Sec. 248. Powers and duties of the Board of Directors
952 words·~4 min read·
/bill/113/hr/2821/ih/section-248A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
The Board of Directors shall— as soon as is practicable after the date on which all members are appointed, approve or disapprove senior management appointed by the chief executive officer; not later than 180 days after the date on which all members are appointed— develop and approve the bylaws of AIFA, including bylaws for the regulation of the affairs and conduct of the business of AIFA, consistent with the purpose, goals, objectives, and policies set forth in this Act; establish subcommittees, including an audit committee that is composed solely of members of the Board of Directors who are independent of the senior management of AIFA; develop and approve, in consultation with senior management, a conflict-of-interest policy for the Board of Directors and for senior management; approve or disapprove internal policies that the chief executive officer shall submit to the Board of Directors, including— policies regarding the loan application and approval process, including— disclosure and application procedures to be followed by entities in the course of nominating infrastructure projects for assistance under this Act; guidelines for the selection and approval of projects; specific criteria for determining eligibility for project selection, consistent with title II; and standardized terms and conditions, fee schedules, or legal requirements of a contract or program, so as to carry out this Act; and operational guidelines; and approve or disapprove a multi-year or 1-year business plan and budget for AIFA; ensure that AIFA is at all times operated in a manner that is consistent with this Act, by— monitoring and assessing the effectiveness of AIFA in achieving its strategic goals; periodically reviewing internal policies; 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; engaging one or more external auditors, as set forth in this Act; and reviewing and approving all changes to the organization of senior management; appoint and fix, by a vote of 5 of the 7 voting members of the Board of Directors, and without regard to the provisions of chapter 51 or subchapter III of chapter 53 of title 5, United States Code, the compensation and adjustments to compensation of all AIFA personnel, and where, in appointing and fixing any compensation or adjustments to compensation under this paragraph, the Board shall— consult with, and seek to maintain comparability with, other comparable Federal personnel; consult with the Office of Personnel Management; and carry out such duties consistent with merit principles, where applicable, as well as the education, experience, level of responsibility, geographic differences, and retention and recruitment needs in determining compensation of personnel; establish such other criteria, requirements, or procedures as the Board of Directors may consider to be appropriate in carrying out this Act; serve as the primary liaison for AIFA in interactions with Congress, the Executive Branch, and State and local governments, and to represent the interests of AIFA in such interactions and others; approve by a vote of 5 of the 7 voting members of the Board of Directors any changes to the bylaws or internal policies of AIFA; have the authority and responsibility— to oversee entering into and carry out such contracts, leases, cooperative agreements, or other transactions as are necessary to carry out this Act with— any Federal department or agency; any State, territory, or possession (or any political subdivision thereof, including State infrastructure banks) of the United States; and any individual, public-private partnership, firm, association, or corporation; to approve of the acquisition, lease, pledge, exchange, and disposal of real and personal property by AIFA and otherwise approve the exercise by AIFA of all of the usual incidents of ownership of property, to the extent that the exercise of such powers is appropriate to and consistent with the purposes of AIFA; to determine the character of, and the necessity for, the obligations and expenditures of AIFA, and the manner in which the obligations and expenditures will be incurred, allowed, and paid, subject to this Act and other Federal law specifically applicable to wholly owned Federal corporations; to execute, in accordance with applicable bylaws and regulations, appropriate instruments; to approve other forms of credit enhancement that AIFA may provide to eligible projects, as long as the forms of credit enhancements are consistent with the purposes of this Act and terms set forth in title II; to exercise all other lawful powers which are necessary or appropriate to carry out, and are consistent with, the purposes of AIFA; to sue or be sued in the corporate capacity of AIFA in any court of competent jurisdiction; to indemnify the members of the Board of Directors and officers of AIFA for any liabilities arising out of the actions of the members and officers in such capacity, in accordance with, and subject to the limitations contained in this Act; to review all financial assistance packages to all eligible infrastructure projects, as submitted by the chief executive officer and to approve, postpone, or deny the same by majority vote; to review all restructuring proposals submitted by the chief executive officer, including assignation, pledging, or disposal of the interest of AIFA in a project, including payment or income from any interest owned or held by AIFA, and to approve, postpone, or deny the same by majority vote; and to enter into binding commitments, as specified in approved financial assistance packages; delegate to the chief executive officer those duties that the Board of Directors deems appropriate, to better carry out the powers and purposes of the Board of Directors under this section; and to approve a maximum aggregate amount of outstanding obligations of AIFA at any given time, taking into consideration funding, and the size of AIFA’s addressable market for infrastructure projects.