I

107TH CONGRESS

1ST SESSION H. R. 143

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

JANUARY 3, 2001

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 2001’’.
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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 viability.
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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 and interests of

17 current Seaway employees of the United States and

18 Canada.

19 (5) Enhancement of the competitiveness of the

20 Seaway as a transportation route for world trade.

21 (6) Development of vessel and cargo traffic

22 through the Seaway and expansion of world trade

23 involving the Great Lakes States and Great Lakes

24 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 and supporting agencies with

7 primary responsibility for enforcing marine safety

8 and environmental protection regulations of the

9 United States, Canada, the Great Lakes States, and

10 the Great Lakes Provinces in enforcing such regula11 tions and any additional regulations for the protec12 tion of safety and the environment in the Seaway

13 that are issued by the Corporation and are con14 sistent with such marine safety and environmental

15 protection regulations.

16 (6) Ensuring the orderly transfer to the Cor17 poration of—

18 (A) responsibilities for assets of the United

19 States and Canada on the Seaway; and

20 (B) employees from the SLSDC and the

21 Saint Lawrence Seaway Authority of Canada.

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

23 maintaining, and improving Seaway assets and for

24 financing such operation, maintenance, and improve25 ments.
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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;

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

18 such 5-year period, transmit to the President, Con19 gress, and the Government of Canada a report on all

20 actions by agencies of the United States Government

21 and the Government of Canada which affect the safe

22 and cost-effective operation of vessels through the

23 Seaway, including recommendations for assuming

24 operation of activities of such agencies by the Cor25 poration; and
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1 (12) conduct, or contract with an outside pro2 vider to conduct, a study to determine the feasibility

3 of various options of improving the locks and other

4 navigational facilities on the Seaway.

5 (e) TERM OF OFFICE.—

6 (1) IN GENERAL.—Except as provided in para7 graphs (2) and (3), each member appointed to the

8 Corporate Board by the President or the Govern9 ment of Canada shall serve for a term of 5 years.

10 No person may serve on the Corporate Board for a

11 period of more than 10 years.

12 (2) TERMS OF INITIAL APPOINTEES.—As des13 ignated by the President at the time of appointment,

14 of the members initially appointed under subsection

15 (a)(2)—

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

17 year;

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

19 years;

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

21 years;

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

23 years; and

24 (E) 1 shall be appointed for a term of 5

25 years.
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1 (3) REMOVAL FOR CAUSE.—The President may

2 remove from office for cause, including failure to at3 tend 3 consecutive meetings of the Corporate Board

4 scheduled by the Chairman, a person appointed by

5 the President to serve as a member of the Corporate

6 Board.

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

8 a vacancy occurring before the expiration of the

9 term for which the member’s predecessor was ap10 pointed shall be appointed only for the remainder of

11 that term. A member may serve after the expiration

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

13 office. A vacancy on the Corporate Board shall be

14 filled in the manner in which the original appoint15 ment was made.

16 (f) COMPENSATION AND EXPENSES.—

17 (1) COMPENSATION.—A member of the Cor18 porate Board appointed under subsection (a)(2)(C)

19 shall receive compensation at a rate equivalent to 25

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

21 the Executive Schedule under subchapter II of chap22 ter 53 of title 5, United States Code; except that, if

23 such member is elected Chairman, such member

24 while serving as Chairman may receive such addi25 tional compensation as the Corporate Board deter-
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1 mines appropriate. The Secretary or the designee of

2 the Secretary and members of the Corporate Board

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

4 shall serve without pay.

5 (2) TRAVEL AND SUBSISTENCE EXPENSES.—

6 Each member of the Corporate Board appointed by

7 the President and the Secretary or the designee of

8 the Secretary shall receive reimbursement for actual

9 travel and subsistence expenses incurred in the per10 formance of duties vested in the Corporate Board.

11 (g) MEETINGS.—

12 (1) FREQUENCY.—The Corporate Board shall

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

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

15 not less than once per calendar year.

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

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

18 least 3 of whom shall be members referred to in sub19 sections (a)(1) and (a)(2).

