Sec. 4. Governance of the Foundation
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/bill/118/s/3207/is/section-4A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
The Foundation shall be governed by a Board of Directors, who may consult with the Board of Advisors when making decisions related to the Foundation’s work. The Board shall be composed of— the appointed Directors described in subparagraph (B); and the nonvoting Directors or their respective appointees, including— the Secretary of State; the Administrator of the United States Agency for International Development; the Secretary of Agriculture; the Secretary of Commerce; and the Secretary of the Treasury.
Subject to subparagraph (C), the nonvoting Directors referred to in subparagraph (A)(ii) shall appoint, by majority vote, as Directors of the Board— 2 voting Directors who are independent experts representing diverse points of view, to the maximum extent practicable; 2 voting Directors who are private sector donors or designees and have made a meaningful financial contribution to the Foundation; 3 nonvoting Directors who— are not employed by a government; are recognized experts with relevant professional experience; and represent Africa, Latin America, or Asia; and 4 voting Directors, of whom— 1 shall be appointed by the majority leader of the Senate; 1 shall be appointed by the minority leader of the Senate; 1 shall be appointed by the Speaker of the House of Representatives; and 1 shall be appointed by the minority leader of the House of Representatives.
Each individual appointed to the Board pursuant to subparagraph
(B)shall be knowledgeable and experienced in 1 or more matters relating to— agricultural production, livestock, land management, or forestry; agricultural economics, business development, technology deployment, market access, agribusinesses (including food companies), market access, or relevant commodities groups; international finance and multilateral governance; international development and market access; or international nutrition and malnutrition issues. Both of the Directors of the Board who are appointed pursuant to subparagraph (B)(i) may not be members of the same political party. Both of the Directors of the Board who are appointed pursuant to subparagraph (B)(ii) may not be members of the same political party. The Board shall elect, from among the voting Directors appointed pursuant to subparagraph (B), a Chairperson, who shall serve in such position for a 2-year term. All voting Directors of the Board appointed pursuant to subparagraph
(B)shall have equal voting rights. The term of service of each Director appointed pursuant to paragraph (2)(B) may not exceed 5 years. Of the initial Directors appointed pursuant to paragraph (3)(B)— 5 Directors, including not fewer than 1 independent expert and 1 private sector donor, shall serve for a 4-year term; and 5 Directors shall serve for a 5-year term, as determined by the Chairperson of the Board. Any vacancy in the membership of the appointed Directors of the Board— shall be filled in accordance with the bylaws of the Foundation established pursuant to paragraph (8)(A) by an individual who meets the qualifications represented by the vacating Director; does not affect the power of the remaining appointed Directors to execute the duties of the Board; and shall be filled by an individual selected by the Board. A majority of the membership of the Board shall constitute a quorum for the transaction of Foundation business. The Board shall meet not less frequently than twice per year at the call of the Chairperson or by the approval of 2/3 of the voting members of the Board. The Board shall maintain full control and decision-making authority of the Foundation. Any Director who is absent from 3 consecutive regularly scheduled meetings may be removed from the Board by a majority vote of the Board. Directors of the Board shall serve without pay, but may be reimbursed for the actual and necessary traveling and subsistence expenses incurred by such members in the performance of their duties on behalf of the Foundation. Appointment as a Director of the Board shall not constitute employment by, or the holding of an office of, the United States Government for purposes of any Federal law. The Board shall— establish bylaws for the Foundation in accordance with paragraph (9); provide overall direction for the activities of the Foundation and establish priority activities; carry out any other necessary activities of the Foundation; evaluate the performance of the Executive Director; take steps to limit the Foundation’s administrative expenses to the extent practicable; and not less frequently than annually, consult and coordinate with key stakeholders qualified to provide advice, assistance, and information regarding efforts to strengthen food and nutrition security. The bylaws established pursuant to paragraph (8)(A) shall include— policies for the selection of Directors of the Board, Members of the Board of Advisors, and officers, employees, agents, and contractors of the Foundation, in accordance with subparagraphs
(B)and
