§10603 Governance of the Foundation

Summary

Creates a Board of Directors to run the Foundation and an Executive Director to manage daily operations. The Executive Director reports to the Board. The Board includes five named federal officials (the Secretary, the USAID Administrator, the Interior Secretary, the U.S. Forest Service Chief, and one other federal agency head chosen by the Secretary) or their Senate-confirmed designees, plus 8 people appointed by the Secretary after consulting Congress and the other Board members. Of those 8, four must be private donors and four must be independent experts with experience in international development, protected-area management and conservation, and conservation grantmaking. No more than 5 of those 8 may be from the same political party. Appointees may not have had business ties to Foundation grantees in the prior 5 years. The Board picks a Chair for a 2-year term. Appointed members serve up to 5 years; the first set are staggered so half serve 4 years and half 5 years. A majority of current Board members, including the Secretary or a designee, is needed for a quorum. The Board must meet at least once a year, and the Secretary of State must hold a meeting of all members within 60 days after the Board is created under section 10602(a). Members who miss three regular meetings in a row can be removed. Board members serve without pay but can be reimbursed for travel and lodging under set per diem limits and must travel economy class. The Board sets other budgets and salaries by majority vote each year. Board members and staff are not federal employees. The Board must write bylaws that spell out the Executive Director’s duties, selection rules, ethics and conflict-of-interest rules, donation and dissolution rules, partner vetting to avoid non-conservation-for-profit grantees, and clawback and wind-down plans (including returning unspent appropriations to the U.S. Treasury and donating leftover private funds to aligned projects). The Foundation may not lobby or take part in political campaigns. Board members must recuse themselves from matters that affect their own or their family’s or business interests, and the Foundation may not support anyone with current ties to a Board member or within 5 years after a member leaves. Salaries should not exceed the maximum basic pay for level I of the Executive Schedule under section 5312 of title 5.