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

21 Board shall be effective unless taken at a meeting at

22 which a quorum of members is present and a major23 ity of those members vote in favor of the action and

24 at which a majority of the members referred to in
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1 subsections (a)(1) and (a)(2) vote in favor of the ac2 tion.

3 (4) TRANSMITTAL OF MINUTES TO PRESIDENT

4 AND GOVERNMENT OF CANADA.—The minutes of

5 each meeting of the Corporate Board shall be trans6 mitted to the President and the Government of Can7 ada not later than 3 days (except Saturdays, Sun8 days, and observed official holidays) after the date

9 of such meeting.

10 (h) VETO BY PRESIDENT.—Actions taken at a meet11 ing of the Corporate Board shall have no effect if, during

12 a period of 10 days (except Saturdays, Sundays, and ob13 served official holidays) after the minutes are transmitted

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

15 meeting’s minutes or any part thereof.

16 SEC. 103. DIRECTOR GENERAL.

17 (a) IN GENERAL.—The Corporation shall have a Di18 rector General who shall serve as chief executive officer

19 of the Corporation. The Director General shall be ap20 pointed by the Corporate Board for a term of 5 years.

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

22 appointed as Director General shall enter into a perform23 ance-based contract with the Corporate Board. The con24 tract shall provide for assessment of performance in terms

25 of each of the following: Safety, reliability, environmental
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1 protection, trade and traffic development, intergovern2 mental cooperation, and management and financial ac3 countability. The specific standards for such assessments

4 shall be established by the Corporate Board. The contract

5 shall incorporate measurable goals as agreed to by the Di6 rector General and the Corporate Board.

7 (c) ANNUAL PERFORMANCE REVIEW.—The Cor8 porate Board shall conduct an annual review of the per9 formance of the Director General. On the basis of the re10 sults of the review, the Corporate Board may take such

11 action as the Corporate Board determines appropriate to

12 award additional compensation as an incentive or take cor13 rective action in accordance with the terms of the contract

14 entered into under subsection (b) with the Director Gen15 eral.

16 SEC. 104. EMPLOYMENT SYSTEM AND PRACTICES.

17 (a) EMPLOYMENT SYSTEM.—The Corporate Board

18 shall establish an employment system for the Corporation.

19 The Corporation employment system shall—

20 (1) be established in accordance with the execu21 tive agreement entered into under section 4 and the

22 provisions of this Act;

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

24 each employee of the Corporation or candidate for

25 employment by the Corporation and the qualifica-
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1 tions and fitness of the employee to hold the position

2 concerned;

3 (3) prohibit discrimination against any person

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

5 religion, sex, age, or disability;

6 (4) be designed to maximize the productivity of

7 officers and employees of the Corporation; and

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

9 for the appropriate transfer and retention of those

10 employees between positions in the competitive serv11 ice and positions under the employment system of

12 the Corporation as provided in section 105.

13 (b) COLLECTIVE BARGAINING RIGHTS.—

14 (1) IN GENERAL.—Subject to sections

15 105(b)(1) and 105(b)(8), employees of the Corpora16 tion shall have—

17 (A) collective bargaining rights;

18 (B) the right to select their collective bar19 gaining representatives; and

20 (C) the right to negotiate with the Cor21 poration as to the laws that apply to such col22 lective bargaining rights.

23 (2) ACCEPTANCE OF REPRESENTATIVE.—The

24 Corporation shall accept the collective bargaining
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1 representative or representatives selected by the em2 ployees of the Corporation under paragraph (1)(B).

3 (c) APPOINTMENT, COMPENSATION, AND DUTIES.—

4 In accordance with the policies established by the Cor5 porate Board under section 102(d) and subject to sections

6 105(b)(1) and 105(b)(3), the Director General may ap7 point, fix the compensation of, and define the authority

8 and duties of, officers, employees, and agents of the Cor9 poration necessary for the management, operation, main10 tenance, and improvement of the Seaway and related fa11 cilities, equipment, and appurtenances.

12 (d) BASIC PAY.—Subject to sections 105(b)(1) and

13 105(b)(3), the Director General shall establish, and from

14 time to time may revise, rates of basic pay for positions

15 and employees of the Corporation.

