Sec. 5. Board of directors
812 words·~4 min read·
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The Bank shall have a Board of Directors consisting of 7 members appointed by the President and with the advice and consent of the Senate. The directors of the Board shall include individuals representing different regions of the United States and— 2 of the directors shall have public sector experience; 2 of the directors shall have private sector experience; and 3 of the directors shall have finance experience. As designated at the time of appointment, one of the directors of the Board shall be designated chairperson of the Board by the President and one shall be designated as vice chairperson of the Board by the President. Except as provided in paragraph
(2)and subsection (f), each director shall be appointed for a term of 6 years. Of the initial members of the Board— the chairperson and vice chairperson shall each be appointed for terms of 6 years; 3 shall be appointed for a term of 4 years; and 2 shall be appointed for a term of 2 years. Not later than 30 days after the date of enactment of this Act, the majority leader of the Senate, the minority leader of the Senate, the Speaker of the House of Representatives, and the minority leader of the House of Representatives shall each submit a recommendation to the President for appointment of a member of the Board of Directors, after consultation with the appropriate committees of Congress. The initial nominations by the President for appointment of directors to the Board shall be made not later than 60 days after the date of enactment of this Act. A vacancy on the Board shall be filled in the manner in which the original appointment was made. Any director appointed to fill a vacancy occurring before the expiration of the term for which the director’s predecessor was appointed shall be appointed only for the remainder of the term. A director may serve after the expiration of that director’s term until a successor has taken office. Four directors shall constitute a quorum. A director of the Board appointed by the President may be reappointed by the President in accordance with this section. Directors of the Board shall serve on a part-time basis and shall receive a per diem when engaged in the actual performance of Bank business, plus reasonable reimbursement for travel, subsistence, and other necessary expenses incurred in the performance of their duties. A director of the Board may not participate in any review or decision affecting a project under consideration for assistance under this Act if the director has or is affiliated with a person who has an interest in such project. The Board shall— as soon as is practicable after the date on which the last director is appointed, establish an Executive Committee, Risk Management Committee and Audit Committee as prescribed by this Act; not later than 180 days after the date on which the last director is appointed develop and approve the bylaws of the Bank, including bylaws for the regulation of the affairs and conduct of the business of the Bank, consistent with the purpose, goals, objectives, and policies set forth in this Act; ensure that the Bank is at all times operated in a manner that is consistent with this Act, by— monitoring and assessing the effectiveness of the Bank in achieving its strategic goals; periodically reviewing internal policies submitted by the chief executive officer; reviewing and approving annual business plans, annual budgets, and long-term strategies submitted by the chief executive officer; reviewing and approving annual reports submitted by the chief executive officer; reviewing risk management and audit practices of the Bank; and reviewing and approving all changes to the organization of the Bank; and establish such other criteria, requirements, or procedures as the Board may consider to be appropriate in carrying out this Act. All meetings of the Board held to conduct the business of the Bank shall be open to the public and shall be preceded by reasonable notice. The Board shall meet not later than 90 days after the date on which the last director is appointed and otherwise at the call of the Chairperson. Pursuant to such rules as the Board may establish through their bylaws, the directors may close a meeting of the Board if, at the meeting, there is likely to be disclosed information which could adversely affect or lead to speculation relating to an infrastructure project under consideration for assistance under this Act or in financial or securities or commodities markets or institutions, utilities, or real estate. The determination to close any meeting of the Board shall be made in a meeting of the Board, open to the public, and preceded by reasonable notice. The Board shall prepare minutes of any meeting which is closed to the public and make such minutes available as soon as the considerations necessitating closing such meeting no longer apply.