I

106TH CONGRESS

1ST SESSION H. R. 2332

To authorize the United States to enter into an executive agreement with

Canada relating to the establishment and operation of a binational corporation to operate, maintain, and improve facilities on the Saint Lawrence Seaway, and for other purposes.

IN THE HOUSE OF REPRESENTATIVES

JUNE 23, 1999

Mr. OBERSTAR introduced the following bill; which was referred to the Committee on Transportation and Infrastructure, and in addition to the Committee on International Relations, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions

as fall within the jurisdiction of the committee concerned

A BILL

To authorize the United States to enter into an executive

agreement with Canada relating to the establishment

and operation of a binational corporation to operate,

maintain, and improve facilities on the Saint Lawrence

Seaway, and for other purposes.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,

3 SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

4 (a) SHORT TITLE.—This Act may be cited as the

5 ‘‘Binational Great Lakes-Seaway Enhancement Act of

6 1999’’.
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1 (b) TABLE OF CONTENTS.—

Sec. 1. Short title; table of contents.

Sec. 2. Findings and purposes.

Sec. 3. Definitions.

Sec. 4. Executive agreement.

TITLE I—SAINT LAWRENCE SEAWAY CORPORATION

Sec. 101. Functions of Corporation.

Sec. 102. Board of directors.

Sec. 103. Director General.

Sec. 104. Employment system and practices.

Sec. 105. SLSDC employees.

Sec. 106. Conflicts of interest.

Sec. 107. Acquisition of property by Secretary.

Sec. 108. Corporate powers.

Sec. 109. Ownership of assets.

Sec. 110. Transfer of rights, liabilities, and obligations.

Sec. 111. Continuation of regulations and agreement.

Sec. 112. Transfer of unexpended balances of appropriations.

Sec. 113. Audits and reports.

Sec. 114. Repeal of Saint Lawrence Seaway Act.

Sec. 115. Authorization of appropriations.

TITLE II—GREAT LAKES DEVELOPMENT BANK

Sec. 201. Establishment and status of Bank.

Sec. 202. Functions of Bank.

Sec. 203. Operational principles.

Sec. 204. Board of directors.

Sec. 205. Managing director.

Sec. 206. Forms of assistance.

Sec. 207. Eligible projects.

Sec. 208. Conditions on assistance.

Sec. 209. Bank requirements.

Sec. 210. Bank corporate powers.

Sec. 211. Bank membership.

Sec. 212. United States participation.

Sec. 213. Limitations on United States liability.

Sec. 214. Federal Reserve banks as depositories.

Sec. 215. Reports on bank securities.

Sec. 216. Jurisdiction and venue of civil actions by or against bank.

Sec. 217. Audits and reports.

Sec. 218. Authorization of appropriations.

2 SEC. 2. FINDINGS AND PURPOSES.

3 (a) FINDINGS.—Congress makes the following find4 ings:

5 (1) The Saint Lawrence Seaway is an impor6 tant transportation route linking the industrial
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1 heartland of the United States with the rest of the

2 world.

3 (2) More than 20 percent of our Nation’s out4 put is produced in the Great Lakes-Saint Lawrence

5 Seaway basin and about 15 percent of our exports

6 originates from that region.

7 (3) About 10 percent of the United States population and about 1 8 ⁄4 of Canada’s population live in

9 the Great Lakes basin and the livelihood of many of

10 these people would be improved by modernization of

11 the Seaway.

12 (4) The Seaway, as a transportation corridor, is

13 constrained by its limited physical dimensions, cur14 rently capable of accommodating only about 30 per15 cent of the world’s ocean fleet.

16 (5) Costs to users of the Seaway can be reduced

17 by eliminating duplicative operations by the United

18 States and Canada.

19 (6) Although the financial markets are efficient

20 and capable of meeting the financing needs of large

21 borrowers, small public and private entities often en22 counter difficulties in obtaining credit on reasonable

23 terms to finance their investment projects.

24 (7) Small maritime commerce-related enter25 prises in the Great Lakes and Seaway region, such
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1 as ports, warehouses, and terminals, have potential

2 investment projects that could benefit from an addi3 tional credit facility that provides innovative invest4 ment financing and with a special focus on the

5 Great Lakes and the Seaway.

6 (8) High-risk ventures, such as cargo liner serv7 ice and passenger cruise service, are beginning or

8 under consideration for the Great Lakes. Their fea9 sibility or viability would be improved with credit or

10 other financing assistance available only outside reg11 ular commercial channels.

12 (b) PURPOSES.—The purposes of this Act are as fol13 lows:

14 (1) To authorize establishment and operation of

15 a binational Saint Lawrence Seaway Corporation

16 that coordinates and streamlines operation of the

17 Seaway for the purposes of reducing operating costs

18 and costs to users and for making the Seaway more

19 competitive as a transportation route.

20 (2) To transfer operations and employees of the

21 Saint Lawrence Seaway Development Corporation to

22 the binational corporation.

23 (3) To establish a procedure to assist the bina24 tional corporation in achieving long-term financial

25 self-sufficiency.
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1 (4) To establish a legislative procedure for ap2 proving an executive agreement entered into under

3 section 4 to carry out the purposes of paragraphs

4 (1), (2), and (3).

5 (5) To authorize establishment and operation of

6 a binational Great Lakes Development Bank that

7 provides increased financing flexibility for maritime

8 commerce-related infrastructure investment on the

9 Great Lakes and the Seaway and for establishing

10 freight or passenger liner service between ports on

11 the Great Lakes and the Seaway and ports in other

12 countries.

13 (6) To establish a structure of membership for

14 the Bank, including certain financial responsibilities

15 of Bank members.

16 (7) To authorize participation by the United

17 States in the Bank and to specify limitations on

18 such participation.

19 SEC. 3. DEFINITIONS.

20 In this Act, the following definitions apply:

21 (1) BANK.—The term ‘‘Bank’’ means the Great

22 Lakes Development Bank to be established under

23 this Act.

24 (2) BANK BOARD.—The term ‘‘Bank Board’’

25 means the board of directors of the Bank.
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1 (3) CHAIRMAN.—The term ‘‘Chairman’’ means

2 the Chairman of the Corporate Board.

3 (4) COMPETITIVE SERVICE.—The term ‘‘com4 petitive service’’ has the meaning such term has

5 under section 2102 of title 5, United States Code.

6 (5) CORPORATE BOARD.—The term ‘‘Corporate

7 Board’’ means the board of directors of the Corpora8 tion.

9 (6) CORPORATION.—The term ‘‘Corporation’’

10 means the Saint Lawrence Seaway Corporation to be

11 established under this Act.

12 (7) DATE OF AGREEMENT.—The term ‘‘date of

13 agreement’’ means the date on which the executive

14 agreement authorized by section 4 of this Act is

15 signed by the representatives of the United States

16 and Canada.

17 (8) DATE OF ESTABLISHMENT OF THE BANK.—

18 The term ‘‘date of establishment of the Bank’’

19 means the date the last member of the initial Bank

20 Board is appointed.

21 (9) DATE OF ESTABLISHMENT OF THE COR22 PORATION.—The term ‘‘date of establishment’’

23 means the date the last initial member of the Cor24 porate Board is appointed.
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1 (10) DATE OF OPERATION.—The term ‘‘date of

2 operation’’ means the first January 15th following

3 the date of appointment of the initial Director Gen4 eral.

5 (11) DIRECTOR GENERAL.—The term ‘‘Director

6 General’’ means the Director General of the Cor7 poration.

8 (12) FIXED ASSETS.—The term ‘‘fixed assets’’

9 means buildings, vessel traffic control centers, and

10 locks and major appurtenant facilities, including any

11 gatelifters, tugboats, and buoy tenders.

12 (13) GREAT LAKES.—The term ‘‘Great Lakes’’

13 means Lake Ontario, Lake Erie, Lake Huron (in14 cluding Lake St. Clair), Lake Michigan, and Lake

15 Superior and the following connecting channels: the

16 Detroit River, the St. Clair River, and the St. Marys

17 River.

18 (14) GREAT LAKES PROVINCES.—The term

19 ‘‘Great Lakes Provinces’’ means the Canadian Prov20 inces of Ontario and Quebec.

21 (15) GREAT LAKES STATES.—The term ‘‘Great

22 Lakes States’’ means the States of Illinois, Indiana,

23 Michigan, Minnesota, New York, Ohio, Pennsyl24 vania, and Wisconsin.
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1 (16) MANAGING DIRECTOR.—The term ‘‘Man2 aging Director’’ means the Managing Director of the

3 Bank.

4 (17) SECRETARY.—The term ‘‘Secretary’’

5 means the Secretary of Transportation.

6 (18) SLSDC.—The term ‘‘SLSDC’’ means the

7 Saint Lawrence Seaway Development Corporation.

8 (19) SLSDC EMPLOYEES.—The term ‘‘SLSDC

9 employees’’ means all permanent SLSDC personnel

10 employed on the day before the date of operation.

11 (20) SAINT LAWRENCE SEAWAY.—The term

12 ‘‘Saint Lawrence Seaway’’ means the deep-draft wa13 terway between the port of Montreal and Lake On14 tario and the deep-draft waterway known as the

15 Welland Canal and includes all locks, canals, and

16 connecting and contiguous waters that are part of

17 the deep-draft waterway and all other canals and

18 works, wherever located, the management, adminis19 tration, and control of which are under the Saint

20 Lawrence Seaway Development Corporation or the

21 Saint Lawrence Seaway Management Corporation of

22 Canada on the day before the date of operation.

23 (21) TRANSFER.—The term ‘‘transfer’’, as used

24 with respect to SLSDC employees, means the trans-
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1 fer and retention of such employees by the Corpora2 tion.