16 (e) BENEFITS.—Subject to sections 105(b)(1),

17 105(b)(5), and 105(b)(6), the Corporation shall offer its

18 officers and employees a package of benefits which in19 cludes, at a minimum, sick, annual, and holiday leaves,

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

21 voluntary retirement savings program. Any SLSDC em22 ployee who transfers to the Corporation shall continue to

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

24 the employee’s length of service, rate of basic pay, and
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1 other relevant factors, not less than that to which the em2 ployee is entitled immediately prior to the transfer.

3 (f) PERFORMANCE REVIEW.—The Director General

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

5 review of job performance of an employee of the Corpora6 tion.

7 (g) JOB LOCATION ASSIGNMENT.—

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

9 assign officers and employees of the Corporation to

10 facilities and installations in a manner that pro11 motes the maximum productivity of the employees

12 and operational efficiency of the Corporation.

13 (2) IMMIGRATION AND LABOR DOCUMENTA14 TION.—The Corporation shall work with the Min15 istry of Citizenship and Immigration of the Govern16 ment of Canada to secure, as expeditiously as pos17 sible, the necessary permits and documentation to

18 allow employees of the Corporation who are citizens

19 of the United States or aliens lawfully admitted for

20 permanent residence in the United States to work at

21 facilities in Canada.

22 SEC. 105. SLSDC EMPLOYEES.

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

24 date of operation, the President shall ensure that the Cor25 porate Board has established arrangements to protect the
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1 employment interests of SLSDC employees who transfer

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

3 such date. These arrangements shall include provisions—

4 (1) which ensure that the Corporation will

5 adopt labor agreements in accordance with the pro6 visions of subsection (b)(1);

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

8 employees who agree to transfer to the Corporation

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

10 period beginning on the date of operation except in

11 cases of reassignment, separation for cause, resigna12 tion, or retirement;

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

14 pay to SLSDC employees who transfer to the Cor15 poration (except in cases of separation for cause,

16 resignation, or retirement) for 3 years beginning on

17 the date of operation as provided in subsection

18 (b)(3); and

19 (4) for credit during the 3-year period begin20 ning on the date of operation for accrued annual

21 and sick leave and seniority rights which have been

22 accrued during the period of Federal employment by

23 SLSDC employees who transfer to the Corporation.

24 (b) TRANSFER TO CORPORATION.—

25 (1) LABOR AGREEMENTS.—
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1 (A) ADOPTION.—The Corporation shall

2 adopt all labor agreements involving SLSDC

3 employees that are in effect on the day before

4 the date of operation. Such agreements shall re5 main in effect for the 3-year period beginning

6 on such date unless the agreement provides for

7 a shorter duration or the parties agree to the

8 contrary before the expiration of such 3-year

9 period. Such agreements shall be renegotiated

10 during the 3-year period unless the parties

11 agree otherwise.

12 (B) CONTINUATION.—The arrangements

13 made pursuant to this section shall assure that

14 (i) transferred SLSDC employees retain all col15 lective bargaining rights that they have on the

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

17 exclusive representative for such employees is

18 recognized by the Corporation. In this para19 graph, the term ‘‘exclusive representative’’ has

20 the meaning such term has under section 7104

21 of title 5, United States Code.

22 (C) ADDITIONAL RIGHTS.—Notwith23 standing any other provision of law, any

24 SLSDC employee who transfers to the Corpora25 tion shall have the right to negotiate through
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1 the exclusive representative for salary and bene2 fits in addition to those provided for under sec3 tion 104 if, on the day before the date of oper4 ation, such employee is—

5 (i) covered by a labor agreement; and

6 (ii) employed by the United States

7 and paid under the General Schedule

8 under section 5332 of title 5, United

9 States Code.

10 (2) RIGHTS OF TERMINATED SLSDC EMPLOY11 EES.—Any transferred SLSDC employee whose em12 ployment with the Corporation is terminated during

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

14 shall be entitled to all rights and benefits to be pro15 vided by the Corporation that are similar to those

16 such employee would have had under Federal law if

17 termination had occurred immediately before such

18 date.

