---
kind: "section"
citation: "22 U.S.C. § 10603"
title: "22"
title_heading: "Foreign Relations and Intercourse"
number: "10603"
heading: "Governance of the Foundation"
release: "119-102"
url: "https://uscodex.org/usc/22/10603"
units:
  - "Chapter 113 — United States Foundation for International Conservation"
---

# §10603. Governance of the Foundation

- (a) **Executive Director—** There shall be in the [Foundation](/usc/22/10601.md?p=6) an [Executive Director](/usc/22/10601.md?p=5), who shall—
  - (1) manage the [Foundation](/usc/22/10601.md?p=6); and
  - (2) report to, and be under the direct authority, of the [Board](/usc/22/10601.md?p=2).
- (b) **Board of Directors—**
  - (1) **Governance—** The [Foundation](/usc/22/10601.md?p=6) shall be governed by a [Board](/usc/22/10601.md?p=2) of Directors, which—
    - (A) shall perform the functions specified to be carried out by the [Board](/usc/22/10601.md?p=2) 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](/usc/22/10601.md?p=6) may be conducted and in which the powers granted to it by law may be exercised.
  - (2) **Membership—** The [Board](/usc/22/10601.md?p=2) shall be composed of—
    - (A) the [Secretary](/usc/22/10601.md?p=7), the [Administrator](/usc/22/277d–43.md?p=1) of the United States Agency for International Development, the [Secretary](/usc/22/10601.md?p=7) 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](/usc/22/10601.md?p=7), or the Senate-confirmed designees of such officials; and
    - (B) 8 other individuals, who shall be appointed by the [Secretary](/usc/22/10601.md?p=7), in consultation with the members of the [Board](/usc/22/10601.md?p=2) described in [subparagraph (A)](#b-2-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](/usc/22/10601.md?p=6); and
      - (ii) 4 members shall be independent experts who, in addition to meeting the qualification requirements described in [paragraph (3)](#b-3), represent diverse points of view and diverse geographies, to the maximum extent practicable.
  - (3) **Qualifications—** Each member of the [Board](/usc/22/10601.md?p=2) appointed pursuant to [paragraph (2)(B)](#b-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](/usc/22/7432.md?p=12) of international conservation.
  - (4) **Political affiliation—** Not more than 5 of the members appointed to the [Board](/usc/22/10601.md?p=2) pursuant to [paragraph (2)(B)](#b-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](/usc/22/7432.md?p=12), or is receiving [support](/usc/22/7432.md?p=12), from the [Foundation](/usc/22/10601.md?p=6) may not be appointed to the [Board](/usc/22/10601.md?p=2) during the 5-year period immediately preceding such appointment.
  - (6) **Chairperson—** The [Board](/usc/22/10601.md?p=2) 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](/usc/22/10601.md?p=2) appointed pursuant to [paragraph (2)(B)](#b-2-B) shall be not more than 5 years.
      - (ii) **Initial appointed directors—** Of the initial members of the [Board](/usc/22/10601.md?p=2) appointed pursuant to [paragraph (2)(B)](#b-2-B)—
        - (I) 4 members, including at least 2 private-sector donors making financial contributions to the [Foundation](/usc/22/10601.md?p=6), shall serve for 4 years; and
        - (II) 4 members shall serve for 5 years, as determined by the Chairperson of the [Board](/usc/22/10601.md?p=2).
    - (B) **Vacancies—** Any vacancy in the [Board](/usc/22/10601.md?p=2)—
      - (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](/usc/22/10601.md?p=2) to execute the duties of the [Board](/usc/22/10601.md?p=2).
  - (8) **Quorum—** A majority of the current membership of the [Board](/usc/22/10601.md?p=2), including the [Secretary](/usc/22/10601.md?p=7) or the [Secretary](/usc/22/10601.md?p=7)’s designee, shall constitute a quorum for the transaction of [Foundation](/usc/22/10601.md?p=6) business.
  - (9) **Meetings—**
    - (A) **In general—** The [Board](/usc/22/10601.md?p=2) 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](/usc/22/10601.md?p=2) is established pursuant to [section 10602(a) of this title](/usc/22/10602.md?p=a), the Secretary of State shall convene a meeting of the ex-officio members of the [Board](/usc/22/10601.md?p=2) and the appointed members of the [Board](/usc/22/10601.md?p=2) to incorporate the [Foundation](/usc/22/10601.md?p=6).
    - (C) **Removal—** Any member of the [Board](/usc/22/10601.md?p=2) appointed pursuant to [paragraph (2)(B)](#b-2-B) who misses 3 consecutive regularly scheduled meetings may be removed by a majority vote of the [Board](/usc/22/10601.md?p=2).
  - (10) **Reimbursement of expenses—**
    - (A) **In general—** Members of the [Board](/usc/22/10601.md?p=2) 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](/usc/22/10601.md?p=6).
    - (B) **Limitation—** Expenses incurred outside the United States may be reimbursed under this paragraph if at least 2 members of the [Board](/usc/22/10601.md?p=2) concurrently incurred such expenses. Such reimbursements—
      - (i) shall be available exclusively for actual costs incurred by members of the [Board](/usc/22/10601.md?p=2) 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](/usc/22/10601.md?p=6), shall be established by a majority vote of the [Board](/usc/22/10601.md?p=2), as proposed by the [Executive Director](/usc/22/10601.md?p=5) on no less than an annual basis.
  - (11) **Not Federal employees—** Appointment as a member of the [Board](/usc/22/10601.md?p=2) and employment by the [Foundation](/usc/22/10601.md?p=6) 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](/usc/22/10601.md?p=2) shall—
