority of the Board determines by a recorded vote that Bank business requires that the special meeting be held on less than ten days notice. After public announcement of a meeting of the Board under the provisions of $1600.5, the subject matter thereof, or the determination to open or close a meeting, or portion thereof, may only be changed if a majority of the Directors determines by a recorded vote that business so requires and that no earlier announcement of the change is possible.

§ 1600.5 Public announcement of meetings.

(a) Except as otherwise provided in this section, public announcement of open meetings and meetings or portions thereof closed under §1600.7 will be made at least seven days in advance of each meeting. Except to the extent that such information is determined to be exempt from disclosure under § 1600.6, each such public announcement will state the time, place, and subject matter of the meeting, whether it is to be open or closed to the public, and the name and telephone number of the official designated to respond to requests for information about the meeting. Each such announcement shall be submitted for publication in the FEDERAL REGISTER. Copies of the announcement shall also be mailed to holders of Class B and Class C Bank stock.

(b) If a meeting is closed, the Board may omit from the announcement information usually included, if and to the extent that it finds that disclosure would be likely to have any of the consequences listed in § 1600.6.

(c) Where a majority of the Board members determine by recorded vote that Bank business requires that a meeting be called on less than ten days notice, public announcement shall be made at the earliest practicable time. Such announcement will state the time, place, and the subject matter of the meeting, whether it is to be open or closed to the public, and the name and telephone number of the official des

ignated to respond to requests for information about the meeting.

(d) The time or place of a meeting may be changed following the public announcement required by paragraph (a) of this section only if the Secretary publicly announces such change at the earliest practicable time. The subject matter of a meeting, or the determination of the Board to open or close a meeting, or portion of a meeting, to the public, may be changed following the public announcement required by this section only if:

(1) A majority of the Directors determines by a recorded vote that business so requires and that no earlier announcement of the change was possible; and

(2) The Secretary publicly announces such change and the vote of each Director upon such change at the earliest practicable time.

(e) The earliest practicable time, as used in this subsection, means as soon as possible, which should in few, if any, instances be later than the commencement of the meeting or portion in question.

(f) Each person interested in attending an open meeting of the Board should notify the Assistant Secretary of the Board at least one business day prior to the open meeting of their intention to attend the meeting. Any person who fails to do so may not be accommodated if there is insufficient space in the meeting room.

§ 1600.6 Bases for closing a meeting to the public.

(a) A portion or portions of a Board meeting may be closed to the public and any information pertaining to such meeting otherwise required by §1600.3 to be disclosed to the public may be withheld, where the Board determines that public disclosure of information to be discussed at such meetings is likely to:

(1) Disclose matters that are:

(i) Specifically authorized under criteria established by an Executive Order to be kept secret in the interests of national defense or foreign policy; and

(ii) In fact properly classified pursuant to such Executive Order.

(2) Relate solely to the internal personnel rules and practices of the Bank;

(3) Disclose matters specifically exempted from disclosure by statute (other than the Freedom of Information Act, 5 U.S.C. 552), provided that such statute:

(i) Requires that the matters be withheld from the public in such a manner as to leave no discretion on the issue; or

(ii) Establishes particular criteria for withholding or refers to particular types of matters to be withheld.

(4) Disclose trade secrets and commercial or financial information obtained from a person and privileged or confidential;

(5) Involve accusing any person of a crime, or formally censuring any person;

(6) Disclose information of a personal nature where disclosure would constitute a clearly unwarranted invasion of personal privacy;

(7) Disclose investigatory records compiled for law enforcement purposes, or information which if written would be contained in such records, but only to the extent that the production of such records or information would:

(i) Interfere with enforcement proceedings;

(ii) Deprive a person of a right to a fair trial or to an impartial adjudication;

(iii) Constitute an unwarranted invasion of personal privacy;

(iv) Disclose the identity of a confidential source, and, in the case of a record compiled by a criminal enforcement authority in the course of a criminal investigation, or by an agency conducting a lawful national security intelligence investigation, confidential information furnished only by the confidential source;

(v) Disclose investigative techniques and procedures; or

(vi) Endanger the life or physical safety of law enforcement personnel.