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

20 transfers to the Corporation shall continue to receive

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

22 employee was entitled immediately prior to the

23 transfer unless the Corporation places the employee

24 in a position within the Corporation which is of a

25 lower grade. Subject to paragraph (1), during the 3-
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1 year period beginning on the date of operation, the

2 basic pay of such employees shall be adjusted for

3 changes in the Consumer Price Index of All Urban

4 Consumers published by the Department of Labor.

5 After such period, the basic pay of such employees

6 shall be consistent with the pay structure established

7 by the Corporation through collective bargaining.

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

9 Any SLSDC employee who transfers to the Corpora10 tion shall not be entitled to lump-sum payment for

11 unused annual leave under section 5551 of title 5,

12 United States Code, but shall be credited by the

13 Corporation with the unused annual leave balance on

14 the date of operation, along with any unused sick

15 leave balance on such date. Subject to paragraph

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

17 of operation, such employees shall be entitled to an18 nual leave accruing at the rate specified in section

19 6303 of such title; limitation on annual leave accu20 mulation specified in section 6304 of such title; sick

21 leave accruing at the rate (and limitation on accu22 mulation of such leave) specified in section 6307 of

23 such title; and observed official holidays specified in

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

25 sick, and holiday leaves and voluntary retirement
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1 savings plan benefits shall be specified in the bene2 fits packages established under section 104(e).

3 (5) BENEFITS.—Any SLSDC employee who

4 transfers to the Corporation and who, on the day be5 fore the date of operation, is eligible for health bene6 fits provided under section 8905 of title 5, United

7 States Code, or life insurance provided under section

8 8702 of such title may, so long as continually em9 ployed by the Corporation without a break in serv10 ice, continue to be eligible to participate in such

11 health benefits or insurance program. Employment

12 by the Corporation without a break in continuity of

13 service shall be considered employment by the

14 United States for purposes of such sections; except

15 that if the employee elects, during the 3-year period

16 beginning on the date of operation, to participate in

17 the health benefits or life insurance program estab18 lished by the Corporation under section 104(e), the

19 employee may participate in such program in lieu

20 of continuing to be treated as an employee of the

21 United States for purposes of section 8905 or 8702

22 of such title, as appropriate. If the employee con23 tinues to be so treated, the Corporation shall be the

24 employing agency for purposes of section 8905 or

25 8702 of such title, as appropriate, and shall con-
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1 tribute to the Employees Health Benefits Fund pur2 suant to section 8909 of such title or the Employees’

3 Life Insurance Fund pursuant to section 8714 of

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

5 by such sections.

6 (6) RETIREMENT.—Any SLSDC employee who

7 transfers to the Corporation and who, on the day be8 fore the date of operation, is subject to subchapter

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

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

11 employed by the Corporation without a break in

12 service, continue to be subject to such subchapter or

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

14 Corporation without a break in continuity of service

15 shall be considered to be employment by the United

16 States for purposes of such subchapter and chapter;

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

18 period beginning on the date of operation, to partici19 pate in the retirement program established by the

20 Corporation under section 104(e), the employee may

21 participate in such program in lieu of continuing to

22 be treated as an employee of the United States for

23 purposes of such subchapter or chapter. If the em24 ployee continues to be so treated, the Corporation

25 shall be the employing agency for purposes of such
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1 subchapter and chapter and shall contribute to the

2 Civil Service Retirement and Disability Fund or the

3 Thrift Savings Fund, as appropriate, such sums as

4 are required by such subchapter and chapter.

5 (7) ACCESS TO RECORDS.—The Corporation

6 shall allow representatives of the Secretary adequate

7 access to SLSDC employees who transfer to the

8 Corporation and their employment records when

9 needed for the performance of functions related to

10 the period before the date of operation. The Sec11 retary shall provide the Corporation access to em12 ployment records of transferring SLSDC employees

13 for appropriate purposes.