3 SEC. 4. EXECUTIVE AGREEMENT.

4 (a) IN GENERAL.—The President is authorized to

5 enter into an executive agreement on behalf of the United

6 States with Canada—

7 (1) to establish and operate a binational cor8 poration to be known as the ‘‘Saint Lawrence Sea9 way Corporation’’ for the purposes of operating,

10 maintaining, and improving the assets of the United

11 States and Canada on the Saint Lawrence Seaway,

12 facilitating safe navigation on the Seaway, and pro13 moting domestic and international trade involving

14 the Great Lakes States and Great Lakes Provinces;

15 and

16 (2) to establish a binational credit facility to be

17 known as the ‘‘Great Lakes Development Bank’’ for

18 the purposes of providing loans and other assistance

19 and technical and management assistance to the

20 Seaway and public and private entities that are in21 volved in maritime commerce in the Great Lakes

22 and Seaway region and facilitating maritime com23 merce-related investment on the Seaway and in such

24 region.
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1 The executive agreement shall include, at a minimum,

2 such terms and conditions as are necessary to ensure com3 pliance with this Act on a continuing basis.

4 (b) GUIDING PRINCIPLES.—In negotiating the execu5 tive agreement under this section, the United States shall

6 be guided by the following principles:

7 (1) Improvement of operational coordination

8 among assets of the United States and Canada on

9 the Seaway.

10 (2) Assurance of navigational safety on, and

11 operational reliability of, the Seaway.

12 (3) Establishment of clear and mutually advan13 tageous rules governing the combination of Seaway

14 assets and employees of the United States and Can15 ada.

16 (4) Protection of the rights of current Seaway

17 employees of the United States and Canada.

18 (5) Enhancement of the competitiveness of the

19 Seaway as a transportation route for world trade.

20 (6) Development of vessel and cargo traffic

21 through the Seaway and expansion of world trade

22 involving the Great Lakes States and Great Lakes

23 Provinces.
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1 (7) Creation of new business and employment

2 opportunities in, and improvement of living stand3 ards for, such States and Provinces.

4 (8) Facilitation of infrastructure investment in

5 the Great Lakes and Seaway region.

6 (9) Protection of the sovereign interests of the

7 United States and Canada.

8 (10) Assurance of equity between the United

9 States and Canada with respect to their authorities

10 over, and responsibilities for, establishment and op11 eration of the Corporation.

12 (11) Protection of the aquatic and riparian en13 vironment of the Seaway and the Great Lakes.

14 (12) Assurance of equity between the United

15 States and Canada in their respective contributions

16 toward the establishment and operations of the Cor17 poration and the Bank.

18 (13) Assurance of equity between the United

19 States and Canada in their respective opportunities

20 of obtaining loans and other assistance from the

21 Bank.

22 (14) Improvement of the general welfare of the

23 Great Lakes States and Great Lake Provinces.

24 (c) AGREEMENT NEGOTIATION AND SUBMITTAL TO

25 PRESIDENT.—The agreement under this section shall be
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1 negotiated by the Secretary of State, with the technical

2 assistance and concurrence of the Secretary, and shall be

3 submitted to the President jointly by the Secretary of

4 State and the Secretary, together with the views and rec5 ommendations of the Secretary of State and the Secretary.

6 (d) ANALYSIS BY SECRETARY.—The Secretary shall

7 analyze the agreement negotiated under this section and

8 the principles set forth in subsection (b) to determine if

9 the agreement is consistent with such principles and sub10 stantially complies with the requirements of this Act. Not

11 later than 30 days after the date of agreement, the Sec12 retary shall submit to the President a report on the results

13 of such analysis.

14 (e) CERTIFICATION AND APPROVAL BY PRESI15 DENT.—The President shall determine and certify that

16 the terms of the agreement are consistent with the prin17 ciples set forth in subsection (b) and substantially comply

18 with the requirements of this Act.

19 (f) CONGRESSIONAL REVIEW PROCEDURE.—

20 (1) SUBMISSION TO CONGRESS.—Before the

21 President may exchange notes with the Government

22 of Canada under subsection (g), the President shall

23 submit to each House of Congress a report

24 containing—
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1 (A) a copy of the agreement negotiated

2 under this section;

3 (B) the certification of the President under

4 subsection (e); and

5 (C) the analysis of the Secretary under

6 subsection (d).

7 (2) LIMITATION ON EFFECTIVE DATE.—The

8 agreement may only take effect after—

9 (A) the date occurring 60 legislative days

10 after the date on which Congress receives the

11 agreement; or

12 (B) in any case in which Congress passes

13 a joint resolution of disapproval relating to the

14 agreement under such an expedited procedure

15 as Congress may provide and the President

16 signs a veto of such resolution, the earlier

17 date—

18 (i) on which either House of Congress

19 votes and fails to override the veto of the

20 President; or

21 (ii) occurring 30 legislative days after

22 the date on which Congress received the

23 veto and objections of the President.

24 (g) CONDITIONS FOR ENTRY INTO FORCE OF

25 AGREEMENT.—The President shall exchange notes with
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1 the Government of Canada providing for the entry into

2 force of the agreement with respect to Canada at such

3 time before the appointment by the President of any mem4 ber to the Corporate Board as—

5 (1) the President—

6 (A) determines that Canada has imple7 mented the statutory changes necessary to

8 bring Canada into compliance with its obliga9 tions under the agreement, and

10 (B) transmits a report to the House of

11 Representatives and the Senate setting forth

12 the determination under subparagraph (A); and

13 (2) Canada exchanges notes with the United

14 States providing for the entry into force of the

15 agreement.

16 TITLE I—SAINT LAWRENCE

17 SEAWAY CORPORATION

18 SEC. 101. FUNCTIONS OF CORPORATION.

19 The Corporation shall be responsible for the fol20 lowing:

21 (1) Operating, maintaining, and improving the

22 assets of the United States and Canada on the Saint

23 Lawrence Seaway.

24 (2) Ensuring safe navigation in, and reliable

25 operation of, the Seaway.
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1 (3) Providing a high quality of service to users

2 of, and visitors to, the Seaway.

3 (4) Promoting domestic and international trade

4 involving the Great Lakes States and Great Lakes

5 Provinces.

6 (5) Facilitating agencies with primary responsi7 bility for enforcing marine safety and environmental

8 protection regulations of the United States, Canada,

9 the Great Lakes States, and the Great Lakes Prov10 inces in enforcing such regulations and any addi11 tional regulations for the protection of safety and

12 the environment in the Seaway that are issued by

13 the Corporation and are consistent such marine

14 safety and environmental protection regulations.

15 (6) Ensuring the orderly transfer to the Cor16 poration of—

17 (A) responsibilities for assets of the United

18 States and Canada on the Seaway; and

19 (B) employees from the SLSDC and the

20 Saint Lawrence Seaway Authority of Canada.

21 (7) Developing a long-term plan for operating,

22 maintaining, and improving Seaway assets and for

23 financing such operation, maintenance, and improve24 ments on a self-sustaining basis.
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1 SEC. 102. BOARD OF DIRECTORS.

2 (a) IN GENERAL.—The Corporation shall have a

3 board of directors which shall be composed of 12 members

4 as follows:

5 (1) The Secretary or, if the Secretary so des6 ignates, the Deputy Secretary of Transportation or

7 the Assistant Secretary of Transportation who has

8 responsibility for international affairs.

9 (2) 5 members appointed by the President, by

10 and with the advice and consent of the Senate—

11 (A) 1 of whom shall be an official of a

12 Great Lakes State;

13 (B) 1 of whom shall be an official of a po14 litical subdivision of a Great Lakes State; and

15 (C) 3 of whom may not be an officer or

16 employee of the United States or a State.

17 (3) 6 members appointed or otherwise des18 ignated by the Government of Canada.

19 (b) CHAIRMAN.—The members of the Corporate

20 Board shall elect the Chairman from among such mem21 bers. No person may serve as Chairman for a period of

22 more than 2 years.

23 (c) RULES FOR APPOINTMENTS.—

24 (1) CITIZENSHIP AND BACKGROUND REQUIRE25 MENTS.—Members of the Corporate Board ap26 pointed under subsection (a)(2) shall be citizens of
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1 the United States and shall have substantial back2 ground and achievement in maritime commerce or

3 corporate management and finance or both.

4 (2) CONSULTATION REQUIREMENT.—In making

5 appointments to the Corporate Board under sub6 section (a)(2)(C), the President shall consult with

7 representatives from the maritime community of the

8 Great Lakes States and other persons affected by

9 operation of the Seaway.

10 (3) DIVERSIFICATION OF APPOINTEES.—In

11 making appointments to the Corporate Board under

12 subsection (a)(2)(C), the President shall select per13 sons to serve on the Corporate Board who represent

14 a diversity of interests of the Great Lakes States.

