22 U.S.C. § 10603 — Governance of the Foundation

Page 2347 TITLE 22—FOREIGN RELATIONS AND INTERCOURSE § 10603 zones in eligible countries, including support for the management of terrestrial, coastal, freshwater, and marine protected areas, parks, community conservancies, Indigenous reserves, conservation easements, and bio- logical reserves; and (B) provide effective area-based conserva- tion measures, consistent with best prac- tices and standards for environmental and social safeguards; and (6) to coordinate with, consult, and other- wise support and assist, governments, private sector entities, local communities, Indigenous Peoples, and other stakeholders in eligible countries in undertaking biodiversity con- servation activities— (A) to achieve measurable and enduring biodiversity conservation outcomes; and (B) to improve local security, governance, food security, and economic opportunities. (c) Plan of Action (1) In general Not later than 6 months after the establish- ment of the Foundation, the Executive Direc- tor shall submit for approval from the Board an initial 3-year Plan of Action to implement the purposes of this chapter, including— (A) a description of the priority actions to be undertaken by the Foundation over the proceeding 3-year period, including a timeline for implementation of such priority actions; (B) descriptions of the processes and cri- teria by which— (i) eligible countries, in which eligible projects may be selected to receive assist- ance under this chapter, will be identified; (ii) grant proposals for Foundation ac- tivities in eligible countries will be devel- oped, evaluated, and selected; and (iii) grant implementation will be mon- itored and evaluated; (C) the projected staffing and budgetary requirements of the Foundation during the proceeding 3-year period; and (D) a plan to maximize commitments from private sector entities to fund the Founda- tion. (2) Submission The Executive Director shall submit the ini- tial Plan of Action to the appropriate congres- sional committees not later than 5 days after the Plan of Action is approved by the Board. (3) Updates The Executive Director shall annually up- date the Plan of Action and submit each such updated plan to the appropriate congressional committees not later that 5 days after the up- date plan is approved by the Board. (Pub. L. 118–159, div. E, title LI, § 5102, Dec. 23, 2024, 138 Stat. 2410.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsec. (c)(1), 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. § 10603. Governance of the Foundation (a) Executive Director There shall be in the Foundation an Executive Director, who shall— (1) manage the Foundation; and (2) report to, and be under the direct author- ity, of the Board. (b) Board of Directors (1) Governance The Foundation shall be governed by a Board of Directors, which— (A) shall perform the functions specified to be carried out by the Board under this chap- ter; and (B) may prescribe, amend, and repeal by- laws, rules, regulations, and procedures gov- erning the manner in which the business of the Foundation may be conducted and in which the powers granted to it by law may be exercised. (2) Membership The Board shall be composed of— (A) the Secretary, the Administrator of the United States Agency for International Development, the Secretary of the Interior, the Chief of the United States Forest Serv- ice, and the head of one other relevant Fed- eral department or agency, as determined by the Secretary, or the Senate-confirmed des- ignees of such officials; and (B) 8 other individuals, who shall be ap- pointed by the Secretary, in consultation with the members of the Board described in subparagraph (A), the Speaker and Minority Leader of the House of Representatives, and the President Pro Tempore and Minority Leader of the Senate, of whom— (i) 4 members shall be private-sector do- nors making financial contributions to the Foundation; and (ii) 4 members shall be independent ex- perts who, in addition to meeting the qual- ification requirements described in para- graph (3), represent diverse points of view and diverse geographies, to the maximum extent practicable. (3) Qualifications Each member of the Board appointed pursu- ant to paragraph (2)(B) shall be knowledgeable and experienced in matters relating to— (A) international development; (B) protected area management and the conservation of global biodiversity, fish and wildlife, ecosystem restoration, adaptation, and resilience; and (C) grantmaking in support of inter- national conservation. (4) Political affiliation Not more than 5 of the members appointed to the Board pursuant to paragraph (2)(B) may be affiliated with the same political