14 (8) APPLICABILITY OF UNITED STATES

15 LAWS.—

16 (A) IN GENERAL.—During the 3-year pe17 riod beginning on the date of operation, any

18 labor dispute or grievance involving a trans19 ferred SLSDC employee or a replacement for

20 such an employee shall be resolved in accord21 ance with laws of the United States.

22 (B) JURISDICTION OF CIVIL ACTIONS.—

23 (i) JURISDICTION.—The United

24 States district courts shall have original

25 and exclusive jurisdiction of any civil ac-
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1 tion brought in the United States by or

2 against the Corporation involving a labor

3 dispute or grievance described in subpara4 graph (A).

5 (ii) VENUE.—For purposes of section

6 1391(b) of title 28, United States Code,

7 the Corporation shall be deemed to be a

8 resident of the judicial district in which the

9 principal office of the Corporation in the

10 United States, or its agent appointed for

11 the purpose of accepting service or notice

12 of service, is located.

13 (c) SEPARATED SLSDC EMPLOYEES.—Any SLSDC

14 employee who does not transfer to the Corporation and

15 who does not otherwise remain a United States employee

16 shall be entitled to all rights and benefits available under

17 Federal law for separated United States employees, except

18 that severance pay shall not be payable to any SLSDC

19 employee who does not accept an offer of employment

20 from the Corporation of work substantially similar to that

21 performed for the United States.

22 (d) REINSTATEMENT.—Notwithstanding the service

23 requirement for career tenure established by section

24 315.401(b) of title 5, Code of Federal Regulations (as in
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1 effect on June 1, 1999), there shall be no time limit on

2 the reinstatement eligibility of—

3 (1) any separated SLSDC employee whose em4 ployment is terminated as a result of the termi5 nation of the SLSDC and who does not transfer to

6 the Corporation; and

7 (2) any SLSDC employee who transfers to the

8 Corporation.

9 SEC. 106. CONFLICTS OF INTEREST.

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

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

12 behalf of the Corporation, there shall be inserted an ex13 press condition that no member of the Corporate Board

14 and no officer or employee of the Corporation shall derive

15 any personal financial or other benefit therefrom.

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

17 of the Corporation shall inure to the benefit of any mem18 ber of the Corporate Board or any officer or employee of

19 the Corporation, except as reasonable compensation for

20 services or reimbursement for expenses.

21 SEC. 107. ACQUISITION OF PROPERTY BY SECRETARY.

22 Upon request of the Corporation, the Secretary—

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

24 by purchase, lease, condemnation, or donation such

25 real and personal property and any interest therein
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1 if the Secretary considers such acquisition necessary

2 for the Corporation to conduct its business; and

3 (2) shall transfer such property or interest to

4 the Corporation if the Corporation pays the costs of

5 acquiring such property or interest, including any

6 reasonable transaction cost associated with such ac7 quisition.

8 SEC. 108. CORPORATE POWERS.

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

10 its functions under this Act, the Corporation shall have

11 the following powers:

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

13 (2) To adopt and use a corporate seal, which

14 shall be judicially noticed.

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

16 in the United States to the same extent as the

17 United States Government and in Canada to the

18 same extent as the Government of Canada.

19 (4) To indemnify members of the Corporate

20 Board and officers, employees, and agents of the

21 Corporation for liabilities and expenses incurred

22 within the scope of their employment by the Cor23 poration.

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

25 and regulations which shall—
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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 (6) To make and carry out such contracts or

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

10 (7) To issue bonds from time to time in its dis11 cretion for public purposes, including the purposes

12 of paying all or any part of the cost of Saint Law13 rence Seaway improvements, construction, and reha14 bilitation, and the acquisition of real and personal

15 property, including operating equipment for the Sea16 way. Such bonds may not constitute a debt of the

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

18 States or Great Lakes Provinces. The payment of

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

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

21 the Great Lakes States or Great Lakes Provinces.

22 Such bonds may be secured by the revenues of the

23 Corporation generally or exclusively from the income

24 and revenues of designated projects whether or not
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1 they are financed in whole or part from the proceeds

2 of such bonds.

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

4 such real and personal property and any interest

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

6 such real and personal property, as the Corporate

7 Board considers necessary for the conduct of its

8 business.