15 (d) DUTIES.—The Corporate Board shall—

16 (1) establish an organizational structure for the

17 Corporation;

18 (2) establish management and operational poli19 cies of the Corporation, including policies to ensure

20 that members of the Corporate Board and officers of

21 the Corporation make decisions relating to their re22 sponsibilities under this Act on the basis of business

23 and financial principles and not political consider24 ations;
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1 (3) appoint, fix the compensation of, and estab2 lish the authority and duties of, the Director Gen3 eral;

4 (4) establish an employment system for the

5 Corporation;

6 (5) adopt, in an open process that affords an

7 opportunity for participation by interested persons

8 and governmental entities, such rules and regula9 tions as may be necessary or appropriate to conduct

10 business of the Corporation;

11 (6) ensure that the functions of the Corporation

12 described in section 101 are carried out;

13 (7) develop and ensure compliance with a code

14 of ethics for the Corporation and its officers and em15 ployees;

16 (8) prepare and transmit to the President, Con17 gress, and the Government of Canada an annual

18 business-type budget program that—

19 (A) lays out the Corporation’s plan of op20 eration;

21 (B) contains estimates of the financial con22 dition and operations of the Corporation for the

23 current and following fiscal years and the finan24 cial condition and results of such operations in

25 the preceding fiscal year;
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1 (C) contains statements of the financial

2 condition, income and expense, and sources and

3 use of money, an analysis of surplus or deficit,

4 and additional statements and information to

5 make known the financial condition and oper6 ations of the Corporation, including estimates

7 of operations by major activities, administrative

8 expenses, borrowings, and expenditure needed

9 to make capital improvements; and

10 (D) provides for emergencies and other

11 contingencies so that the Corporation may carry

12 out its responsibilities;

13 (9) prepare and transmit to the President, Con14 gress, and the Government of Canada an annual

15 management report which includes—

16 (A) a statement of financial position;

17 (B) a statement of operations relating to

18 the long-term plan prepared under paragraph

19 (10);

20 (C) a statement of cash flows;

21 (D) a reconciliation to the budget program

22 of the Corporation, if applicable;

23 (E) a statement on the internal accounting

24 and administrative control systems being imple25 mented by the Director General;
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1 (F) the report resulting from the annual

2 audit of the financial statements of the Cor3 poration conducted by independent public ac4 countants under section 114(a); and

5 (G) any other comments and information

6 necessary to inform the President, Congress,

7 and the Government of Canada about the oper8 ations and financial condition of the Corpora9 tion;

10 (10) prepare and, not later than the last day of

11 the 5-year period beginning on the date of establish12 ment of the Corporation, transmit to the President,

13 Congress, and the Government of Canada a long14 term plan for operating and improving the assets on

15 the Saint Lawrence Seaway and for financing such

16 operation, maintenance, and improvements on a self17 sustaining basis;

18 (11) prepare and, not later than the last day of

19 such 5-year period, transmit to the President, Con20 gress, and the Government of Canada a report on all

21 actions by agencies of the United States Government

22 and the Government of Canada which affect the safe

23 and cost-effective operation of vessels through the

24 Seaway, including recommendations for assuming
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1 operation of activities of such agencies by the Cor2 poration; and

3 (12) conduct, or contract with an outside pro4 vider to conduct, a study to determine the feasibility

5 of various options of improving the locks and other

6 navigational facilities on the Seaway.

7 (e) TERM OF OFFICE.—

8 (1) IN GENERAL.—Except as provided in para9 graphs (2) and (3), each member appointed to the

10 Corporate Board by the President or the Govern11 ment of Canada shall serve for a term of 5 years.

12 No person may serve on the Corporate Board for a

13 period of more than 10 years.

14 (2) TERMS OF INITIAL APPOINTEES.—As des15 ignated by the President at the time of appointment,

16 of the members initially appointed under subsection

17 (a)(2)—

18 (A) 1 shall be appointed for a term of 1

19 year;

20 (B) 1 shall be appointed for a term of 2

21 years;

22 (C) 1 shall be appointed for a term of 3

23 years;

24 (D) 1 shall be appointed for a term of 4

25 years; and
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1 (E) 1 shall be appointed for a term of 5

2 years.

3 (3) REMOVAL FOR CAUSE.—The President may

4 remove from office for cause, including failure to at5 tend 3 consecutive meetings of the Corporate Board

6 scheduled by the Chairman, a person appointed by

7 the President to serve as a member of the Corporate

8 Board.

9 (4) VACANCIES.—Any member appointed to fill

10 a vacancy occurring before the expiration of the

11 term for which the member’s predecessor was ap12 pointed shall be appointed only for the remainder of

13 that term. A member may serve after the expiration

14 of that member’s term until a successor has taken

15 office. A vacancy on the Corporate Board shall be

16 filled in the manner in which the original appoint17 ment was made.

18 (f) COMPENSATION AND EXPENSES.—

19 (1) COMPENSATION.—A member of the Cor20 porate Board appointed under subsection (a)(2)(C)

21 shall receive compensation at a rate equivalent to 25

22 percent of the rate of pay in effect for level III of

23 the Executive Schedule under subchapter II of chap24 ter 53 of title 5, United States Code; except that, if

25 such member is elected Chairman, such member
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1 while serving as Chairman may receive such addi2 tional compensation as the Corporate Board deter3 mines appropriate. The Secretary or the designee of

4 the Secretary and members of the Corporate Board

5 appointed under subsections (a)(2)(A) and (a)(2)(B)

6 shall serve without pay.

7 (2) TRAVEL AND SUBSISTENCE EXPENSES.—

8 Each member of the Corporate Board appointed by

9 the President and the Secretary or the designee of

10 the Secretary shall receive reimbursement for actual

11 travel and subsistence expenses incurred in the per12 formance of duties vested in the Corporate Board.

13 (g) MEETINGS.—

14 (1) FREQUENCY.—The Corporate Board shall

15 meet at the call of the Chairman or at the request

16 of at least 5 members of the Corporate Board, but

17 not less than once per calendar year.

18 (2) QUORUM.—A quorum for any meeting of

19 the Corporate Board shall be at least 7 members, at

20 least 3 of whom shall be members referred to in sub21 sections (a)(1) and (a)(2).

22 (3) VOTING.—No action of the Corporate

23 Board shall be effective unless taken at a meeting at

24 which a quorum of members is present and a major25 ity of those members vote in favor of the action and
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1 at which a majority of the members referred to in

2 subsections (a)(1) and (a)(2) vote in favor of the ac3 tion.

4 (4) TRANSMITTAL OF MINUTES TO PRESIDENT

5 AND GOVERNMENT OF CANADA.—The minutes of

6 each meeting of the Corporate Board shall be trans7 mitted to the President and the Government of Can8 ada not later than 3 days (except Saturdays, Sun9 days, and observed official holidays) after the date

10 of such meeting.

11 (h) VETO BY PRESIDENT.—Actions taken at a meet12 ing of the Corporate Board shall have no effect if, during

13 a period of 10 days (except Saturdays, Sundays, and ob14 served official holidays) after the minutes are transmitted

15 under subsection (g)(4), the President disapproves the

16 meeting’s minutes or any part thereof.

17 SEC. 103. DIRECTOR GENERAL.

18 (a) IN GENERAL.—The Corporation shall have a Di19 rector General who shall serve as chief executive officer

20 of the Corporation. The Director General shall be ap21 pointed by the Corporate Board for a term of 5 years.

22 (b) PERFORMANCE-BASED CONTRACT.—A person

23 appointed as Director General shall enter into a perform24 ance-based contract with the Corporate Board. The con25 tract shall provide for assessment of performance in terms
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1 of each of the following: Safety, reliability, environmental

2 protection, trade and traffic development, intergovern3 mental cooperation, and management and financial ac4 countability. The specific standards for such assessments

5 shall be established by the Corporate Board. The contract

6 shall incorporate measurable goals as agreed to by the Di7 rector General and the Corporate Board.

8 (c) ANNUAL PERFORMANCE REVIEW.—The Cor9 porate Board shall conduct an annual review of the per10 formance of the Director General. On the basis of the re11 sults of the review, the Corporate Board may take such

12 action as the Corporate Board determines appropriate to

13 award additional compensation as an incentive or take cor14 rective action in accordance with the terms of the contract

15 entered into under subsection (b) with the Director Gen16 eral.

17 SEC. 104. EMPLOYMENT SYSTEM AND PRACTICES.

18 (a) EMPLOYMENT SYSTEM.—The Corporate Board

19 shall establish an employment system for the Corporation.

20 The Corporation employment system shall—

21 (1) be established in accordance with the execu22 tive agreement entered into under section 4 and the

23 provisions of this Act;

24 (2) provide for the consideration of the merit of

25 each employee of the Corporation or candidate for
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1 employment by the Corporation and the qualifica2 tions and fitness of the employee to hold the position

3 concerned;

4 (3) prohibit discrimination against any person

5 because of race, color, national origin, nationality,

6 religion, sex, age, or disability;

7 (4) be designed to maximize the productivity of

8 officers and employees of the Corporation; and

9 (5) in the case of SLSDC employees, provide

10 for the appropriate transfer and retention of those

11 employees between positions in the competitive serv12 ice and positions under the employment system of

13 the Corporation as provided in section 105.

14 (b) APPOINTMENT, COMPENSATION, AND DUTIES.—

15 In accordance with the policies established by the Cor16 porate Board under section 102(d) and subject to sections

17 105(b)(1) and 105(b)(3), the Director General may ap18 point, fix the compensation of, and define the authority

19 and duties of, officers, employees, and agents of the Cor20 poration necessary for the management, operation, main21 tenance, and improvement of the Seaway and related fa22 cilities, equipment, and appurtenances.

23 (c) BASIC PAY.—Subject to sections 105(b)(1) and

24 105(b)(3), the Director General shall establish, and from
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1 time to time may revise, rates of basic pay for positions

2 and employees of the Corporation.

3 (d) BENEFITS.—Subject to sections 105(b)(1),

4 105(b)(5), and 105(b)(6), the Corporation shall offer its

5 officers and employees a package of benefits which in6 cludes, at a minimum, sick, annual, and holiday leaves,

7 health benefits, life insurance, retirement benefits, and a

8 voluntary retirement savings program. Any SLSDC em9 ployee who transfers to the Corporation shall continue to

10 receive a package of benefits, determined on the basis of

11 the employee’s length of service, rate of basic pay, and

12 other relevant factors, not less than that to which the em13 ployee is entitled immediately prior to the transfer.

14 (e) PERFORMANCE REVIEW.—The Director General

15 shall establish the standards of, and procedures for, the

16 review of job performance of an employee of the Corpora17 tion.

18 (f) JOB LOCATION ASSIGNMENT.—

19 (1) IN GENERAL.—The Director General shall

20 assign officers and employees of the Corporation to

21 facilities and installations in a manner that pro22 motes the maximum productivity of the employees

23 and operational efficiency of the Corporation.

