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1 recommendations made pursuant to subsection (a) of this 2 section or pursuant to subsection (d) of section 307 may be 3 included for purposes of determining the presence of a quorum 4 at any meeting of the Directors which he attends, may par5 ticipate in discussions in any such meetings and may vote 6 upon matters, notwithstanding his service as officer, director, 7 trustee, partner, or employee in an organization or corpora8 tion which is a member of the organization which made 9 such recommendations.

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GENERAL POWERS OF THE AUTHORITY

SEC. 304. (a) In order to carry out the purposes set 12 forth in section 301 the Authority shall have power

(1) to sue and be sued, complain and defend,, in its corporate name;

(2) to adopt, alter, and use a corporate seal, which shall be judicially noticed;

(3) to adopt, amend, and repeal bylaws, rules, and regulations as may be necessary for the conduct of its business;

(4) to conduct its business, carry on its operations, and have offices and exercise the powers granted by this

Act in any State;

(5) to lease, purchase, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with any

property, real, personal, or mixed, or any interest therein, wherever situated;

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(6) to accept gifts or donations of services, or of property, real, personal, or mixed, tangible or intangible,

in aid of any of the purposes of the Authority;

(7) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of its property and assets; (8) to appoint such attorneys, employees, and agents as may be required, to define their duties, to fix and to pay such compensation for their services as may

9 be determined: Provided, That, except as otherwise

specified in this Act, such attorneys, employees, and agents as well as the members of the Board of Directors shall not be subject to the provisions of Federal laws relating to Federal employees with respect to appointments, promotions, adverse actions, hours of work, rates of compensation, allowances, leave, unemployment compensation, compensation for work injuries, and Federal benefits such as retirement, life insurance, and health benefits;

(9) to enter into contracts, to execute instruments, to incur liabilities, and to do all things as are necessary or incidental to the proper management of the affairs

and proper conduct of its business;

(10) to build, purchase, own, lease, and manage rolling stock to be operated for the purpose of providing

modern, efficient freight transportation of goods; to con

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duct research and development related to the purposes

of this Act; and to acquire, or to contract for the use of, physical facilities, equipment, and devices necessary for equitable distribution and efficient and expeditious use of its rolling stock; and

(11) to enter into agreements and contracts necessary for the building, operation, maintenance, and repair of its rolling stock and for the performance of all services and work incidental thereto, consistent with prudent management of the affairs of the Authority and not inconsistent with the provisions of section 311 of this Act.

(b) Persons contracting with the Authority with respect 13 to the operation or maintenance of such rolling stock shall 14 be and are hereby relieved from prohibitions of the antitrust 15 laws of the United States, with respect to such contracts 16 insofar as may be necessary to enable them to enter into 17 such contracts and to perform their obligations thereunder.

19 SEC. 305. (a) PER DIEM SURCHARGE.-Every rail20 road, except switching and terminal railroads, shall pay to the 21 Authority a per diem surcharge of 50 cents per car-day 22 on each general service freight car for each day that such 23 a railroad incurs a car-hire charge for the use of such car, except that no one railroad, or group of railroads under 25 common management and control, shall make total payments

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1 in excess of 10 per centum of the total amount paid by all 2 railroads. The Authority shall impose the surcharge levy no 3 later than sixty days after the Board of Directors shall have 4 taken office pursuant to section 303, and the levy shall con5 tinue until the Board of Directors of the Authority deter6 mines that such sum as may be necessary for the purposes of 7 this Act but not less than $10,000,000 nor more than $30,8 000,000 will be due or will have been paid to the Authority 9 as of a certain date, whereupon the levy of the surcharge 10 will cease as of that date. The surcharge shall be payable 11 on the tenth day of the second month succeeding the month 12 in which the charge accrues. If it should be determined 13 that any one railroad, or any group of railroads under com14 mon management and control at the time of payment, 15 has paid in excess of 10 per centum of the total amount 16 paid by all railroads, the Authority shall refund the excess 17 payments.

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(b) The Authority shall issue a negotiable debenture to each railroad in the amount of per diem surcharge paid by 20 such railroad. Such debentures shall bear and pay interest at 21 a rate determined by the Secretary of the Treasury to be the 22 current rate for similar debentures in the open market. The 23 par value of such debentures shall be due and payable 24 December 31 of the thirtieth year after the date of issuance 25 unless such date shall be a Saturday, Sunday, or holiday,

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in which event said par value shall be payable the next full

2 business day, which shall not be either Saturday, Sunday,

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or holiday. Such debentures shall be debts of the Authority

4 but shall be subordinate to all other debts of the Authority.

5 Neither the par value nor the interest on such debentures

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shall be guaranteed by the United States of America.

(c) REFUND OF PER DIEM SURCHARGE.-(1) In the event of partial or complete liquidation of the Authority, 9 any assets remaining after payment of the Authority's obli10 gations and expenses will be distributed pro rata to the rail11 roads, not to exceed the amount paid into the Authority as 12 per diem surcharge under paragraph (a) of this section plus 13 accrued interest, if any, and the remainder will be paid into 14 the Treasury of the United States and credited to miscel15 laneous receipts.

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(2) In the event of complete liquidation of any railroad 17 subject to this Act, the Board of Directors of the Authority may, if and when funds are available, refund to the railroad

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a sum not to exceed the amount paid in as per diem sur20 charge under the provisions of paragraph (a) of this section. 21 plus accrued interest, if any.

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(d) INCURRENCE OF DEBT FOR CAPITAL PURPOSES.

23 The Authority is hereby empowered to incur debt for

24 capital purposes. Such debt may be incurred in the form

of bonds, debentures, equipment trust certificates, conditional