(8) Disclose information contained in or related to examination, operating, or condition reports prepared by, on behalf of, or for the use of the Bank or any other agency responsible for the regulation or supervision of financial institutions;

(9) Disclose information the premature disclosure of which would be likely to significantly frustrate imple

mentation of a proposed action of the Board or of another agency, except that this shall not apply in any instance where the content or nature of the proposed action has already been disclosed to the public or where the Board is required by law to make such disclosure on its own initiative prior to taking final action on such proposal; or

(10) Specifically concern the Board's participation in a civil action or proceeding, an action in a foreign court or international tribunal, or an arbitration, or the initiation, conduct, or disposition by the Board of a particular case of formal agency adjudication pursuant to the procedures in 5 U.S.C. 554 or otherwise involving a determination on the record after opportunity for a hearing.

(b) Any Board meeting or portion thereof, which may be closed, or any information which may be withheld under paragraph (a) of this section, will not be closed or withheld, respectively, in any case where the Board finds the public interest requires otherwise.

§ 1600.7 Procedures for closing a meeting to the public.

(a) A majority of all Directors may vote to close a meeting or withhold information pertaining to that meeting. A separate vote shall be taken with respect to any action under §1600.6(a). A majority of the Board may act by taking a single vote with respect to a series of meetings, a portion or portions of which are proposed to be closed to the public, or with respect to any information concerning such series of meetings, so long as each meeting in such series involves the same particular subject matter and is scheduled to be held no more than thirty days after the initial meeting in such series. The vote of each Director participating in such vote shall be recorded and no proxy shall be allowed.

(b) Whenever any person whose interests may be directly affected by a portion of the Board's meeting requests that the Board close such portion to the public on the basis of exemptions in paragraph (a)(5), (a)(6), or (a)(7) of §1600.6, the Board, upon request of any one of its members, will vote whether or not to close such portion of the

meeting. The vote of each Director participating in such vote shall be recorded and no proxy shall be allowed.

(c) Before every Board meeting

closed on the basis of one or more of the exemptions in §1600.6(a), the Legal Counsel will publicly certify that, in Counsel's opinion, the meeting may be closed to the public and shall state each relevant exemption.

(d) Within one business day after any vote taken pursuant to paragraph (a), (b), or (c) of this section, the Board will make publicly available a written copy of the vote, reflecting the vote of each Board member. Except to the extent that such information is exempt from disclosure, if a meeting or portion of a meeting is to be closed to the public, the Board will make publicly available within one business day after the required vote a full written explanation of its action, together with a list of all persons expected to attend the meeting and their affiliation.

§ 1600.8 Transcript, recording or minutes; availability to the public.

(a) The Secretary of the Board will maintain the following records for each Board meeting, or portion thereof which is closed to the public pursuant to a vote under § 1600.7:

(1) A copy of the Legal Counsel's certification required by § 1600.7;

(2) A copy of a statement from the presiding officer which sets forth the time and place of the closed meeting or portion thereof and a list of persons present; and

(3) A complete verbatim transcript or electronic recording adequate to record fully the proceedings of each Board meeting or portion of a meeting, except that in the case of a meeting or portion of a meeting closed to the public on the basis of exemptions in paragraph (a)(8) or (a)(10) of $1600.6, the Secretary of the Board will maintain either a transcript, electronic recording, or a complete set of minutes. Such minutes shall fully and clearly describe all matters discussed and shall provide a full and accurate summary of actions taken and the reasons therefor, including a description of each of the views expressed on any item and the record of all roll-call vote reflecting the vote of each member of the question. All

documents considered in connection with any action will be identified in such minutes.

(b) The retention period for the records required by paragraph (a) of this section will be for a period of at least two years after the particular Board meeting or until one year after the conclusion of any Board proceeding with respect to which the meeting or portion thereof was held, whichever occurs later.

(c) The Secretary of the Board will make promptly available to the public the transcript, electronic recording, transcription of the recording, or minutes of the discussion of any item on the agenda of a Board meeting, except for such item or items of such discussion as the Board determines to contain information which may be withheld on the basis of one or more of the exemptions in § 1600.6.

(d) Requests for public inspection of electronic recording, transcripts or minutes of Board meetings shall be made to the Assistant Secretary of the Board of Directors of the Rural Telephone Bank, room 4051-South Building, U.S. Department of Agriculture, 14th Street and Independence Avenue SW., Washington, DC 20250. Requests for inspection or copies of transcripts shall specify the date of the meeting, the name of the agenda and the agenda item number; this information will appear in the notice of the meeting.

(e) The transcripts, minutes, or transcriptions of electronic recordings of a Board meeting will disclose the identity of each speaker, and will be furnished to any person at the actual cost of transcription or duplication.