Governance of the Foundation

(a) Board of Directors (1) Governance The Foundation shall be governed by a voting Board of Directors (referred to in this section as the Board) that— (A) shall not exceed 15 members; and (B) may consult with a nonvoting Board of Advisors when making decisions related to the Foundation’s work. (2) Qualifications Individuals appointed to the Board shall include individuals who are knowledgeable and experienced in matters relating to— (A) agricultural production, livestock, land management, or forestry; (B) agricultural economics, business development, technology deployment, market access, agribusinesses (including food companies), market access, supply chains, infrastructure, or commodities groups; (C) international finance and multilateral governance; (D) outcome-based and impact funding concepts, including the role of impact evaluations and data collection, to measure the progress of ventures, and innovative grantee or investee selection and funding structures; (E) agricultural research and development; or (F) national security. (3) Limitation on political affiliation The Directors of the Board shall include members of both major political parties in a relatively equal number. (4) Chairperson A quorum of the voting Directors of the Board shall elect a Chairperson, who shall serve in such position for a 4-year term. (5) Voting All voting Directors of the Board shall have equal voting rights. (6) Terms; vacancies (A) Terms The term of service of each Director may not exceed 5 years and is renewable for not more than 1 additional 5-year term. (B) Vacancies Any vacancy in the membership of the appointed Directors of the Board— (i) shall be filled in accordance with the bylaws of the Foundation; (ii) does not affect the power of the remaining appointed Directors to execute the duties of the Board; and (iii) shall be filled by an individual selected in accordance with the bylaws of the Board. (7) Quorum A majority of the current membership of the Board shall constitute a quorum for the transaction of Foundation business. (8) Meetings (A) In general The Board shall meet not less frequently than twice per year. (B) Authority The Board shall maintain full control and decision-making authority of the Foundation. (C) Removal Any Director may be removed from the Board if— (i) the Director is absent from 2 consecutive regularly scheduled meetings without reasonable cause; or (ii) the Board, by a majority vote of the other Board members, determines that such Director should be removed from the Board. (9) Reimbursement of expenses 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. (10) Not Federal employees 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. (11) Duties The Board shall— (A) establish bylaws for the Foundation; (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) hire and evaluate the performance of the Executive Director of the Foundation; and (E) take steps to limit the Foundation’s administrative expenses to the extent practicable and in accordance with industry standards. (12) Bylaws The bylaws of the Foundation shall require the Board to establish— (A) policies for the selection of Directors of the Board, Members of the Board of Advisors, and officers, employees, agents, and contractors of the Foundation; (B) policies, including ethical standards, for— (i) the acceptance, solicitation, and disposition of donations and grants to the Foundation; and (ii) the use and disposition of the assets of the Foundation; (C) 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 prevailing conflict of interest standards for the industry; (D) the specific duties of the Executive Director of the Foundation; (E) policies for winding down the activities of the Foundation upon termination, including a plan— (i) to return unobligated appropriations to the Department of the Treasury; and (ii) to donate unspent private and philanthropic contributions to projects that align with the goals and requirements described in this Act; and (F) specific policies and requirements governing project criteria, measurable outcomes, impact evaluations, and country eligibility requirements. (b) Board of Advisors composition (1) In general The nonvoting Board of Advisors may be composed of, at a minimum— (A) members of the executive branch of the Federal Government from departments and agencies with expertise that would benefit the Foundation; (B) the Secretary of State, or the Secretary's designee; (C) the Chief Executive Officer of the United States International Development Finance Corporation, or his or her designee; and (D) 2 deans or other designated faculty members of United States land-grant colleges or universities that have an international agriculture program. (2) Duties The Board of Advisors shall provide advice and consultation to the Board in accordance with the bylaws of the Foundation. (3) Removal The Board of Directors may remove an Advisor from the Board of Advisors by majority vote. (c) Procedures (1) Initial meeting The Board shall hold its initial meeting not later than 120 days after the date of the enactment of this Act. (2) Organizing principles; appointment of executive director The Directors of the Board shall name an Executive Director of the Foundation not later than 120 days after the date of the initial meeting of the Board. (d) Executive Director; staff (1) Executive director The Board shall hire a qualified individual to serve, at the pleasure of the Board, as the Executive Director of the Foundation. (2) Foundation staff Officers and employees of the Foundation— (A) may not be employees of, or hold any office in, the United States Government; (B) shall be appointed without regard to the provisions of— (i) title 5, United States Code, governing appointments in the competitive service; and (ii) chapter 51 and subchapter III of chapter 53 of such title, relating to classification and General Schedule pay rates; and (C) shall receive a salary that is commensurate with the salaries of similar positions in similar foundations. (e) Limitation; conflicts of interests (1) Political participation The Foundation may not participate or intervene in any political activities on behalf of any candidate for public office in any country. (2) Financial interests All Directors of the Board, Advisors, officers, and employees of the Foundation are subject to industry standard conflicts of interest protocols set forth in the Foundation bylaws.