22 U.S.C. § 10604 — Corporate powers and obligations of the

Page 2349 TITLE 22—FOREIGN RELATIONS AND INTERCOURSE § 10604 lows, trainees, and other agents of the Foundation (including ex-officio members of the Board and appointed members of the Board) who fail to uphold the ethical and conflict of interest standards established pursuant to clause (iii); (vi) policies for winding down the activi- ties of the Foundation upon its dissolu- tion, including a plan— (I) to return unspent appropriations to the Treasury of the United States; and (II) to donate unspent private and phil- anthropic contributions to projects that align with the goals and requirements described in section 10606 of this title; (vii) policies for vetting implementing partners and grantees to ensure the Foun- dation does not provide grants to for profit entities whose primary objective is activi- ties other than conservation activities; and (viii) clawback policies and procedures to be incorporated into grant agreements to ensure compliance with the policies re- ferred to in clause (vii). (B) Requirements The Board shall ensure that the bylaws of the Foundation and the activities carried out under such bylaws do not— (i) reflect unfavorably on the ability of the Foundation to carry out activities in a fair and objective manner; or (ii) compromise, or appear to com- promise, the integrity of any govern- mental agency or program, or any officer or employee employed by, or involved in, a governmental agency or program. (c) Foundation staff Officers and employees of the Foundation— (1) may not be employees of, or hold any of- fice in, the United States Government; (2) may not serve in the employ of any non- governmental organization, project, or person related to or affiliated with any grantee of the Foundation while employed by the Founda- tion; (3) may not receive compensation from any other source for work performed in carrying out the duties of the Foundation while em- ployed by the Foundation; and (4) should not receive a salary at a rate that is greater than the maximum rate of basic pay authorized for positions at level I of the Exec- utive Schedule under section 5312 of title 5. (d) Limitation and conflicts of interests (1) Political participation The Foundation may not— (A) lobby for political or policy issues; or (B) participate or intervene in any polit- ical campaign in any country. (2) Financial interests As determined by the Board and set forth in the bylaws established pursuant to subsection (b)(13), and consistent with best practices, any member of the Board or officer or employee of the Foundation shall be prohibited from par- ticipating, directly or indirectly, in the con- sideration or determination of any question before the Foundation affecting— (A) the financial interests of such member of the Board, or officer or employee of the Foundation, not including such member’s Foundation expenses and compensation; and (B) the interests of any corporation, part- nership, entity, or organization in which such member of the Board, officer, or em- ployee has any fiduciary obligation or direct or indirect financial interest. (3) Recusals Any member of the Board that has a busi- ness, financial, or familial interest in an orga- nization or community seeking support from the Foundation shall recuse himself or herself from all deliberations, meetings, and decisions concerning the consideration and decision re- lating to such support. (4) Project ineligibility The Foundation may not provide support to individuals or entities with business, finan- cial, or familial ties to— (A) a current member of the Board; or (B) a former member of the Board during the 5-year period immediately following the last day of the former member’s term on the Board. (Pub. L. 118–159, div. E, title LI, § 5103, Dec. 23, 2024, 138 Stat. 2412.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsec. (b)(1)(A), was in the original ‘‘this title’’ and was translated as reading ‘‘this subtitle’’, meaning subtitle A (§§ 5101–5109) of title LI of div. E of Pub. L. 118–159, Dec. 23, 2024, 138 Stat. 2410, known as the United States Foundation for Inter- national Conservation Act of 2024, which is classified generally to this chapter. § 10604. Corporate powers and obligations of the Foundation (a) General authority (1) In general The Foundation— (A) may conduct business in foreign coun- tries; (B) shall have its principal offices in the Washington, DC, metropolitan area; and (C) shall continuously maintain a des- ignated agent in Washington, DC, who is au- thorized to accept notice or service of proc- ess on behalf of the Foundation. (2) Notice and service of process The serving of notice to, or service of proc- ess upon, the agent referred to in paragraph (1)(C), or mailed to the business address of such agent, shall be deemed as service upon, or notice to, the Foundation. (3) Audits The Foundation shall be subject to the gen- eral audit authority of the Comptroller Gen- eral of the United States under section 3523 of title 31. (b) Authorities In addition to powers explicitly authorized under this chapter, the Foundation, in order to Page 2350 TITLE 