9 (9) To use, when the Corporate Board deter10 mines that it is practicable, efficient, and cost-effec11 tive to do so, with the consent of the United States,

12 Canada, and the agency or government concerned,

13 and on a reimbursable basis, services, records, facili14 ties, or personnel of any Federal, State, Provincial,

15 or local government agency or instrumentality to

16 perform functions on behalf of the Corporation.

17 (10) To determine the character of, and the ne18 cessity for, its obligations and expenditures, and the

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

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

21 agreement entered into under section 4.

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

23 and fees for purposes of financing operation and

24 maintenance of, and infrastructure improvements to,

25 the Seaway.
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1 (12) To provide services and facilities necessary

2 for the operation and maintenance of the Seaway,

3 including providing, at reasonable prices, services to

4 vessels using the Seaway and to visitors to the Sea5 way and to retain all revenues derived from such

6 services and facilities.

7 (13) To provide, through contract or self-insur8 ance, for liability insurance and insurance against

9 loss incurred in connection with property, assets,

10 and operations of the Corporation.

11 (14) To invest funds not needed in its oper12 ations in such obligations as it shall determine to be

13 prudent and appropriate.

14 (15) To invest funds held by it for pension or

15 similar purposes in any appropriate marketable se16 curities.

17 (16) To enter into interagency agreements with

18 agencies of the United States, Canada, the Great

19 Lakes States, and the Great Lakes Provinces for the

20 purposes of coordinating joint operations in the Sea21 way, facilitating movement of vessels through the

22 Seaway, and facilitating and supporting enforcement

23 of safety and environmental regulations issued by

24 such agencies.
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1 (17) To accept such amounts as may be trans2 ferred to the Corporation under section 9505(c)(1)

3 of the Internal Revenue Code of 1986 (relating to

4 expenditures from the Harbor Maintenance Trust

5 Fund), except that such amounts shall be available

6 only for the purpose of operating and maintaining

7 those works which the Corporation is obligated to

8 operate and maintain under section 101.

9 (b) AVAILABILITY OF AMOUNTS.—Amounts credited

10 under subsection (a)(17) shall be available to pay any obli11 gation or expense of the Corporation under this Act, ex12 cept as specifically provided in subsection (a).

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

14 purposes for which amounts may be paid from the Harbor

15 Maintenance Trust Fund shall include the purpose re16 ferred to in subsection (a)(17).

17 SEC. 109. OWNERSHIP OF ASSETS.

18 The executive agreement entered into under section

19 4 shall include, at a minimum, the following terms and

20 conditions concerning the ownership of assets of the

21 United States and Canada on the Saint Lawrence Seaway

22 on and after the date of operation:

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

24 the Government that holds title to the asset on the
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1 day before such date, unless a transfer to the Cor2 poration is specifically authorized by law.

3 (2) Title to any other asset held by the Govern4 ment on the day before such date shall be trans5 ferred to the Corporation on such date.

6 (3) Title to any asset acquired, or any improve7 ment made to any fixed asset described in paragraph

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

9 United States or Canada, after such date shall be

10 vested in the Corporation.

11 SEC. 110. TRANSFER OF RIGHTS, LIABILITIES, AND OBLIGA12 TIONS.

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

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

15 obligations (tangible and incorporeal, present and execu16 tory) of the SLSDC on the date of operation, including

17 leases, permits, licenses, contracts, agreements, claims,

18 tariffs, accounts receivable, accounts payable, and litiga19 tion relating to such rights and obligations, regardless

20 whether judgment has been entered, damages awarded, or

21 appeal taken.

22 (b) EXCEPTIONS.—The procedure for disputes reso23 lution contained in any contract entered into on behalf of

24 the United States before the date of operation shall con25 tinue to govern the performance of the contract unless
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1 otherwise agreed to by the parties to the contract. Claims

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

3 United States as the owner and operator of the Saint Law4 rence Seaway, arising before the date of operation shall

5 be adjudicated as if the agreement had not been entered

6 into.