(C)of paragraph (2); policies, including ethical standards, for— the acceptance, solicitation, and disposition of donations and grants to the Foundation; and the disposition of assets of the Foundation; policies that subject all employees, fellows, trainees, and other agents of the Foundation (including all of the Directors of the Board and all of the Members of the Board of Advisors) to conflict of interest standards; the specific duties of the Executive Director; policies for winding down the activities of the Foundation upon its termination, including a plan— to return unobligated appropriations to the Department of the Treasury; and to donate unspent private and philanthropic contributions to projects that align with the goals and requirements described in this Act; and specific policies and requirements governing project criteria and eligible countries. The Board shall ensure the bylaws of the Foundation and the activities carried out under such bylaws do not— reflect unfavorably on the ability of the Foundation to carry out activities in a fair and objective manner; or compromise, or appear to compromise, the integrity of any governmental agency or program, or any officer or employee employed by, or involved in, a governmental agency or program. The Board of Advisors shall be composed of— the Advisors designated pursuant to paragraph (2); and the Advisors appointed pursuant to paragraph (3). The following individuals, or designees of such individuals, shall serve as members of the Board of Advisors: The Chief Executive Officer of the United States International Development Finance Corporation. The Chief Executive Officer of the Millennium Challenge Corporation. The Ambassador of the Office of the United States Trade Representative. The Executive Director, in consultation with the Directors referred to in subsection (a)(2) and the Advisors referred to in subsection (b)(2), shall appoint, as members of the Board of Advisors— 2 deans or other designated faculty members of United States land-grant colleges or universities that have an international agriculture program; and 3 private sector or nongovernmental organization advisors who are experts in food systems or deployment of agricultural technologies. Each individual appointed to the Board of Advisors pursuant to paragraph
(3)shall be knowledgeable and experienced in 1 or more matters relating to the industries, institutions, or issues described in subsection (a)(2)(C). The term of service for each Advisor appointed pursuant to paragraph
(3)shall be not more than 5 years. Any vacancy in the membership of the appointed Advisors of the Board of Advisors— shall be filled in accordance with the bylaws of the Foundation by a private sector expert who meets the qualifications described in subsection (a)(2)(C), as represented by the vacating Advisor; does not affect the power of the remaining appointed Advisors to execute the duties of the Board of Advisors; and shall be filled by an individual selected by the Board. The Board of Advisors shall provide advice and consultation to the Board in accordance with the bylaws established pursuant to subsection (a)(8)(A). Any Advisor who is absent from 3 consecutive regularly scheduled meetings may be removed from the Board of Advisors by a majority vote of the Board of Advisors. Not later than 90 days after the date of the enactment of this Act, the Chairperson shall convene a meeting of the members of the Board designated pursuant to subsection (a)(2)(A)(ii)— to appoint the Directors of the Board in accordance with subsection (a)(2)(B); and to incorporate the Foundation. Except as provided in subparagraph (B), no voting member of the Board may participate in any decision, action, or recommendation with respect to any matter that directly and financially benefits such member or pertains specifically to any public body or any private or nonprofit firm or organization with which such member is formally associated or was formally associated during the most recent 2-year period. Subparagraph
(A)may not be construed to prohibit a member of the Board from participating in actions of the Board pertaining specifically to the public body of which such member is an officer. The Board shall hire a qualified individual to serve, at the pleasure of the Board, as the Executive Director of the Foundation. Officers and employees of the Foundation— may not be employees of, or hold any office in, the United States Government; shall be appointed without regard to the provisions of— title 5, United States Code, governing appointments in the competitive service; and chapter 51 and subchapter III of chapter 53 of such title, relating to classification and General Schedule pay rates; and may not receive a salary at a rate in excess of 150 percent of the maximum rate of basic pay authorized for positions at level I of the Executive Schedule under section 5312 of title 5, United States Code, for any fiscal year. The Foundation may not participate or intervene in any political activities on behalf of any candidate for public office in any country. All Directors of the Board, Advisors, officers, and employees of the Foundation may not participate (directly or indirectly) in the consideration or determination of any question before the Foundation affecting— the financial interests of such Director, officer, or employee; and the interests of any corporation, partnership, entity, or organization in which such Director, officer, or employee has any fiduciary obligation or direct or indirect financial interest.