Congress provided unequivocally that a quorum of the Board is three members, and that this requirement must be met at all times. The delegee group quorum provision does not eliminate this requirement. The strained interpretation by the Board is contrary to basic tenets of agency and corporation law. As the Restatement (Third) of Agency sets forth, an agent’s delegated authority terminates when the powers belonging to the entity that bestowed the authority are suspended. Restatement (Third) of Agency § 3.07(4) (2006). An agent’s delegated authority is also deemed to cease upon the resignation or termination of the delegating authority. 2 William Meade Fletcher, Fletcher Cyclopedia of the Law of Corporations § 504 (2008); see Emerson v. Fisher, 246 F. 642, 648 (1st Cir.1918) (<HOLDING>). Moreover, as Fletcher notes, a delegating
holding that property manager not a professional when management authority had not been delegated to it holding that a corporate treasurers delegee lacks authority to disburse corporate funds after the treasurer himself resigns holding that chevron deference is due only when the agency acts pursuant to delegated authority holding that an agent acting outside his delegated authority is not protected by the discretionary function exception holding that a corporate treasurers resignation terminated any authority delegated by the treasurer to other individuals