24 (2) IMMIGRATION AND LABOR DOCUMENTA25 TION.—The Corporation shall work with the Min-
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1 istry of Citizenship and Immigration of the Govern2 ment of Canada to secure, as expeditiously as pos3 sible, the necessary permits and documentation to

4 allow employees of the Corporation who are citizens

5 of the United States or aliens lawfully admitted for

6 permanent residence in the United States to work at

7 facilities in Canada.

8 SEC. 105. SLSDC EMPLOYEES.

9 (a) EMPLOYEE PROTECTION.—Not later than the

10 date of operation, the President shall ensure that the Cor11 porate Board has established arrangements to protect the

12 employment interests of SLSDC employees who transfer

13 to the Corporation during the 3-year period beginning on

14 such date. These arrangements shall include provisions—

15 (1) which ensure that the Corporation will

16 adopt labor agreements in accordance with the pro17 visions of subsection (b)(1);

18 (2) for the transfer and retention of all SLSDC

19 employees who agree to transfer to the Corporation

20 in their same or comparable positions for the 3-year

21 period beginning on the date of operation except in

22 cases of reassignment, separation for cause, resigna23 tion, or retirement;

24 (3) for the payment by the Corporation of basic

25 pay to SLSDC employees who transfer to the Cor-
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1 poration (except in cases of separation for cause,

2 resignation, or retirement) for 3 years beginning on

3 the date of operation as provided in subsection

4 (b)(3); and

5 (4) for credit during the 3-year period begin6 ning on the date of operation for accrued annual

7 and sick leave and seniority rights which have been

8 accrued during the period of Federal employment by

9 SLSDC employees who transfer to the Corporation.

10 (b) TRANSFER TO CORPORATION.—

11 (1) LABOR AGREEMENTS.—

12 (A) ADOPTION.—The Corporation shall

13 adopt all labor agreements involving SLSDC

14 employees that are in effect on the day before

15 the date of operation. Such agreements shall re16 main in effect for the 3-year period beginning

17 on such date unless the agreement provides for

18 a shorter duration or the parties agree to the

19 contrary before the expiration of such 3-year

20 period. Such agreements shall be renegotiated

21 during the 3-year period unless the parties

22 agree otherwise.

23 (B) CONTINUATION.—The arrangements

24 made pursuant to this section shall assure that

25 (i) transferred SLSDC employees retain all col-
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1 lective bargaining rights that they have on the

2 day before the date of operation, and (ii) the

3 exclusive representative for such employees is

4 recognized by the Corporation. In this para5 graph, the term ‘‘exclusive representative’’ has

6 the meaning such term has under section 7104

7 of title 5, United States Code.

8 (C) ADDITIONAL RIGHTS.—Notwith9 standing any other provision of law, any

10 SLSDC employee who transfers to the Corpora11 tion shall have the right to negotiate through

12 the exclusive representative for salary and bene13 fits in addition to those provided for under sec14 tion 104 if, on the day before the date of oper15 ation, such employee is—

16 (i) covered by a labor agreement; and

17 (ii) employed by the United States

18 and paid under the General Schedule

19 under section 5332 of title 5, United

20 States Code.

21 (2) RIGHTS OF TERMINATED SLSDC EMPLOY22 EES.—Any transferred SLSDC employee whose em23 ployment with the Corporation is terminated during

24 the 3-year period beginning on the date of operation

25 shall be entitled to all rights and benefits to be pro-
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1 vided by the Corporation that are similar to those

2 such employee would have had under Federal law if

3 termination had occurred immediately before such

4 date.

5 (3) BASIC PAY.—Any SLSDC employee who

6 transfers to the Corporation shall continue to receive

7 a rate of basic pay not less than that to which the

8 employee was entitled immediately prior to the

9 transfer unless the Corporation places the employee

10 in a position within the Corporation which is of a

11 lower grade. Subject to paragraph (1), during the 3-

12 year period beginning on the date of operation, the

13 basic pay of such employees shall be adjusted for

14 changes in the Consumer Price Index of All Urban

15 Consumers published by the Department of Labor.

16 After such period, the basic pay of such employees

17 shall be consistent with the pay structure established

18 by the Corporation through collective bargaining.

19 (4) ANNUAL, SICK, AND HOLIDAY LEAVES.—

20 Any SLSDC employee who transfers to the Corpora21 tion shall not be entitled to lump-sum payment for

22 unused annual leave under section 5551 of title 5,

23 United States Code, but shall be credited by the

24 Corporation with the unused annual leave balance on

25 the date of operation, along with any unused sick
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1 leave balance on such date. Subject to paragraph

2 (1), during the 3-year period beginning on the date

3 of operation, such employees shall be entitled to an4 nual leave accruing at the rate specified in section

5 6303 of such title; limitation on annual leave accu6 mulation specified in section 6304 of such title; sick

7 leave accruing at the rate (and limitation on accu8 mulation of such leave) specified in section 6307 of

9 such title; and observed official holidays specified in

10 section 6103 of such title. After such period, annual,

11 sick, and holiday leaves and voluntary retirement

12 savings plan benefits shall be specified in the bene13 fits packages established under section 104(d).

14 (5) BENEFITS.—Any SLSDC employee who

15 transfers to the Corporation and who, on the day be16 fore the date of operation, is eligible for health bene17 fits provided under section 8905 of title 5, United

18 States Code, or life insurance provided under section

19 8702 of such title may, so long as continually em20 ployed by the Corporation without a break in serv21 ice, continue to be eligible to participate in such

22 health benefits or insurance program. Employment

23 by the Corporation without a break in continuity of

24 service shall be considered employment by the

25 United States for purposes of such sections; except
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1 that if the employee elects, during the 3-year period

2 beginning on the date of operation, to participate in

3 the health benefits or life insurance program estab4 lished by the Corporation under section 104(d), the

5 employee may participate in such program in lieu of

6 continuing to be treated as an employee of the

7 United States for purposes of section 8905 or 8702

8 of such title, as appropriate. If the employee con9 tinues to be so treated, the Corporation shall be the

10 employing agency for purposes of section 8905 or

11 8702 of such title, as appropriate, and shall con12 tribute to the Employees Health Benefits Fund pur13 suant to section 8909 of such title or the Employees’

14 Life Insurance Fund pursuant to section 8714 of

15 such title, as appropriate, such sums as are required

16 by such sections.

17 (6) RETIREMENT.—Any SLSDC employee who

18 transfers to the Corporation and who, on the day be19 fore the date of operation, is subject to subchapter

20 III of chapter 83 of title 5, United States Code, or

21 chapter 84 of such title may, so long as continually

22 employed by the Corporation without a break in

23 service, continue to be subject to such subchapter or

24 chapter, as the case may be. Employment by the

25 Corporation without a break in continuity of service
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1 shall be considered to be employment by the United

2 States for purposes of such subchapter and chapter;

3 except that if the employee elects, during the 3-year

4 period beginning on the date of operation, to partici5 pate in the retirement program established by the

6 Corporation under section 104(d), the employee may

7 participate in such program in lieu of continuing to

8 be treated as an employee of the United States for

9 purposes of such subchapter or chapter. If the em10 ployee continues to be so treated, the Corporation

11 shall be the employing agency for purposes of such

12 subchapter and chapter and shall contribute to the

13 Civil Service Retirement and Disability Fund or the

14 Thrift Savings Fund, as appropriate, such sums as

15 are required by such subchapter and chapter.

16 (7) ACCESS TO RECORDS.—The Corporation

17 shall allow representatives of the Secretary adequate

18 access to SLSDC employees who transfer to the

19 Corporation and their employment records when

20 needed for the performance of functions related to

21 the period before the date of operation. The Sec22 retary shall provide the Corporation access to em23 ployment records of transferring SLSDC employees

24 for appropriate purposes.
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1 (c) SEPARATED SLSDC EMPLOYEES.—Any SLSDC

2 employee who does not transfer to the Corporation and

3 who does not otherwise remain a United States employee

4 shall be entitled to all rights and benefits available under

5 Federal law for separated United States employees, except

6 that severance pay shall not be payable to any SLSDC

7 employee who does not accept an offer of employment

8 from the Corporation of work substantially similar to that

9 performed for the United States.

10 (d) REINSTATEMENT.—Notwithstanding the service

11 requirement for career tenure established by section

12 315.401(b) of title 5, Code of Federal Regulations (as in

13 effect on June 1, 1999), there shall be no time limit on

14 the reinstatement eligibility of—

15 (1) any separated SLSDC employee whose em16 ployment is terminated as a result of the termi17 nation of the SLSDC and who does not transfer to

18 the Corporation; and

19 (2) any SLSDC employee who transfers to the

20 Corporation.

21 SEC. 106. CONFLICTS OF INTEREST.

22 (a) EXPRESS CONDITION.—In every contract or

23 agreement to be made, entered into, or accepted by or on

24 behalf of the Corporation, there shall be inserted an ex25 press condition that no member of the Corporate Board
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1 and no officer or employee of the Corporation shall derive

2 any personal financial or other benefit therefrom.

3 (b) PROHIBITION.—No part of the income or assets

4 of the Corporation shall inure to the benefit of any mem5 ber of the Corporate Board or any officer or employee of

6 the Corporation, except as reasonable compensation for

7 services or reimbursement for expenses.

8 SEC. 107. ACQUISITION OF PROPERTY BY SECRETARY.

9 Upon request of the Corporation, the Secretary—

10 (1) may acquire, on behalf of the Corporation,

11 by purchase, lease, condemnation, or donation such

12 real and personal property and any interest therein

13 if the Secretary considers such acquisition necessary

14 for the Corporation to conduct its business; and

15 (2) shall transfer such property or interest to

16 the Corporation if the Corporation pays the costs of

17 acquiring such property or interest, including any

18 reasonable transaction cost associated with such ac19 quisition.