7 (c) PAYMENTS INTO EMPLOYEES’ COMPENSATION

8 FUND.—The Corporation shall remain responsible for re9 imbursing the Employees’ Compensation Fund, pursuant

10 to section 8147 of title 5, United States Code, for com11 pensation paid or payable after the date of operation in

12 accordance with chapter 81 of such title with regard to

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

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

15 on such date.

16 (d) RETIREMENT OBLIGATIONS.—

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

18 year after the date of operation, the Corporation

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

20 be deposited to the credit of the Civil Service Retire21 ment and Disability Fund, an amount determined by

22 the Office of Personnel Management to represent

23 the actual added costs incurred by the Fund due to

24 discontinued service retirement under section

25 8336(d)(1) of title 5, United States Code, of SLSDC
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1 employees who elect not to transfer to the Corpora2 tion.

3 (2) UNFUNDED LIABILITY.—

4 (A) PAYMENT TO TREASURY.—Not later

5 than 1 year after the date of operation, the

6 Corporation shall pay to the Treasury of the

7 United States, to be deposited to the credit of

8 the Civil Service Retirement and Disability

9 Fund, an amount determined by the Office of

10 Personnel Management to represent the present

11 value of the difference between—

12 (i) the future cost of benefits payable

13 from the Fund and due the employees cov14 ered by section 105(b)(6) that are attrib15 utable to the period of employment fol16 lowing the date of operation; and

17 (ii) the contributions made by the em18 ployees and the Corporation under section

19 105(b)(6).

20 (B) CONSIDERATION OF INTEREST IN DE21 TERMINING AMOUNT DUE.—In determining the

22 amount due under subparagraph (A), the Office

23 of Personnel Management shall take into con24 sideration the actual interest such amount can
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1 be expected to earn when invested in the Treas2 ury of the United States.

3 SEC. 111. CONTINUATION OF REGULATIONS AND AGREE4 MENT.

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

6 shall become regulations of the Corporation on the date

7 of operation and shall remain in effect until modified or

8 revoked by the Corporate Board in accordance with proce9 dures of the Corporate Board.

10 (b) AGREEMENT.—Any agreement between the

11 SLSDC and any other Federal agency in effect on the

12 date of operation shall be treated as an agreement between

13 the Corporation and such Federal agency and shall remain

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

15 agreement.

16 SEC. 112. TRANSFER OF UNEXPENDED BALANCES OF AP17 PROPRIATIONS.

18 On the date of operation, all unexpended balances of

19 appropriations, authorizations, allocations, and other

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

21 to be made available in connection with any of the func22 tions of the SLSDC are transferred to the Corporation,

23 except that no such unexpended balances transferred shall

24 be used for purposes other than those for which the appro25 priation was originally made.
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1 SEC. 113. AUDITS AND REPORTS.

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

3 of the Corporation shall be maintained in accordance with

4 generally accepted accounting principles and shall be sub5 ject to an annual audit by independent public accountants

6 of internationally recognized standing.

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

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

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

10 a complete and detailed report with respect to the pre11 ceding fiscal year, setting forth—

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

13 for such preceding fiscal year; and

14 (2) the Corporation’s financial statements and

15 the opinion with respect thereto prepared by the

16 independent public accountants reviewing such state17 ments and a copy of any report made on an audit

18 conducted under subsection (a).

19 (c) BOARD OF REVIEW.—

20 (1) ESTABLISHMENT.—The Corporation shall

21 have a board of review which shall be composed of

22 6 members. Three members of the board of review

23 shall be appointed by the President from a list of

24 candidates submitted to the President by the Comp25 troller General of the United States and 3 members

26 shall be appointed by the Government of Canada.
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1 (2) ANNUAL AUDIT.—The board of review shall

2 review the annual audit conducted under subsection

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

4 and the Government of Canada a report of its find5 ings with such recommendations as the board of re6 view considers appropriate.

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

8 Effective on the date of operation, sections 1 through

9 13 of the Act of May 13, 1954, commonly referred to as

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

11 repealed.

12 SEC. 115. AUTHORIZATION OF APPROPRIATIONS.

13 (a) TRANSITIONAL.—There is authorized to be appro14 priated $200,000 to the Secretary for transfer to the Cor15 poration for the United States share of the cost of estab16 lishment of the Corporation before the date of operation.

