Board of governors

(a) Membership (1) Appointment (A) In general The Reserve shall have a board of governors consisting of 7 voting members appointed by the President, by and with the advice and consent of the Senate. (B) Chairperson and Vice-chairperson The President shall designate, by and with the advice and consent of the Senate— (i) 1 member of the Board to serve as Chairperson, for a term of 4 years; and (ii) 1 member of the Board to serve as Vice-chairperson, for a term of 4 years, and who shall serve as Chairperson in the absence or vacancy of the Chairperson. (C) Initial appointment Not later than 180 days after the date of enactment of this Act, the President shall appoint each of the 7 members of the Board. (D) Representation The President shall carry out this paragraph with due regard for a fair representation of Tribal, labor, environmental, industrial, and commercial interests. (2) Qualifications To be eligible to be appointed as a member of the Board under paragraph (1), an individual— (A) shall have significant demonstrated expertise in— (i) the business of commodities production, storage, or trade, or the financial sector as it relates to critical minerals or materials; (ii) the financing, development, or operation of projects related to the manufacturing and commercialization of critical minerals or materials; (iii) the demand for, and usage of, critical minerals or materials, including future demand or usage of critical minerals or materials for national security and economic purposes; (iv) the recycling, repurposing, or reuse of critical minerals; or (v) other experience related to the production and usage of critical minerals and materials, including expertise in sustainable and responsible production practices, in the fields of engineering, logistics, law, academia, research, or policy; and (B) may not— (i) have a direct, or closely indirect, financial interest in an entity directly involved in the commodities industry or financial sector as it relates to critical minerals or materials; or (ii) have immediate family with a direct financial interest in an entity directly described in clause (i). (3) Terms (A) In general Except as otherwise provided in this section, each member of the Board shall be appointed for a term of 14 years. (B) Initial staggered terms Of the members first appointed to the Board— (i) 1 member each shall be appointed to a term expiring in calendar year 2028, 2030, 2032, 2034, 2036, 2038, and 2040, respectively; and (ii) each term shall expire on January 31 of the applicable calendar year. (C) Vacancies Not later than 180 days after the date on which a vacancy occurs on the Board before the expiration of the term for that member, the President, by and with the advice and consent of the Senate, shall appoint a new member of the Board to fill the vacancy and serve the remainder of that term. (D) Completion of term (i) In general On expiration of a term for a Board member, the applicable Board member may continue to serve for 1 year or until a successor is appointed pursuant to this subsection, whichever is less. (ii) Chairperson and Vice-chairperson An individual who is appointed to serve a term as the Chairperson or Vice-chairperson under paragraph (1)(B) shall, after such term ends— (I) serve as the Chairperson or Vice-chairperson, respectively, until a successor is appointed pursuant to this subsection; and (II) serve as a member of the Board for the remainder of the term of such individual in accordance with this paragraph. (4) Compensation Each member of the Board shall be compensated at a rate equal to the annual rate of basic pay prescribed for level III of the Executive Schedule under section 5314 of title 5, United States Code. (5) Conflicts of interest (A) In general During the period beginning on the date on which the term of a member of the Board begins and ending on the date that is 2 years after the date on which the term of that member ends, the member may not hold any direct, or closely indirect, financial interest in, or hold any office, position, including in an advisory or consultant position, or other employment in or with, any entity receiving or pursuing financial support from the Reserve. (B) Opportunity to cure violation (i) In general If the Comptroller General of the United States finds that an individual described in subparagraph (A) is in violation of that subparagraph, that individual shall cure the applicable violation by not later than 30 days after the date on which the violation is found. (ii) Requirements to cure To cure a violation of subparagraph (A), as required by clause (i), the applicable individual shall, at a minimum— (I) renounce any pecuniary gain associated with the violation; and (II) terminate each relationship that is the subject of the violation. (C) Penalty for uncured violation (i) Removal If the Comptroller General of the United States finds that an individual described in subparagraph (A) is in violation of that subparagraph and does not cure the violation in accordance with subparagraph (B) by the date described in clause (i) of that subparagraph or, as applicable, by the date established by the Board under subparagraph (D), that individual shall be removed from the Board. (ii) Applicability of criminal liability (I) In general A member of the Board shall be considered to be an officer or employee of the Executive Branch for purposes of section 207(a) of title 18, United States Code, and shall be subject to paragraph (2) of that section. (II) Referral If the Comptroller General of the United States makes a finding described in clause (i) with respect to an individual described in that clause, the Comptroller General of the United States may refer the matter to the Attorney General. (D) Extension of cure period The Board— (i) may extend the time period provided under subparagraph (B)(i) for an individual described in subparagraph (A) to cure a violation of that subparagraph by not more than 90 days; and (ii) shall document the rationale behind any extension granted under clause (i). (6) Removal Except as provided in paragraph 5(C)(i), a member of the Board, Chairperson, and Vice-chairperson may not be removed from office except by— (A) impeachment by Congress; or (B) the action of the President for inefficiency, neglect of duty, malfeasance in office, or incapacity to perform the applicable duties described in this section. (b) Meetings (1) Open to the public; notice Except as provided in paragraph (3), all meetings of the Board shall be— (A) open to the public; and (B) preceded by reasonable public notice. (2) Frequency The Board shall meet— (A) not later than 60 days after the date on which all members of the Board are first appointed; (B) not less frequently than quarterly after the date described in subparagraph (A); and (C) at the call of— (i) the Chairperson; or (ii) 4 or more members of the Board. (3) Closed meetings The Board, by majority vote of the members, may close a meeting to the public if, during the meeting, there is likely to be disclosed proprietary or sensitive information regarding a project under consideration for assistance under this Act. (4) Minutes (A) In general Except as provided