20 SEC. 108. CORPORATE POWERS.

21 (a) IN GENERAL.—For the purpose of carrying out

22 its functions under this Act, the Corporation shall have

23 the following powers:

24 (1) To have succession in its corporate name.
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1 (2) To adopt and use a corporate seal, which

2 shall be judicially noticed.

3 (3) To sue and be sued in its corporate name

4 in the United States to the same extent as the

5 United States Government and in Canada to the

6 same extent as the Government of Canada.

7 (4) To indemnify members of the Corporate

8 Board and officers, employees, and agents of the

9 Corporation for liabilities and expenses incurred

10 within the scope of their employment by the Cor11 poration.

12 (5) To adopt, amend, and repeal bylaws, rules,

13 and regulations which shall—

14 (A) govern the manner in which its busi15 ness will be conducted and the powers vested in

16 it will be exercised; and

17 (B) be made after notice and opportunity

18 for participation by interested persons and gov19 ernmental entities.

20 (6) To make and carry out such contracts or

21 agreements as are necessary or advisable in the con22 duct of its business.

23 (7) To issue bonds from time to time in its dis24 cretion for public purposes, including the purposes

25 of paying all or any part of the cost of Saint Law-
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•HR 2332 IH

1 rence Seaway improvements, construction, and reha2 bilitation, and the acquisition of real and personal

3 property, including operating equipment for the Sea4 way. Such bonds may not constitute a debt of the

5 United States, Canada, or any of the Great Lakes

6 States or Great Lakes Provinces. The payment of

7 principal of, and interest on, such bonds may not be

8 guaranteed by the United States, Canada, or any of

9 the Great Lakes States or Great Lakes Provinces.

10 Such bonds may be secured by the revenues of the

11 Corporation generally or exclusively from the income

12 and revenues of designated projects whether or not

13 they are financed in whole or part from the proceeds

14 of such bonds.

15 (8) To acquire, by purchase, lease, or donation,

16 such real and personal property and any interest

17 therein, and to sell, lease, or otherwise dispose of

18 such real and personal property, as the Corporate

19 Board considers necessary for the conduct of its

20 business.

21 (9) To use, when the Corporate Board deter22 mines that it is practicable, efficient, and cost-effec23 tive to do so, with the consent of the United States,

24 Canada, and the agency or government concerned,

25 and on a reimbursable basis, services, records, facili-
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1 ties, or personnel of any Federal, State, Provincial,

2 or local government agency or instrumentality to

3 perform functions on behalf of the Corporation.

4 (10) To determine the character of, and the ne5 cessity for, its obligations and expenditures, and the

6 manner in which they shall be incurred, allowed, and

7 paid to carry out the objectives of this Act and the

8 agreement entered into under section 4.

9 (11) To retain and use all revenues from tolls

10 and fees for purposes of financing operation and

11 maintenance of, and infrastructure improvements to,

12 the Seaway.

13 (12) To provide services and facilities necessary

14 for the operation and maintenance of the Seaway,

15 including providing, at reasonable prices, services to

16 vessels using the Seaway and to visitors to the Sea17 way and to retain all revenues derived from such

18 services and facilities.

19 (13) To provide, through contract or self-insur20 ance, for liability insurance and insurance against

21 loss incurred in connection with property, assets,

22 and operations of the Corporation.

23 (14) To invest funds not needed in its oper24 ations in such obligations as it shall determine to be

25 prudent and appropriate.
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1 (15) To invest funds held by it for pension or

2 similar purposes in any appropriate marketable se3 curities.

4 (16) To enter into interagency agreements with

5 agencies of the United States, Canada, the Great

6 Lakes States, and the Great Lakes Provinces for the

7 purposes of coordinating joint operations in the Sea8 way, facilitating movement of vessels through the

9 Seaway, and facilitating enforcement of safety and

10 environmental regulations issued by such agencies.

11 (17) To accept such amounts as may be trans12 ferred to the Corporation under section 9505(c)(1)

13 of the Internal Revenue Code of 1986 (relating to

14 expenditures from the Harbor Maintenance Trust

15 Fund), except that such amounts shall be available

16 only for the purpose of operating and maintaining

17 those works which the Corporation is obligated to

18 operate and maintain under section 101.

19 (b) AVAILABILITY OF AMOUNTS.—Amounts credited

20 under subsection (a)(17) shall be available to pay any obli21 gation or expense of the Corporation under this Act, ex22 cept as specifically provided in subsection (a).

23 (c) EXTENSION OF TRUST FUND PURPOSES.—The

24 purposes for which amounts may be paid from the Harbor
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1 Maintenance Trust Fund shall include the purpose re2 ferred to in subsection (a)(17).

3 SEC. 109. OWNERSHIP OF ASSETS.

4 The executive agreement entered into under section

5 4 shall include, at a minimum, the following terms and

6 conditions concerning the ownership of assets of the

7 United States and Canada on the Saint Lawrence Seaway

8 on and after the date of operation:

9 (1) Title to any fixed asset shall remain with

10 the Government that holds title to the asset on the

11 day before such date, unless a transfer to the Cor12 poration is specifically authorized by law.

13 (2) Title to any other asset held by the Govern14 ment on the day before such date shall be trans15 ferred to the Corporation on such date.

16 (3) Title to any asset acquired, or any improve17 ment made to any fixed asset described in paragraph

18 (1) that is financed from sources other than the

19 United States or Canada, after such date shall be

20 vested in the Corporation.

21 SEC. 110. TRANSFER OF RIGHTS, LIABILITIES, AND OBLIGA22 TIONS.

23 (a) IN GENERAL.—Except as specified in subsection

24 (b), the Corporation shall assume all rights, liabilities, and

25 obligations (tangible and incorporeal, present and execu-
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1 tory) of the SLSDC on the date of operation, including

2 leases, permits, licenses, contracts, agreements, claims,

3 tariffs, accounts receivable, accounts payable, and litiga4 tion relating to such rights and obligations, regardless

5 whether judgment has been entered, damages awarded, or

6 appeal taken.

7 (b) EXCEPTIONS.—The procedure for disputes reso8 lution contained in any contract entered into on behalf of

9 the United States before the date of operation shall con10 tinue to govern the performance of the contract unless

11 otherwise agreed to by the parties to the contract. Claims

12 for monetary damages founded in tort, by or against the

13 United States as the owner and operator of the Saint Law14 rence Seaway, arising before the date of operation shall

15 be adjudicated as if the agreement had not been entered

16 into.

17 (c) PAYMENTS INTO EMPLOYEES’ COMPENSATION

18 FUND.—The Corporation shall remain responsible for re19 imbursing the Employees’ Compensation Fund, pursuant

20 to section 8147 of title 5, United States Code, for com21 pensation paid or payable after the date of operation in

22 accordance with chapter 81 of such title with regard to

23 any injury, disability, or death due to events arising before

24 such date, whether or not a claim has been filed or is final

25 on such date.
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1 (d) RETIREMENT OBLIGATIONS.—

2 (1) DISCONTINUED SERVICE.—Not later than 1

3 year after the date of operation, the Corporation

4 shall pay to the Treasury of the United States, to

5 be deposited to the credit of the Civil Service Retire6 ment and Disability Fund, an amount determined by

7 the Office of Personnel Management to represent

8 the actual added costs incurred by the Fund due to

9 discontinued service retirement under section

10 8336(d)(1) of title 5, United States Code, of SLSDC

11 employees who elect not to transfer to the Corpora12 tion.

13 (2) UNFUNDED LIABILITY.—

14 (A) PAYMENT TO TREASURY.—Not later

15 than 1 year after the date of operation, the

16 Corporation shall pay to the Treasury of the

17 United States, to be deposited to the credit of

18 the Civil Service Retirement and Disability

19 Fund, an amount determined by the Office of

20 Personnel Management to represent the present

21 value of the difference between—

22 (i) the future cost of benefits payable

23 from the Fund and due the employees cov24 ered by section 105(b)(6) that are attrib-
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1 utable to the period of employment fol2 lowing the date of operation; and

3 (ii) the contributions made by the em4 ployees and the Corporation under section

5 105(b)(6).

6 (B) CONSIDERATION OF INTEREST IN DE7 TERMINING AMOUNT DUE.—In determining the

8 amount due under subparagraph (A), the Office

9 of Personnel Management shall take into con10 sideration the actual interest such amount can

11 be expected to earn when invested in the Treas12 ury of the United States.

13 SEC. 111. CONTINUATION OF REGULATIONS AND AGREE14 MENT.

15 (a) REGULATIONS.—All regulations of the SLSDC

16 shall become regulations of the Corporation on the date

17 of operation and shall remain in effect until modified or

18 revoked by the Corporate Board in accordance with proce19 dures of the Corporate Board.

20 (b) AGREEMENT.—Any agreement between the

21 SLSDC and any other Federal agency in effect on the

22 date of operation shall be treated as an agreement between

23 the Corporation and such Federal agency and shall remain

24 in effect until modified or revoked under the terms of the

25 agreement.
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1 SEC. 112. TRANSFER OF UNEXPENDED BALANCES OF AP2 PROPRIATIONS.

3 On the date of operation, all unexpended balances of

4 appropriations, authorizations, allocations, and other

5 funds employed, held, used, arising from, available to, or

6 to be made available in connection with any of the func7 tions of the SLSDC are transferred to the Corporation,

8 except that no such unexpended balances transferred shall

9 be used for purposes other than those for which the appro10 priation was originally made.

11 SEC. 113. AUDITS AND REPORTS.

12 (a) ACCOUNTING AND AUDIT.—The books of account

13 of the Corporation shall be maintained in accordance with

14 generally accepted accounting principles and shall be sub15 ject to an annual audit by independent public accountants

16 of internationally recognized standing.