22—FOREIGN RELATIONS AND INTERCOURSE § 10605 carry out the purposes described in section 10602(b) of this title, shall have the usual powers of a corporation headquartered in Washington, DC, including the authority— (1) to accept, receive, solicit, hold, admin- ister, and use any gift, devise, or bequest, ei- ther absolutely or in trust, or real or personal property or any income derived from such gift or property, or other interest in such gift or property located in the United States; (2) to acquire by donation, gift, devise, pur- chase, or exchange any real or personal prop- erty or interest in such property located in the United States; (3) unless otherwise required by the instru- ment of transfer, to sell, donate, lease, invest, reinvest, retain, or otherwise dispose of any property or income derived from such property located in the United States; (4) to complain and defend itself in any court of competent jurisdiction (except that the members of the Board shall not be personally liable, except for gross negligence); (5) to enter into contracts or other arrange- ments with public agencies, private organiza- tions, and persons and to make such payments as may be necessary to carry out the purposes of such contracts or arrangements; and (6) to award grants for eligible projects, in accordance with section 10606 of this title. (c) Limitation of public liability The United States shall not be liable for any debts, defaults, acts, or omissions of the Foun- dation. The Federal Government shall be held harmless from any damages or awards ordered by a court against the Foundation. (Pub. L. 118–159, div. E, title LI, § 5104, Dec. 23, 2024, 138 Stat. 2416.) § 10605. Safeguards and accountability (a) Safeguards The Foundation shall develop, and incorporate into any agreement for support provided by the Foundation, appropriate safeguards, policies, and guidelines, consistent with United States law and best practices and standards for envi- ronmental and social safeguards. (b) Independent accountability mechanism (1) In general The Secretary, or the Secretary’s designee, shall establish a transparent and independent accountability mechanism, consistent with best practices, which shall provide— (A) a compliance review function that as- sesses whether Foundation-supported projects adhere to the requirements devel- oped pursuant to subsection (a); (B) a dispute resolution function for re- solving and remedying concerns between complainants and project implementers re- garding the impacts of specific Foundation- supported projects with respect to such standards; and (C) an advisory function that reports to the Board on projects, policies, and prac- tices. (2) Duties The accountability mechanism shall— (A) report annually to the Board and the appropriate congressional committees re- garding the Foundation’s compliance with best practices and standards in accordance with paragraph (1)(A) and the nature and resolution of any complaint; (B)(i) have permanent staff, led by an inde- pendent accountability official, to conduct compliance reviews and dispute resolutions and perform advisory functions; and (ii) maintain a roster of experts to serve such roles, to the extent needed; and (C) hold a public comment period lasting not fewer than 60 days regarding the initial design of the accountability mechanism. (c) Internal accountability The Foundation shall establish an ombudsman position at a senior level of executive staff as a confidential, neutral source of information and assistance to anyone affected by the activities of the Foundation. (d) Annual review The Secretary shall, periodically, but not less frequent than annually, review assistance pro- vided by the Foundation for the purpose of im- plementing section 10602(b) of this title to en- sure consistency with the provisions under sec- tion 2378d of this title. (Pub. L. 118–159, div. E, title LI, § 5105, Dec. 23, 2024, 138 Stat. 2417.) § 10606. Projects and grants (a) Project funding requirements (1) In general The Foundation shall— (A) provide grants to support eligible projects described in paragraph (3) that ad- vance its mission to enable effective man- agement of primarily protected and con- served areas and their contiguous buffer zones in eligible countries; (B) advance effective landscape or seascape approaches to conservation that include buffer zones, wildlife dispersal and corridor areas, and other effective area-based con- servation measures; and (C) not purchase, own, or lease land, in- cluding conservation easements, in eligible countries. (2) Eligible entities Eligible entities shall include— (A) not-for-profit organizations with dem- onstrated expertise in protected and con- served area management and economic de- velopment; (B) governments of eligible partner coun- tries, as determined by subsection (b), with the exception of governments and govern- ment entities that are prohibited from re- ceiving grants from the Foundation pursu- ant to section 10607 of this title; and (C) Indigenous and local communities in such eligible countries. (3) Eligible projects Eligible projects shall include projects that— (A) focus on supporting—