party. (5) Conflicts of interest Any individual with business interests, fi- nancial holdings, or controlling interests in Page 2348 TITLE 22—FOREIGN RELATIONS AND INTERCOURSE § 10603 any entity that has sought support, or is re- ceiving support, from the Foundation may not be appointed to the Board during the 5-year period immediately preceding such appoint- ment. (6) Chairperson The Board shall elect, from among its mem- bers, a Chairperson, who shall serve for a 2- year term. (7) Terms; vacancies (A) Terms (i) In general The term of service of each member of the Board appointed pursuant to para- graph (2)(B) shall be not more than 5 years. (ii) Initial appointed directors Of the initial members of the Board ap- pointed pursuant to paragraph (2)(B)— (I) 4 members, including at least 2 pri- vate-sector donors making financial con- tributions to the Foundation, shall serve for 4 years; and (II) 4 members shall serve for 5 years, as determined by the Chairperson of the Board. (B) Vacancies Any vacancy in the Board— (i) shall be filled in the manner in which the original appointment was made; and (ii) shall not affect the power of the re- maining appointed members of the Board to execute the duties of the Board. (8) Quorum A majority of the current membership of the Board, including the Secretary or the Sec- retary’s designee, shall constitute a quorum for the transaction of Foundation business. (9) Meetings (A) In general The Board shall meet not less frequently than annually at the call of the Chairperson. Such meetings may be in person, virtual, or hybrid. (B) Initial meeting Not later than 60 days after the Board is established pursuant to section 10602(a) of this title, the Secretary of State shall con- vene a meeting of the ex-officio members of the Board and the appointed members of the Board to incorporate the Foundation. (C) Removal Any member of the Board appointed pursu- ant to paragraph (2)(B) who misses 3 con- secutive regularly scheduled meetings may be removed by a majority vote of the Board. (10) Reimbursement of expenses (A) In general Members of the Board shall serve without pay, but may be reimbursed for the actual and necessary traveling and subsistence ex- penses incurred in the performance of the duties of the Foundation. (B) Limitation Expenses incurred outside the United States may be reimbursed under this para- graph if at least 2 members of the Board con- currently incurred such expenses. Such re- imbursements— (i) shall be available exclusively for ac- tual costs incurred by members of the Board up to the published daily per diem rate for lodging, meals, and incidentals; and (ii) shall not include first-class, business- class, or travel in any class other than economy class or coach class. (C) Other expenses All other expenses, including salaries for officers and staff of the Foundation, shall be established by a majority vote of the Board, as proposed by the Executive Director on no less than an annual basis. (11) Not Federal employees Appointment as a member of the Board and employment by the Foundation does not con- stitute employment by, or the holding of an office of, the United States for purposes of any Federal law. (12) Duties The Board shall— (A) establish bylaws for the Foundation in accordance with paragraph (13); (B) provide overall direction for the activi- ties of the Foundation and establish priority activities; (C) carry out any other necessary activi- ties of the Foundation; (D) evaluate the performance of the Execu- tive Director; (E) take steps to limit the administrative expenses of the Foundation; and (F) not less frequently than annually, con- sult and coordinate with stakeholders quali- fied to provide advice, assistance, and infor- mation regarding effective protected and conserved area management. (13) Bylaws (A) In general The bylaws required to be established under paragraph (12)(A) shall include— (i) the specific duties of the Executive Director; (ii) policies and procedures for the selec- tion of members of the Board and officers, employees, agents, and contractors of the Foundation; (iii) policies, including ethical standards, for— (I) the acceptance, solicitation, and disposition of donations and grants to the Foundation; and (II) the disposition of assets of the Foundation upon the dissolution of the Foundation; (iv) policies that subject all imple- menting partners, employees, fellows, trainees, and other agents of the Founda- tion (including ex-officio members of the Board and appointed members of the Board) to stringent ethical and conflict of interest standards; (v) removal and exclusion procedures for implementing partners, employees, fel- 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