in subparagraph (B), the minutes of each meeting of the Board shall be made publicly available as soon as practicable. (B) Closed meeting minutes The minutes for a closed meeting shall be made available— (i) to the appropriate congressional committees not later than 60 days after the date of the closed meeting; and (ii) to the public not later than 3 years after the date of the closed meeting, with any necessary redactions to protect information that remains proprietary or sensitive at the time of publication. (C) Exemptions from public transparency requirements The closed meetings and minutes under this subsection shall— (i) be exempt from disclosure under— (I) section 552 of title 5, United States Code (commonly known as the Freedom of Information Act), pursuant to subsection (b)(3) of that section; and (II) any provision of State, Tribal, or local freedom of information law, open government law, open meetings law, open records law, sunshine law, or similar law requiring disclosure of information or records; and (ii) not be subject to section 552b of title 5, United States Code (commonly referred to as the Government in the Sunshine Act). (5) Quorum 5 members of the Board shall constitute a quorum. (6) Voting (A) In general Each member of the Board shall have an equal vote in all decisions of the Board. (B) Decisions Unless otherwise specified, decisions of the Board shall be made by majority vote of the members constituting a quorum. (c) Powers and duties of the Board The Board shall— (1) not later than 180 days after the date on which all members of the Board are appointed— (A) develop and approve the bylaws of the Reserve, including bylaws for the regulation of the affairs and conduct of the business of the Reserve, consistent with the purpose, goals, objectives, and policies of this Act; (B) establish dollar-value thresholds, not to exceed $2,500,000, above which transactions and loans made by the Reserve will require approval of the Board; (C) establish committees required by this Act composed solely of members of the Board, as the Board determines to be appropriate; (D) develop and approve a conflict-of-interest policy for the Board and employees of the Reserve, including— (i) establishing compensation levels for employees of the Reserve, not to exceed $150,000 initially (but which may be adjusted for inflation), above which employees of the Reserve shall be limited with regard to future employment at and compensation from entities receiving financial support from the Reserve, for a period not to exceed the date that is 2 years after the date on which employment with the Reserve ends; and (ii) establishing penalties for violations, including monetary penalties, that, for violations of the limitations described in clause (i), may be based on the higher of— (I) the current compensation of the employee; and (II) the total compensation from entities receiving financial support from the Reserve; (E) approve or disapprove internal policies that the Chairperson shall submit to the Board, including— (i) policies and procedures regarding the approval of authorized intermediaries; (ii) policies and procedures regarding the project application and approval process; (iii) policies and procedures regarding the acquisition and sale of critical minerals and materials sufficient to ensure fair access to transactions with the Reserve and effective use of capital of the Reserve; (iv) policies and procedures regarding financing, acquisition, and sale to raise global production standards for critical minerals and materials that minimize environmental damage, prevent forced labor use, and ensure a more competitive market for producers in countries with stronger standards; and (v) operational guidelines; and (F) approve or disapprove a 1-year business plan and budget for the Reserve; (2) ensure that the Reserve is operated in a manner that is consistent with this Act by— (A) monitoring and assessing the effectiveness of the Reserve in achieving the purposes of the Reserve; (B) reviewing and approving internal policies, annual business plans, annual budgets, and long-term strategies submitted by the Chairperson; (C) reviewing and approving annual reports submitted by the Chairperson; (D) engaging 1 or more external auditors; and (E) reviewing and approving all changes to the organization of the Reserve; (3) appoint and fix, by a vote of not fewer than 5 of the 7 members of the Board, and without regard to the provisions of chapter 51 and subchapter III of chapter 53 of title 5, United States Code, the compensation and adjustments to compensation of all personnel of the Reserve, subject to the condition that in appointing and fixing any compensation or adjustments to compensation under this paragraph, the Board shall— (A) consult with, and seek to maintain comparability with, other comparable Federal personnel, as the Board may determine to be appropriate; (B) consult with the Office of Personnel Management; and (C) 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 of the Reserve in determining compensation of personnel; (4) approve by a vote of not fewer than 5 of the 7 members of the Board— (A) any changes to the bylaws or internal policies of the Reserve; and (B) any equity investments and accompanying documentation made under section 206(b)(4); (5) have the authority and responsibility— (A) to oversee entering into and carrying out contracts, leases, cooperative agreements, or other transactions as are necessary to carry out this Act; (B) to approve of the acquisition, lease, pledge, exchange, and disposal of real and personal property by the Reserve and otherwise approve the exercise by the Reserve 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 the Reserve; (C) to determine the character of, and the necessity for, the obligations and expenditures of the Reserve, and the manner in which the obligations and expenditures will be incurred, allowed, and paid, subject to this Act and Federal law specifically applicable to wholly owned government corporations; (D) to execute or approve, in accordance with applicable bylaws and regulations, appropriate financial instruments; (E) to approve other forms of credit enhancement that the Reserve may provide to projects, subject to the condition that the forms of credit enhancements shall be consistent with the purposes of this Act; (F) to exercise all other lawful powers that are necessary or appropriate to carry out, and are consistent with, the purposes of the Reserve; (G) to sue or be sued in the corporate capacity of the Reserve in any court of competent jurisdiction; (H) to indemnify and hold harmless the members of the Board for any liabilities arising out of the actions of the members acting in that capacity, in accordance with, and subject to the limitations under, this Act; (I) to enter into binding commitments, as specified in approved financial assistance packages; and (J) to determine whether— (i) to obtain a lien on the assets of an entity that receives assistance under this Act; and (ii) to subordinate a lien under clause (i) to any other lien securing project obligations; and (6) establish the risk and audit committees described in section 401.