17 (b) REPORTS.—The Director General shall submit to

18 the President and the Government of Canada, on or before

19 the 90th day following the last day of each fiscal year,

20 a complete and detailed report with respect to the pre21 ceding fiscal year, setting forth—

22 (1) a summary of the Corporation’s operations

23 for such preceding fiscal year; and

24 (2) the Corporation’s financial statements and

25 the opinion with respect thereto prepared by the

26 independent public accountants reviewing such state-
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1 ments and a copy of any report made on an audit

2 conducted under subsection (a).

3 (c) BOARD OF REVIEW.—

4 (1) ESTABLISHMENT.—The Corporation shall

5 have a board of review which shall be composed of

6 6 members. Three members of the board of review

7 shall be appointed by the President from a list of

8 candidates submitted to the President by the Comp9 troller General of the United States and 3 members

10 shall be appointed by the Government of Canada.

11 (2) ANNUAL AUDIT.—The board of review shall

12 review the annual audit conducted under subsection

13 (a) and shall transmit to the President, Congress,

14 and the Government of Canada a report of its find15 ings with such recommendations as the board of re16 view considers appropriate.

17 SEC. 114. REPEAL OF SAINT LAWRENCE SEAWAY ACT.

18 Effective on the date of operation, sections 1 through

19 13 of the Act of May 13, 1954, commonly referred to as

20 the Saint Lawrence Seaway Act (33 U.S.C. 981–990) are

21 repealed.

22 SEC. 115. AUTHORIZATION OF APPROPRIATIONS.

23 (a) TRANSITIONAL.—There is authorized to be appro24 priated $200,000 to the Secretary for transfer to the Cor25 poration for the United States share of the cost of estab-
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1 lishment of the Corporation before the date of operation.

2 Such funds shall remain available until expended.

3 (b) FIRST 10 FISCAL YEARS.—There is authorized

4 to be appropriated to the Secretary for transfer to the

5 Corporation to carry out its functions a sum that is the

6 equitable contribution of the United States toward estab7 lishment and operation of the Corporation for each of the

8 first 10 fiscal years beginning after the date of the first

9 meeting of the Corporate Board under this Act. Such

10 funds shall remain available until expended.

11 TITLE II—GREAT LAKES

12 DEVELOPMENT BANK

13 SEC. 201. ESTABLISHMENT AND STATUS OF BANK.

14 (a) ESTABLISHMENT.—Pursuant to the executive

15 agreements entered into under section 4, the President

16 shall facilitate the establishment of the Great Lakes De17 velopment Bank.

18 (b) CHARTER.—Effective on the date of establish19 ment of the Bank, Congress of the United States charters

20 the Bank. Congress reserves the right to revise, amend,

21 or modify the charter.

22 (c) STATUS.—The Bank shall not be an agency or

23 instrumentality of the United States.
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1 SEC. 202. FUNCTIONS OF BANK.

2 The Bank shall be responsible for providing, on the

3 basis of business and financial principles and taking into

4 consideration equity between Canada and the United

5 States, loans and other assistance and technical and man6 agement assistance in accordance with section 206 to pub7 lic and private entities that are involved in maritime trans8 portation in the Great Lakes States and Great Lakes

9 Provinces and shall give priority, in providing such loans

10 and assistance, to the Corporation for making infrastruc11 ture improvements to the Saint Lawrence Seaway. Such

12 assistance may be for 1 or more of the following purposes:

13 (1) Providing increased financing flexibility for

14 maritime commerce-related infrastructure invest15 ment on the Great Lakes and the Seaway.

16 (2) Increasing the number of financially feasible

17 projects that are eligible for assistance under section

18 206.

19 (3) Expediting the commencement and comple20 tion of eligible projects.

21 (4) Establishing service by persons holding

22 themselves out to the general public to provide

23 transportation by water of passengers or property

24 between ports in the Great Lakes States or Great

25 Lakes Provinces and ports in other countries.
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1 (5) Increasing maritime commerce-related in2 frastructure investment by the Great Lakes States,

3 Great Lakes Provinces, and political subdivisions of

4 such States or Provinces.

5 (6) Any other purpose that would result in—

6 (A) modernization of maritime facilities on

7 the Great Lakes and the Seaway;

8 (B) improvement of the competitiveness of

9 the Great Lakes-Saint Lawrence Seaway sys10 tem as a transportation route for world trade;

11 and

12 (C) increasing, or increasing diversification

13 of, vessel and cargo traffic through the Seaway

14 and to and from the Great Lakes.

15 SEC. 203. OPERATIONAL PRINCIPLES.

16 The Bank shall conduct its operations in accordance

17 with the following principles:

18 (1) The Bank may not provide any financial as19 sistance for which in the opinion of the Bank Board

20 sufficient capital could be obtained on reasonable

21 terms from private markets.

22 (2) The Bank may not impose conditions that

23 the proceeds of any assistance it provides will be

24 spent within the jurisdictional boundaries of a par25 ticular country, State, province, or locality.
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1 (3) The Bank may not assume the management

2 responsibility for any project for which it provides

3 assistance, except in the process of liquidating prop4 erties acquired as collateral for loans and other as5 sistance.

6 (4) The Bank may provide assistance only on

7 terms and conditions that the Bank Board considers

8 appropriate, taking into account the requirements of

9 the project, the risks being assumed by the Bank,

10 and the terms and conditions normally obtained by

11 private persons or organizations for providing simi12 lar assistance.

13 (5) For the purpose of obtaining additional

14 funds to provide financial assistance under this title,

15 the Bank may sell assets it acquires in the course

16 of providing assistance under this title whenever the

17 Bank determines it can do so on appropriate and

18 satisfactory terms.

19 (6) The Bank shall diversify its investment

20 portfolio.

21 SEC. 204. BOARD OF DIRECTORS.

22 (a) IN GENERAL.—The Bank shall be governed by

23 a board of directors. Except as provided in subsection (b)

24 with respect to the initial Bank Board, members of the
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1 Bank Board shall be elected by members of the Bank in

2 accordance with the bylaws of the Bank.

3 (b) INITIAL BOARD.—

4 (1) SIZE AND MEMBERSHIP.—The initial Bank

5 Board shall be composed of 16 members as follows:

6 (A) 1 member appointed by each of the

7 Governors of the Great Lakes States; and

8 (B) 8 members appointed or otherwise des9 ignated by the Government of Canada.

10 (2) SPECIAL DUTIES.—In addition to the duties

11 specified in subsection (c), the initial Bank Board is

12 responsible for—

13 (A) incorporating the Bank in the United

14 States and Canada;

15 (B) establishing an organizational struc16 ture for the Bank;

17 (C) establishing management and oper18 ational policies of the Bank;

19 (D) identifying and actively recruiting po20 tential members to join the Bank; and

21 (E) preparing for and carrying out the or22 derly transition of the initial Bank Board to the

23 Bank Board as provided in paragraph (4).

24 (3) PAY.—Members of the initial Bank Board

25 shall serve without pay.
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1 (4) TRANSITION TO BANK BOARD.—The term

2 of all members of the initial Bank Board shall termi3 nate on the day that the results of the first election

4 of members of the Bank Board are certified.

5 (5) CONDITIONS FOR TRANSITION.—Transition

6 from the initial Bank Board to the Bank Board

7 shall occur when, in the opinion of the President and

8 the Government of Canada, a sufficient number of

9 members have joined the Bank and such members

10 have contributed an adequate amount of capital to

11 the Bank to make the Bank a financially viable or12 ganization. Such transition may only occur after

13 there are 10 or more Bank members and the aggre14 gate of their subscription to the Bank’s capital stock

15 is $80,000,000 or more.

16 (c) DUTIES.—The Bank Board shall—

17 (1) evaluate and, if necessary, modify the orga18 nizational structure of the Bank established by the

19 initial Bank Board;

20 (2) evaluate and, if appropriate, revise the man21 agement and operational policies of the Bank;

22 (3) adopt, in an open process that affords an

23 opportunity for participation by interested persons

24 and governmental entities, such bylaws, rules, and
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1 regulations as may be necessary or appropriate to

2 conduct business of the Bank;

3 (4) ensure that the functions of the Bank de4 scribed in section 202 are carried out;

5 (5) develop and ensure compliance with a code

6 of ethics for the Bank and its officers and employ7 ees;

8 (6) establish procedures for, and conditions of,

9 admitting members to the Bank;

10 (7) ensure that Bank members will fulfill their

11 obligations when the Bank Board makes a call for

12 capital to meet the Bank’s obligations to its credi13 tors;

14 (8) approve calls on members’ callable capital

15 for the purpose of meeting the Bank’s obligations to

16 its creditors;

17 (9) declare and pay dividends when the Bank

18 Board determines that it is advisable;

19 (10) approve proposals for loans and other as20 sistance;

21 (11) appoint and fix the compensation of the

22 Managing Director;

23 (12) prepare and transmit to the President,

24 Congress, the Government of Canada, and Bank
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1 members an annual business-type budget program

2 that—

3 (A) lays out the Bank’s plan of operation;

4 (B) contains estimates of the financial con5 dition and operations of the Bank for the cur6 rent and following fiscal years and the financial

7 condition and results of such operations in the

8 preceding fiscal year;

9 (C) contains statements of the financial

10 condition, income and expense, and sources and

11 use of money, an analysis of surplus or deficit,

12 and additional statements and information to

13 make known the financial condition and oper14 ations of the Bank, including estimates of oper15 ations by major activities, administrative ex16 penses, loans, borrowings, and capital reserves

17 needed to cover loan and lease losses; and

18 (D) provides for emergencies and other

19 contingencies so that the Bank may carry out

20 its responsibilities; and

21 (13) prepare and transmit to the President,

22 Congress, the Government of Canada, and Bank

23 members an annual management report which

24 includes—

25 (A) a statement of financial position;
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•HR 2332 IH

1 (B) a statement of operations;

2 (C) a statement of cash flows;

3 (D) a reconciliation to the budget program

4 of the Bank, if applicable;

5 (E) a statement on the internal accounting

6 and administrative control systems being imple7 mented by the Managing Director;

8 (F) the report resulting from the annual

9 audit of the financial statements of the Bank

10 conducted by independent public accountants

11 under section 217; and

12 (G) any other comments and information

13 necessary to inform the President, Congress,

14 the Government of Canada, and Bank members

15 about the operations and financial condition of

16 the Bank.

