(a) Executive Director
There shall be in the Foundation an Executive Director, who shall—
(1) manage the Foundation; and
(2) report to, and be under the direct authority, of the Board.
(b) Board of Directors
(1) Governance
The Foundation shall be governed by a Board of Directors, which—
(A) shall perform the functions specified to be carried out by the Board under this chapter; and
(B) may prescribe, amend, and repeal bylaws, rules, regulations, and procedures governing the manner in which the business of the Foundation may be conducted and in which the powers granted to it by law may be exercised.
(2) Membership
The Board shall be composed of—
(A) the Secretary, the Administrator of the United States Agency for International Development, the Secretary of the Interior, the Chief of the United States Forest Service, and the head of one other relevant Federal department or agency, as determined by the Secretary, or the Senate-confirmed designees of such officials; and
(B) 8 other individuals, who shall be appointed by the Secretary, in consultation with the members of the Board described in subparagraph (A), the Speaker and Minority Leader of the House of Representatives, and the President Pro Tempore and Minority Leader of the Senate, of whom—
(i) 4 members shall be private-sector donors making financial contributions to the Foundation; and
(ii) 4 members shall be independent experts who, in addition to meeting the qualification requirements described in paragraph (3), represent diverse points of view and diverse geographies, to the maximum extent practicable.
(3) Qualifications
Each member of the Board appointed pursuant to paragraph (2)(B) shall be knowledgeable and experienced in matters relating to—
(A) international development;
(B) protected area management and the conservation of global biodiversity, fish and wildlife, ecosystem restoration, adaptation, and resilience; and
(C) grantmaking in support of international conservation.
(4) Political affiliation
Not more than 5 of the members appointed to the Board pursuant to paragraph (2)(B) may be affiliated with the same political party.
(5) Conflicts of interest
Any individual with business interests, financial holdings, or controlling interests in any entity that has sought support, or is receiving support, from the Foundation may not be appointed to the Board during the 5-year period immediately preceding such appointment.
(6) Chairperson
The Board shall elect, from among its members, a Chairperson, who shall serve for a 2-year term.
(7) Terms; vacancies
(A) Terms
(i) In general
The term of service of each member of the Board appointed pursuant to paragraph (2)(B) shall be not more than 5 years.
(ii) Initial appointed directors
Of the initial members of the Board appointed pursuant to paragraph (2)(B)—
(I) 4 members, including at least 2 private-sector donors making financial contributions to the Foundation, shall serve for 4 years; and
(II) 4 members shall serve for 5 years, as determined by the Chairperson of the Board.
(B) Vacancies
Any vacancy in the Board—
(i) shall be filled in the manner in which the original appointment was made; and
(ii) shall not affect the power of the remaining appointed members of the Board to execute the duties of the Board.
(8) Quorum
A majority of the current membership of the Board, including the Secretary or the Secretary's designee, shall constitute a quorum for the transaction of Foundation business.
(9) Meetings
(A) In general
The Board shall meet not less frequently than annually at the call of the Chairperson. Such meetings may be in person, virtual, or hybrid.
(B) Initial meeting
Not later than 60 days after the Board is established pursuant to section
10602(a) of this title, the Secretary of State shall convene a meeting of the ex-officio members of the Board and the appointed members of the Board to incorporate the Foundation.
(C) Removal
Any member of the Board appointed pursuant to paragraph (2)(B) who misses 3 consecutive regularly scheduled meetings may be removed by a majority vote of the Board.
(10) Reimbursement of expenses
(A) In general
Members of the Board shall serve without pay, but may be reimbursed for the actual and necessary traveling and subsistence expenses incurred in the performance of the duties of the Foundation.
(B) Limitation
Expenses incurred outside the United States may be reimbursed under this paragraph if at least 2 members of the Board concurrently incurred such expenses. Such reimbursements—
(i) shall be available exclusively for actual costs incurred by members of the Board up to the published daily per diem rate for lodging, meals, and incidentals; and
(ii) shall not include first-class, business-class, or travel in any class other than economy class or coach class.
