### §3702. Board of Directors of Foundation

#### (a) Establishment and membership

#### (1) In general

The Foundation shall have a governing Board of Directors (referred to in this chapter as the "Board"), which shall consist of 30 Directors appointed in accordance with subsection (b), each of whom shall be a United States citizen.

#### (2) Representation of diverse points of view

To the maximum extent practicable, the membership of the Board shall represent diverse points of view relating to conservation and management of fish, wildlife, plants, and other natural resources.

#### (3) Not Federal employees

Appointment as a Director of the Foundation shall not constitute employment by, or the holding of an office of, the United States for the purpose of any Federal law.

#### (b) Appointment and terms

#### (1) Agency heads

The Director of the United States Fish and Wildlife Service and the Under Secretary of Commerce for Oceans and Atmosphere shall be Directors of the Foundation.

#### (2) Appointment of Directors

After consulting with the Secretary of Commerce and considering the recommendations submitted by the Board, the Secretary of the Interior shall appoint 28 Directors who, to the maximum extent practicable, shall—

(A) be knowledgeable and experienced in matters relating to the conservation of fish, wildlife, or other natural resources; and

(B) represent a balance of expertise in ocean, coastal, freshwater, and terrestrial resource conservation.

#### (3) Terms

Each Director (other than a Director described in paragraph (1)) shall be appointed for a term of 6 years.

#### (4) Vacancies

#### (A) In general

The Secretary of the Interior shall fill a vacancy on the Board.

#### (B) Term of appointments to fill unexpired terms

An individual appointed to fill a vacancy that occurs before the expiration of the term of a Director shall be appointed for the remainder of the term.

#### (5) Reappointment

An individual (other than an individual described in paragraph (1)) shall not serve more than 2 consecutive terms as a Director, excluding any term of less than 6 years.

#### (6) Request for removal

The executive committee of the Board may submit to the Secretary of the Interior a letter describing the nonperformance of a Director and requesting the removal of the Director from the Board.

#### (7) Consultation before removal

Before removing any Director from the Board, the Secretary of the Interior shall consult with the Secretary of Commerce.

#### (c) Chairman

The Chairman shall be elected by the Board from its members for a two-year term.

#### (d) Quorum

A majority of the current membership of the Board shall constitute a quorum for the transaction of business.

#### (e) Meetings

The Board shall meet at the call of the Chairman at least once a year. If a Director misses three consecutive regularly scheduled meetings, that individual may be removed from the Board and that vacancy filled in accordance with subsection (b).

#### (f) Reimbursement of expenses

Members of the Board shall serve without pay, but may be reimbursed for the actual and necessary traveling and subsistence expenses incurred by them in the performance of the duties of the Foundation.

#### (g) General powers

(1) The Board may complete the organization of the Foundation by—

(A) appointing officers and employees;

(B) adopting a constitution and bylaws consistent with the purposes of the Foundation and the provisions of this chapter; and

(C) undertaking of other such acts as may be necessary to carry out the provisions of this chapter.

(2) The following limitations apply with respect to the appointment of officers and employees of the Foundation:

#### (A) In general

Officers and employees of the Foundation shall be appointed without regard to the provisions of title 5 governing appointments in the competitive service, and may be paid without regard to the provisions of chapter 51 and subchapter III of chapter 53 of such title relating to classification and General Schedule pay rates.

#### (B) Executive Director

The Foundation shall have an Executive Director who shall be—

(i) appointed by, and serve at the direction of, the Board as the chief executive officer of the Foundation; and

(ii) knowledgeable and experienced in matters relating to fish and wildlife conservation.

(Pub. L. 98–244, §3, Mar. 26, 1984, 98 Stat. 107; Pub. L. 101–593, title I, §110(b), Nov. 16, 1990, 104 Stat. 2959; Pub. L. 103–232, title I, §103(a)(1), (b), Apr. 11, 1994, 108 Stat. 336; Pub. L. 106–408, title II, §203(a), (b), Nov. 1, 2000, 114 Stat. 1777, 1778; Pub. L. 110–281, §2, July 21, 2008, 122 Stat. 2617; Pub. L. 116–188, title I, §107(a)(1), Oct. 30, 2020, 134 Stat. 917.)

#### **Editorial Notes**

#### Amendments

2020—Subsec. (b)(2). Pub. L. 116–188, §107(a)(1)(A)(i), added par. (2) and struck out former par. (2) which related to appointment of directors by the Secretary of the Interior.

Subsec. (b)(3). Pub. L. 116–188, §107(a)(1)(A)(ii), added par. (3) and struck out former par. (3) which related to terms of directors.

Subsec. (g)(2)(A). Pub. L. 116–188, §107(a)(1)(B)(i), inserted subpar. heading and struck out first sentence which read as follows: "Officers and employees may not be appointed until the Foundation has sufficient funds to pay them for their service."