    - (A) establish bylaws for the [Foundation](/usc/22/10601.md?p=6) in accordance with [paragraph (13)](#b-13);
    - (B) provide overall direction for the activities of the [Foundation](/usc/22/10601.md?p=6) and establish priority activities;
    - (C) carry out any other necessary activities of the [Foundation](/usc/22/10601.md?p=6);
    - (D) evaluate the performance of the [Executive Director](/usc/22/10601.md?p=5);
    - (E) take steps to limit the administrative expenses of the [Foundation](/usc/22/10601.md?p=6); and
    - (F) not less frequently than annually, consult and coordinate with [stakeholders](/usc/22/2152j–4.md?p=3) 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)](#b-12-A) shall include—
      - (i) the specific duties of the [Executive Director](/usc/22/10601.md?p=5);
      - (ii) policies and procedures for the selection of members of the [Board](/usc/22/10601.md?p=2) and officers, employees, agents, and contractors of the [Foundation](/usc/22/10601.md?p=6);
      - (iii) policies, including ethical standards, for—
        - (I) the acceptance, solicitation, and disposition of donations and grants to the [Foundation](/usc/22/10601.md?p=6); and
        - (II) the disposition of assets of the [Foundation](/usc/22/10601.md?p=6) upon the dissolution of the [Foundation](/usc/22/10601.md?p=6);
      - (iv) policies that subject all implementing partners, employees, fellows, trainees, and other agents of the [Foundation](/usc/22/10601.md?p=6) (including ex-officio members of the [Board](/usc/22/10601.md?p=2) and appointed members of the [Board](/usc/22/10601.md?p=2)) 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](/usc/22/10601.md?p=6) (including ex-officio members of the [Board](/usc/22/10601.md?p=2) and appointed members of the [Board](/usc/22/10601.md?p=2)) who fail to uphold the ethical and conflict of interest standards established pursuant to [clause (iii)](#b-13-A-iii);
      - (vi) policies for winding down the activities of the [Foundation](/usc/22/10601.md?p=6) 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](/usc/22/10606.md);
      - (vii) policies for vetting implementing partners and grantees to ensure the [Foundation](/usc/22/10601.md?p=6) 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-13-A-vii).
    - (B) **Requirements—** The [Board](/usc/22/10601.md?p=2) shall ensure that the bylaws of the [Foundation](/usc/22/10601.md?p=6) and the activities carried out under such bylaws do not—
      - (i) reflect unfavorably on the ability of the [Foundation](/usc/22/10601.md?p=6) 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](/usc/22/10601.md?p=6)—
  - (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](/usc/22/10601.md?p=6) while employed by the [Foundation](/usc/22/10601.md?p=6);
  - (3) may not receive compensation from any other source for work performed in carrying out the duties of the [Foundation](/usc/22/10601.md?p=6) while employed by the [Foundation](/usc/22/10601.md?p=6); 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](/usc/5/5312.md).
- (d) **Limitation and conflicts of interests—**
  - (1) **Political participation—** The [Foundation](/usc/22/10601.md?p=6) 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](/usc/22/10601.md?p=2) and set forth in the bylaws established pursuant to [subsection (b)(13)](#b-13), and consistent with best practices, any member of the [Board](/usc/22/10601.md?p=2) or officer or employee of the [Foundation](/usc/22/10601.md?p=6) shall be prohibited from participating, directly or indirectly, in the consideration or determination of any question before the [Foundation](/usc/22/10601.md?p=6) affecting—
    - (A) the financial interests of such member of the [Board](/usc/22/10601.md?p=2), or officer or employee of the [Foundation](/usc/22/10601.md?p=6), not including such member’s [Foundation](/usc/22/10601.md?p=6) expenses and compensation; and
    - (B) the interests of any corporation, partnership, entity, or organization in which such member of the [Board](/usc/22/10601.md?p=2), officer, or employee has any fiduciary obligation or direct or indirect financial interest.
  - (3) **Recusals—** Any member of the [Board](/usc/22/10601.md?p=2) that has a business, financial, or familial interest in an organization or community seeking [support](/usc/22/7432.md?p=12) from the [Foundation](/usc/22/10601.md?p=6) shall recuse himself or herself from all deliberations, meetings, and decisions concerning the consideration and decision relating to such [support](/usc/22/7432.md?p=12).
  - (4) **Project ineligibility—** The [Foundation](/usc/22/10601.md?p=6) may not provide [support](/usc/22/7432.md?p=12) to individuals or entities with business, financial, or familial ties to—
    - (A) a current member of the [Board](/usc/22/10601.md?p=2); or
    - (B) a former member of the [Board](/usc/22/10601.md?p=2) during the 5-year period immediately following the last day of the former member’s term on the [Board](/usc/22/10601.md?p=2).

## Source credit

(Pub. L. 118–159, div. E, title LI, § 5103, Dec. 23, 2024, 138 Stat. 2412.)

## Notes

### Editorial Notes

### References in Text

This chapter, referred to in subsec. (b)(1)(A), was in the original “this title” and was translated as reading “this subtitle”, meaning subtitle A (§§ 5101–5109) of title LI of div. E of Pub. L. 118–159, Dec. 23, 2024, 138 Stat. 2410, known as the United States Foundation for International Conservation Act of 2024, which is classified generally to this chapter.