17 SEC. 205. MANAGING DIRECTOR.

18 (a) IN GENERAL.—The Bank shall have a Managing

19 Director who shall serve as chief executive officer of the

20 Bank.

21 (b) DUTIES.—In accordance with the policies estab22 lished by the Bank Board under section 204, the Man23 aging Director shall be responsible for—

24 (1) the day-to-day operations of the Bank;
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•HR 2332 IH

1 (2) appointing, fixing the compensation of, and

2 defining the authority and duties of, officers, em3 ployees, and agents of the Bank necessary for the

4 management and operation of the Bank;

5 (3) assisting the Great Lakes and Saint Law6 rence Seaway maritime community in meeting its in7 vestment financing needs;

8 (4) presenting proposals for loans and other as9 sistance of the Bank to the Bank Board for its con10 sideration and approval; and

11 (5) ensuring that potential clients in the Great

12 Lakes States and Great Lakes Provinces are aware

13 of the programs and services offered by the Bank.

14 SEC. 206. FORMS OF ASSISTANCE.

15 (a) FINANCIAL ASSISTANCE.—

16 (1) IN GENERAL.—The Bank may provide loans

17 or other assistance to a public or private entity for

18 carrying out a project eligible for assistance under

19 this title.

20 (2) INTEREST AND FEES.—The Bank shall es21 tablish and collect—

22 (A) interest for making loans under this

23 title at rates, and

24 (B) fees for providing other assistance

25 under this title,
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1 that the Bank Board determines appropriate.

2 (3) MAXIMUM AMOUNT.—The amount of loans

3 and other assistance provided under this title with

4 respect to a project may not exceed the lesser of—

5 (A) 90 percent of the cost of carrying out

6 the project; or

7 (B) 80 percent of the difference between

8 such cost and the amount of loans and other

9 assistance obtained for carrying out the project

10 from other sources.

11 (4) SUBORDINATION.—The amount of any loan

12 or other assistance provided under this title for a

13 project may be subordinated to any other debt fi14 nancing for the project.

15 (b) TECHNICAL AND MANAGEMENT ASSISTANCE.—

16 The Bank may also provide, on a fee-for-service basis,

17 technical or management assistance with respect to a

18 project eligible for assistance under this title. The cost of

19 such assistance may be financed as part of any financial

20 assistance provided under this title with respect to the

21 project.

22 (c) OTHER ASSISTANCE DEFINED.—In this title, the

23 term ‘‘other assistance’’ means the use of Bank funds to—
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1 (1) guarantee, in whole or in part, loans made

2 by private investors through commercial investment

3 channels;

4 (2) provide credit enhancements;

5 (3) serve as a capital reserve for bond or debt

6 instrument financing;

7 (4) subsidize interest rates;

8 (5) ensure the issuance of letters of credit and

9 credit instruments;

10 (6) finance purchase and lease agreements;

11 (7) provide bond or debt financing instrument

12 security; and

13 (8) provide other forms of debt financing and

14 methods of leveraging funds that relate to the

15 project with respect to which such assistance is

16 being provided.

17 SEC. 207. ELIGIBLE PROJECTS.

18 (a) IN GENERAL.—The Bank may provide under this

19 title loans and other assistance only with respect to

20 projects that directly or indirectly improve the efficiency

21 or competitiveness of the Great Lakes or the Saint Law22 rence Seaway as a transportation route in maritime com23 merce. Such projects may include—
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•HR 2332 IH

1 (1) maintenance of, or improvement to, Seaway

2 facilities to accommodate a greater percentage of the

3 world’s commercial vessel fleet;

4 (2) dredging to maintain or widen or deepen

5 navigational channels in the Great Lakes and the

6 Seaway;

7 (3) improvement to harbors, ports, docks, and

8 appurtenant facilities (including cranes and termi9 nals) in the Great Lakes and the Seaway;

10 (4) construction of warehouses and other mari11 time commerce-related development in the Great

12 Lakes and the Seaway region; and

13 (5) construction, major conversion, and mod14 ernization of commercial passenger or cargo vessels

15 that will be used in maritime commerce and will re16 sult in a higher level of, or more diverse, vessel traf17 fic in or through the Great Lakes-Saint Lawrence

18 Seaway system.

19 (b) ELIGIBILITY OF PLANNING, ENGINEERING, DE20 SIGN, AND LAND ACQUISITION COSTS.—Costs of plan21 ning, engineering, design, and land acquisition in connec22 tion with any project described in subsection (a) shall be

23 eligible costs for which the Bank may provide loans and

24 other assistance under this title.
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1 SEC. 208. CONDITIONS ON ASSISTANCE.

2 (a) LOCATION.—The Bank may provide assistance

3 under this title to a private or public entity involved in

4 maritime commerce in the Great Lakes and the Saint

5 Lawrence Seaway region with respect to a project eligible

6 for assistance under section 207 only if—

7 (1) the entity is the Corporation or a member

8 of the Bank; and

9 (2) the project will be carried out, or the entity

10 is registered to do business, within the jurisdictional

11 boundaries of a State or Province of Canada that is

12 a member of the Bank.

13 (b) PROCUREMENT.—The Bank may provide assist14 ance under this title to a private or public entity only if

15 the entity agrees, in writing, that no contract for pro16 curing goods or services necessary for the planning, de17 sign, development, and construction of the project for

18 which such assistance is being provided will be awarded

19 to any person or governmental entity (other than the

20 United States) unless such person or governmental entity,

21 or the political subdivision in which such person is located

22 or registered to do business is a member of the Bank, and

23 provides such other assurances as the Bank may require

24 to ensure that such agreement will be fulfilled.
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1 SEC. 209. BANK REQUIREMENTS.

2 In carrying out its functions under this title, the

3 Bank Board shall—

4 (1) ensure that the Bank maintains on a con5 tinuing basis an investment grade rating on its debt

6 issuances or has a sufficient level of bond or debt fi7 nancing instrument insurance to maintain the viabil8 ity of the Bank;

9 (2) ensure that income generated by the Bank

10 will be—

11 (A) credited to the Bank;

12 (B) available for use in providing loans

13 and other assistance to projects eligible for as14 sistance from the Bank; and

15 (C) invested in (i) government securities

16 that are backed by the full faith and credit of

17 the United States, any State or political sub18 division of any State, Canada, or any Province

19 of Canada or political subdivision of any Prov20 ince of Canada, (ii) bank deposits, or (iii) such

21 other financing instruments as the Bank Board

22 may approve to earn interest to enhance the

23 leveraging of projects assisted by the Bank;

24 (3) ensure that a loan made by the Bank will

25 bear interest at or below market rates, as deter-
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•HR 2332 IH

1 mined appropriate by the Bank Board, to make the

2 project that is the subject of the loan feasible;

3 (4) ensure that repayment of such loan will

4 commence not later than 1 year after the date of

5 completion of the project or the facility is open to

6 maritime traffic, whichever is later; and

7 (5) ensure that the term for repaying such loan

8 will not exceed 25 years beginning on the date on

9 which the first payment is due on the loan.

10 SEC. 210. BANK CORPORATE POWERS.

11 For the purpose of carrying out its functions under

12 this title, the Bank shall have the following powers:

13 (1) To have succession in its corporate name.

14 (2) To adopt and use a corporate seal.

15 (3) To sue and be sued in its corporate name.

16 (4) To admit members to the Bank under the

17 procedures and conditions established under section

18 204(c)(6).

19 (5) To indemnify members of the Bank Board

20 and officers, employees, and agents of the Bank for

21 liabilities and expenses incurred within the scope of

22 their employment by the Bank.

23 (6) To adopt, amend, and repeal bylaws, rules,

24 and regulations which shall—
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•HR 2332 IH

1 (A) govern the manner in which its busi2 ness will be conducted and the powers vested in

3 it will be exercised; and

4 (B) be made after notice and opportunity

5 for participation by interested persons and gov6 ernmental entities.

7 (7) To make and carry out such contracts or

8 agreements as are necessary or advisable in the con9 duct of its business.

10 (8) To issue bonds from time to time in its dis11 cretion for public purposes if such bonds do not con12 stitute a debt of the United States, Canada, any

13 State, or any Province of Canada and if the pay14 ment of principal of, and interest on, such bonds is

15 not guaranteed by the United States, Canada, any

16 State, or Province of Canada.

17 (9) To acquire, by purchase, lease, or donation,

18 such real and personal property and any interest

19 therein, and to sell, lease, or otherwise dispose of

20 such real and personal property, as the Bank Board

21 considers necessary for the conduct of its business.

22 (10) To determine the character of, and the ne23 cessity for, its obligations and expenditures, and the

24 manner in which they shall be incurred, allowed, and
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•HR 2332 IH

1 paid to carry out the objectives of this Act and the

2 agreement entered into under section 4.

3 (11) To retain and use all its revenues for pur4 poses of financing Bank operations.

5 (12) To provide, through contract or self-insur6 ance, for liability insurance and insurance against

7 loss incurred in connection with property, assets,

8 and operations of the Bank.

9 (13) To guarantee securities for which it has

10 provided assistance in order to facilitate their sale.

11 (14) To buy and sell securities it has issued.

12 (15) To exercise such other powers incidental to

13 its business as shall be necessary or appropriate to

14 carry out its functions under section 202.

15 (16) To invest funds not needed in its financing

16 and other operations in such obligations as it shall

17 determine to be prudent and appropriate.

18 (17) To invest funds held by it for pension or

19 similar purposes in any appropriate marketable se20 curities.