Subsec. (g)(2)(B). Pub. L. 116–188, §107(a)(1)(B)(ii), added subpar. (B) and struck out former subpar. (B) which read as follows: "The first officer or employee appointed by the Board shall be the Secretary of the Board who (i) shall serve, at the direction of the Board, as its chief operating officer, and (ii) shall be knowledgeable and experienced in matters relating to fish and wildlife conservation."

2008—Subsec. (a)(1). Pub. L. 110–281 added par. (1) and struck out former par. (1). Prior to amendment, text read as follows: "The Foundation shall have a governing Board of Directors (referred to in this chapter as the 'Board'), which shall consist of 25 Directors appointed in accordance with subsection (b) of this section, each of whom shall be a United States citizen."

2000—Subsec. (a). Pub. L. 106–408, §203(a), added subsec. (a) and struck out heading and text of former subsec. (a). Text read as follows: "The Foundation shall have a governing Board of Directors (hereinafter referred to in this chapter as the 'Board'), which shall consist of 15 Directors, each of whom shall be a United States citizen and—

"(1) six of whom must be knowledgeable or experienced in fish and wildlife conservation; and

"(2) 4 of whom must be educated and experienced in the principles of fish and wildlife management.

The membership of the Board, to the extent practicable, shall represent diverse points of view relating to fish and wildlife conservation. The Director of the United States Fish and Wildlife Service shall be an ex officio nonvoting member of the Board. Appointment to the Board shall not constitute employment by, or the holding of an office of, the United States for the purposes of any Federal law."

Subsec. (b). Pub. L. 106–408, §203(b), added subsec. (b) and struck out heading and text of former subsec. (b). Text read as follows: "By December 31, 1984, the Secretary of the Interior (hereinafter referred to in this chapter as the 'Secretary') shall appoint the Directors of the Board. The Directors shall be appointed for terms of six years; except that the Secretary, in making the initial appointments to the Board, shall appoint three Directors to a term of two years, three Directors to a term of four years, and three Directors to a term of six years. A vacancy on the Board shall be filled within sixty days of said vacancy in the manner in which the original appointment was made. No individual may serve more than two consecutive terms as a Director. The Secretary of the Interior shall consult with the Under Secretary of Commerce for Oceans and Atmosphere before appointing any Director of the Board."

1994—Subsec. (a). Pub. L. 103–232, §103(b), substituted "15 Directors" for "nine Directors" in introductory provisions and "4" for "three" in par. (2).

Subsec. (b). Pub. L. 103–232, §103(a)(1), inserted at end "The Secretary of the Interior shall consult with the Under Secretary of Commerce for Oceans and Atmosphere before appointing any Director of the Board."

1990—Subsec. (g)(2)(A). Pub. L. 101–593 struck out ", except that no individual so appointed may receive pay in excess of the annual rate of basic pay in effect for grade GS–18 of the General Schedule" after "General Schedule pay rates".

#### **Statutory Notes and Related Subsidiaries**

#### Effective Date of 1994 Amendment

Pub. L. 103–232, title I, §103(a)(2), Apr. 11, 1994, 108 Stat. 336, provided that: "The amendment made by paragraph (1) [amending this section] shall apply to appointments of Directors of the Board of Directors of the National Fish and Wildlife Foundation made after the date of the enactment of this Act [Apr. 11, 1994]."

#### Initial Terms of Six New Directors

Pub. L. 103–232, title I, §103(c), Apr. 11, 1994, 108 Stat. 336, provided that: "Of the Directors on the Board of Directors of the National Fish and Wildlife Foundation first appointed pursuant to the amendment made by subsection (b)(1) [amending this section], notwithstanding the second sentence of section 3(b) of the National Fish and Wildlife Foundation Establishment Act (16 U.S.C. 3702(b))—

"(1) 2 shall be appointed to a term of 2 years;

"(2) 2 shall be appointed to a term of 4 years; and

"(3) 2 shall be appointed to a term of 6 years;

as specified by the Secretary of the Interior at the time of appointment."

#### Completion of Appointments

Pub. L. 103–232, title I, §103(d), Apr. 11, 1994, 108 Stat. 337, provided that: "The Secretary of the Interior shall appoint the additional members of the Board of Directors of the National Fish and Wildlife Foundation authorized by the amendment made by subsection (a) [(b)] [amending this section], by not later than 60 days after the date of the enactment of this Act [Apr. 11, 1994]."

#### Authority of Board Not Affected

Pub. L. 103–232, title I, §103(e), Apr. 11, 1994, 108 Stat. 337, provided that: "The authority of the Board of Directors of the National Fish and Wildlife Foundation to take any action otherwise authorized by law shall not be affected by reason of the Secretary of the Interior not having completed the appointment of Directors of the Board of Directors of the National Fish and Wildlife Foundation pursuant to the amendment made by subsection (b)(1) [amending this section]."