Sec. 104. Powers and duties of the Board of Directors
907 words·~4 min read·
/bill/113/s/1716/is/section-104·A 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 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 IFA, including bylaws for the regulation of the affairs and conduct of the business of IFA, 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, other than the chief executive officer; 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 application procedures and project approval processes; operational guidelines; and approve or disapprove a 1-year business plan and budget for IFA; ensure that IFA is at all times operated in a manner that is consistent with this Act, by— monitoring and assessing the effectiveness of IFA in achieving its strategic goals; reviewing and approving internal policies, 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 1 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 not less than 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 Sates Code, the compensation and adjustments to compensation of all IFA personnel, provided that 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, as the Board of Directors may determine to be appropriate; consult with the Office of Personnel Management; and carry out those duties consistent with merit principles, where applicable, as well as the education, experience, level of responsibility, geographic differences, comparability to private sector positions, and retention and recruitment needs in determining compensation of personnel; serve as the primary liaison for IFA in interactions with Congress, the Secretary of Transportation and other Executive Branch officials, and State and local governments, and to represent the interests of IFA in those interactions and others; approve by a vote of not less than 5 of the 7 voting members of the Board of Directors any changes to the bylaws or internal policies of IFA; have the authority and responsibility— to oversee entering into and carrying out such contracts, leases, cooperative agreements, or other transactions as are necessary to carry out this Act; to approve of the acquisition, lease, pledge, exchange, and disposal of real and personal property by IFA and otherwise approve the exercise by IFA of all of the usual incidents of ownership of property, to the extent that the exercise of those powers is appropriate to and consistent with the purposes of IFA; to determine the character of, and the necessity for, the obligations and expenditures of IFA, 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 IFA 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 IFA; to sue or be sued in the corporate capacity of IFA in any court of competent jurisdiction; to indemnify the members of the Board of Directors and officers of IFA for any liabilities arising out of the actions of the members and officers in that 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 IFA in a project, including payment or income from any interest owned or held by IFA, and to approve, postpone, or deny the same by majority vote; to enter into binding commitments, as specified in approved financial assistance packages; to determine whether— to obtain a lien on the assets of an eligible entity that receives assistance under this Act; and to subordinate a lien under clause
(i)to any other lien securing project obligations; and to ensure a measurable public benefit in the selection of eligible infrastructure projects and to provide for reasonable public input in the selection of such projects; delegate to the chief executive officer those duties that the Board of Directors determines to be 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 principal exposure of IFA at any given time.