21 (18) To fix the compensation of Bank Board

22 members.

23 SEC. 211. BANK MEMBERSHIP.

24 (a) IN GENERAL.—A person, including a govern25 mental entity (other than the United States and the Cor-
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•HR 2332 IH

1 poration), may become a member of the Bank if such per2 son complies with the procedures and conditions estab3 lished by the Bank Board under section 204(c)(6) and

4 meets the subscription requirements of this section.

5 (b) SUBSCRIPTION OF SHARES.—

6 (1) INITIAL.—In order to be a member of the

7 Bank, a person shall subscribe to such minimum

8 number of shares of capital stock of the Bank as the

9 Bank Board may establish.

10 (2) ADDITIONAL.—

11 (A) IN GENERAL.—When there are unsub12 scribed shares of the Bank’s capital stock or an

13 increase in the capital stock is approved under

14 subsection (g)(2), each member may subscribe,

15 under conditions established by the Bank

16 Board, to an amount of increased shares of

17 capital stock that does not exceed the amount

18 determined by multiplying—

19 (i) the amount of such unsubscribed

20 or increased shares, by

21 (ii) the ratio of the shares of capital

22 stock of the Bank owned by such member

23 on the day before such increase bears to

24 the aggregate shares of such stock owned

25 by all members of the Bank on such day.
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1 (B) AVAILABILITY TO NONMEMBERS.—The

2 shares of capital stock that members do not

3 subscribe to under subparagraph (A) may be

4 made available by the Bank for subscription to

5 persons and governmental entities (other than

6 the United States) who are not members of the

7 Bank but who intend to become members of the

8 Bank.

9 (c) DIVISION AND CALLS OF SUBSCRIBED SHARES.—

10 The subscription of each member of the Bank shall be di11 vided into 2 parts as follows:

12 (1) 15 percent shall be paid-in cash or cash

13 equivalent.

14 (2) The remaining 85 percent shall be subject

15 to call by the Bank when required to meet the obli16 gations of the Bank to its creditors.

17 (d) CALLABLE CAPITAL.—Capital of members of the

18 Bank subject to call may only be called on a pro rata basis

19 with each member providing a share of the funds being

20 called which corresponds to its ownership share in the

21 Bank on the date of the call.

22 (e) LIMITATION ON LIABILITY.—The liability of each

23 member of the Bank shall be limited to the unpaid portion

24 of the issue price of the shares of capital stock of the Bank

25 subscribed to by the member.
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1 (f) RESTRICTIONS ON ISSUANCE, TRANSFER, AND

2 PLEDGE OF SHARES.—Shares of capital stock of the Bank

3 may be issued only to members of the Bank, may not be

4 pledged or encumbered in any manner by the members

5 of the Bank, and may be transferred only to the Bank

6 by its members.

7 (g) AUTHORIZED CAPITALIZATION.—

8 (1) IN GENERAL.—The authorized capitaliza9 tion of the Bank shall be $2,000,000,000. Subject to

10 section 212, the United States and Canada shall

11 each provide to the Bank $600,000,000 in long-term

12 loans. The authorized capital stock of the Bank shall

13 be $800,000,000 and shall be divided into 800,000

14 shares having a par value of $1,000 each. Such

15 shares shall be available only for subscription by

16 members of the Bank.

17 (2) INCREASED CAPITAL STOCK.—The capital

18 stock of the Bank may be increased when the Bank

19 deems it advisable by a majority vote of members of

20 the Bank.

21 SEC. 212. UNITED STATES PARTICIPATION.

22 (a) PROHIBITION ON CAPITAL STOCK SUBSCRIP23 TION.—The United States may not subscribe to shares of

24 capital stock of the Bank.
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1 (b) DIRECT LOAN.—Subject to advance appropria2 tions, the Secretary shall make a direct loan to the Bank

3 of $100,000,000 after the Secretary determines that—

4 (1) the Bank is properly incorporated and char5 tered in the United States and Canada;

6 (2) the Bank has established reasonable condi7 tions for admitting members to the Bank, taking

8 into consideration the financial strength of the po9 tential members and the requirements of the Bank

10 to remain financially viable; and

11 (3) the Government of Canada is making a

12 similar loan to the Bank.

13 (c) AGREEMENT FOR FUTURE LOANS.—The Sec14 retary and the Bank Board shall enter into an agreement

15 under which the Secretary, subject to advance appropria16 tions, will make direct loans to the Bank not to exceed

17 $500,000,000 in the aggregate. The Secretary may make

18 a loan under this subsection only if the Bank dem19 onstrates to the satisfaction of the Secretary that the

20 Bank needs such loans to meet the Bank’s obligations to

21 its creditors.

22 (d) TERMS AND CONDITIONS.—A loan made by the

23 United States to the Bank under this section and section

24 211(g)—

25 (1) shall be for a term no longer than 25 years;
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1 (2) shall bear interest at—

2 (A) a rate the Secretary of the Treasury

3 establishes, considering the current average

4 yield on outstanding marketable obligations of

5 the United States that have remaining periods

6 of maturity comparable to the average maturity

7 of the loan, adjusted to the nearest .125 per8 cent; plus

9 (B) an allowance the Secretary of Trans10 portation considers adequate to cover adminis11 trative costs and probable losses;

12 (3) shall be subject to a call for repayment by

13 the Bank at any time that the Secretary determines

14 the Bank is not complying with the objectives of this

15 title; and

16 (4) shall be subject to such other terms and

17 conditions as the Secretary determines appropriate.

18 SEC. 213. LIMITATIONS ON UNITED STATES LIABILITY.

19 (a) CONTRIBUTION.—The lending or contribution of

20 Federal funds, or the provision of credit or credit enhance21 ment by the United States, to the Bank shall not be con22 strued as a commitment, guarantee, or obligation on the

23 part of the United States to any third party, nor shall

24 any third party have any right against the United States

25 for payment solely by virtue of the contribution.
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1 (b) FINANCING INSTRUMENT.—Any security or debt

2 financing instrument issued by the Bank shall expressly

3 state that the security or instrument does not constitute

4 a direct or indirect commitment, guarantee, or obligation

5 of the United States.

6 (c) OUTSTANDING LOAN.—The liability of the United

7 States to the Bank or any other person or governmental

8 entity for any claim arising as a result of any action or

9 inaction by the Bank shall be limited to the aggregate

10 amount of loans from the United States to the Bank out11 standing on the date the claim arose or at the time of

12 final judgment, whichever results in the lesser amount.

13 SEC. 214. FEDERAL RESERVE BANKS AS DEPOSITORIES.

14 Any Federal Reserve bank that is requested to do so

15 by the Bank may act as its depository or as its fiscal

16 agent.

17 SEC. 215. REPORTS ON BANK SECURITIES.

18 (a) REPORTS TO SECURITIES AND EXCHANGE COM19 MISSION.—The Bank shall file with the Securities and Ex20 change Commission such annual and other reports with

21 regard to securities issued by the Bank (including any

22 guarantee made by the Bank, whether or not limited in

23 scope) as the Commission determines to be appropriate

24 in view of the special character of the Bank and its oper-
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1 ations and necessary in the public interest or for the pro2 tection of investors.

3 (b) REPORTS TO CONGRESS.—The Commission shall

4 include in its annual reports to Congress such information

5 as the Commission shall deem advisable with regard to

6 the operations of the Bank and the reports submitted to

7 the Commission under subsection (a) and in connection

8 therewith shall include any views submitted for such pur9 pose by any association of dealers registered with the

10 Commission.

11 SEC. 216. JURISDICTION AND VENUE OF CIVIL ACTIONS BY

12 OR AGAINST BANK.

13 (a) JURISDICTION.—The United States district

14 courts shall have original and exclusive jurisdiction of any

15 civil action brought in the United States by or against the

16 Bank.

17 (b) VENUE.—For purposes of section 1391(b) of title

18 28, United States Code, the Bank shall be deemed to be

19 a resident of the judicial district in which the principal

20 office of the Bank in the United States, or its agent ap21 pointed for the purpose of accepting service or notice of

22 service, is located.

23 SEC. 217. AUDITS AND REPORTS.

24 (a) ACCOUNTING AND AUDIT.—The books of account

25 of the Bank shall be maintained in accordance with gen-
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1 erally accepted accounting principles and shall be subject

2 to an annual audit by independent public accountants of

3 internationally recognized standing.

4 (b) REPORTS.—The Managing Director shall submit

5 to the President and the Government of Canada, on or

6 before the 90th day following the last day of each fiscal

7 year, a complete and detailed report with respect to the

8 preceding fiscal year, setting forth—

9 (1) a summary of the Bank’s operations for

10 such preceding fiscal year; and

11 (2) the Bank’s financial statements and the

12 opinion with respect thereto prepared by the inde13 pendent public accountants reviewing such state14 ments, and a copy of any report made on an audit

15 conducted under subsection (a).

16 (c) ANNUAL REVIEW.—The board of review estab17 lished under section 113(c) shall review the annual audit

18 conducted under subsection (a) and shall transmit to the

19 President, Congress, and the Government of Canada a re20 port of its findings with such recommendations as the

21 board of review considers appropriate.

22 SEC. 218. AUTHORIZATION OF APPROPRIATIONS.

23 (a) BANK START-UP COSTS.—There is authorized to

24 be appropriated $250,000 to the Secretary for transfer to

25 the Bank for the United States share of the cost of estab-
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1 lishment of the Bank on the date of establishment of the

2 Bank. Such funds shall remain available until expended.

3 (b) DIRECT LOAN COSTS.—There is authorized to be

4 appropriated such sums as necessary for the costs of mak5 ing direct loans under sections 211(g) and 212. For pur6 poses of this subsection, the cost of making a direct loan

7 are the costs described in section 502(5)(B) of Congres8 sional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).

Æ