(C) Other expenses
All other expenses, including salaries for officers and staff of the Foundation, shall be established by a majority vote of the Board, as proposed by the Executive Director on no less than an annual basis.
(11) Not Federal employees
Appointment as a member of the Board and employment by the Foundation does not constitute employment by, or the holding of an office of, the United States for purposes of any Federal law.
(12) Duties
The Board shall—
(A) establish bylaws for the Foundation in accordance with paragraph (13);
(B) provide overall direction for the activities of the Foundation and establish priority activities;
(C) carry out any other necessary activities of the Foundation;
(D) evaluate the performance of the Executive Director;
(E) take steps to limit the administrative expenses of the Foundation; and
(F) not less frequently than annually, consult and coordinate with stakeholders qualified to provide advice, assistance, and information regarding effective protected and conserved area management.
(13) Bylaws
(A) In general
The bylaws required to be established under paragraph (12)(A) shall include—
(i) the specific duties of the Executive Director;
(ii) policies and procedures for the selection of members of the Board and officers, employees, agents, and contractors of the Foundation;
(iii) policies, including ethical standards, for—
(I) the acceptance, solicitation, and disposition of donations and grants to the Foundation; and
(II) the disposition of assets of the Foundation upon the dissolution of the Foundation;
(iv) policies that subject all implementing partners, employees, fellows, trainees, and other agents of the Foundation (including ex-officio members of the Board and appointed members of the Board) to stringent ethical and conflict of interest standards;
(v) removal and exclusion procedures for implementing partners, employees, fellows, trainees, and other agents of the Foundation (including ex-officio members of the Board and appointed members of the Board) who fail to uphold the ethical and conflict of interest standards established pursuant to clause (iii);
(vi) policies for winding down the activities of the Foundation upon its dissolution, including a plan—
(I) to return unspent appropriations to the Treasury of the United States; and
(II) to donate unspent private and philanthropic contributions to projects that align with the goals and requirements described in section
10606 of this title;
(vii) policies for vetting implementing partners and grantees to ensure the Foundation does not provide grants to for profit entities whose primary objective is activities other than conservation activities; and
(viii) clawback policies and procedures to be incorporated into grant agreements to ensure compliance with the policies referred to in clause (vii).
(B) Requirements
The Board shall ensure that the bylaws of the Foundation and the activities carried out under such bylaws do not—
(i) reflect unfavorably on the ability of the Foundation to carry out activities in a fair and objective manner; or
(ii) 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.
(c) Foundation staff
Officers and employees of the Foundation—
(1) may not be employees of, or hold any office in, the United States Government;
(2) may not serve in the employ of any nongovernmental organization, project, or person related to or affiliated with any grantee of the Foundation while employed by the Foundation;
(3) may not receive compensation from any other source for work performed in carrying out the duties of the Foundation while employed by the Foundation; and
(4) should not receive a salary at a rate that is greater than the maximum rate of basic pay authorized for positions at level I of the Executive Schedule under section
5312 of title 5.
(d) Limitation and conflicts of interests
(1) Political participation
The Foundation may not—
(A) lobby for political or policy issues; or
(B) participate or intervene in any political campaign in any country.
(2) Financial interests
As determined by the Board and set forth in the bylaws established pursuant to subsection (b)(13), and consistent with best practices, any member of the Board or officer or employee of the Foundation shall be prohibited from participating, directly or indirectly, in the consideration or determination of any question before the Foundation affecting—
(A) the financial interests of such member of the Board, or officer or employee of the Foundation, not including such member's Foundation expenses and compensation; and
(B) the interests of any corporation, partnership, entity, or organization in which such member of the Board, officer, or employee has any fiduciary obligation or direct or indirect financial interest.
(3) Recusals
Any member of the Board that has a business, financial, or familial interest in an organization or community seeking support from the Foundation shall recuse himself or herself from all deliberations, meetings, and decisions concerning the consideration and decision relating to such support.
(4) Project ineligibility
The Foundation may not provide support to individuals or entities with business, financial, or familial ties to—
(A) a current member of the Board; or
(B) a former member of the Board during the 5-year period immediately following the last day of the former member's term on the Board.