17 Such funds shall remain available until expended.

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

19 to be appropriated to the Secretary for transfer to the

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

21 equitable contribution of the United States toward estab22 lishment and operation of the Corporation for each of the

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

24 meeting of the Corporate Board under this Act. Such

25 funds shall remain available until expended.
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1 TITLE II—GREAT LAKES

2 DEVELOPMENT BANK

3 SEC. 201. ESTABLISHMENT AND STATUS OF BANK.

4 (a) ESTABLISHMENT.—Pursuant to the executive

5 agreements entered into under section 4, the President

6 shall facilitate the establishment of the Great Lakes De7 velopment Bank.

8 (b) CHARTER.—Effective on the date of establish9 ment of the Bank, Congress of the United States charters

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

11 or modify the charter.

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

13 instrumentality of the United States.

14 SEC. 202. FUNCTIONS OF BANK.

15 The Bank shall be responsible for providing, on the

16 basis of business and financial principles and taking into

17 consideration equity between Canada and the United

18 States, loans and other assistance and technical and man19 agement assistance in accordance with section 206 to pub20 lic and private entities that are involved in maritime trans21 portation in the Great Lakes States and Great Lakes

22 Provinces and shall give priority, in providing such loans

23 and assistance, to the Corporation for making infrastruc24 ture improvements to the Saint Lawrence Seaway. Such

25 assistance may be for 1 or more of the following purposes:
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1 (1) Providing increased financing flexibility for

2 maritime commerce-related infrastructure invest3 ment on the Great Lakes and the Seaway.

4 (2) Increasing the number of financially feasible

5 projects that are eligible for assistance under section

6 206.

7 (3) Expediting the commencement and comple8 tion of eligible projects.

9 (4) Establishing service by persons holding

10 themselves out to the general public to provide

11 transportation by water of passengers or property

12 between ports in the Great Lakes States or Great

13 Lakes Provinces and ports in other countries.

14 (5) Increasing maritime commerce-related in15 frastructure investment by the Great Lakes States,

16 Great Lakes Provinces, and political subdivisions of

17 such States or Provinces.

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

19 (A) modernization of maritime facilities on

20 the Great Lakes and the Seaway;

21 (B) improvement of the competitiveness of

22 the Great Lakes-Saint Lawrence Seaway sys23 tem as a transportation route for world trade;

24 and
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1 (C) increasing, or increasing diversification

2 of, vessel and cargo traffic through the Seaway

3 and to and from the Great Lakes.

4 SEC. 203. OPERATIONAL PRINCIPLES.

5 The Bank shall conduct its operations in accordance

6 with the following principles:

7 (1) The Bank may not provide any financial as8 sistance for which in the opinion of the Bank Board

9 sufficient capital could be obtained on reasonable

10 terms from private markets.

11 (2) The Bank may not impose conditions that

12 the proceeds of any assistance it provides will be

13 spent within the jurisdictional boundaries of a par14 ticular country, State, province, or locality.

15 (3) The Bank may not assume the management

16 responsibility for any project for which it provides

17 assistance, except in the process of liquidating prop18 erties acquired as collateral for loans and other as19 sistance.

20 (4) The Bank may provide assistance only on

21 terms and conditions that the Bank Board considers

22 appropriate, taking into account the requirements of

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

24 and the terms and conditions normally obtained by
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1 private persons or organizations for providing simi2 lar assistance.

3 (5) For the purpose of obtaining additional

4 funds to provide financial assistance under this title,

5 the Bank may sell assets it acquires in the course

6 of providing assistance under this title whenever the

7 Bank determines it can do so on appropriate and

8 satisfactory terms.

9 (6) The Bank shall diversify its investment

10 portfolio.

11 SEC. 204. BOARD OF DIRECTORS.

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

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

14 with respect to the initial Bank Board, members of the

15 Bank Board shall be elected by members of the Bank in

16 accordance with the bylaws of the Bank.

17 (b) INITIAL BOARD.—

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

19 Board shall be composed of 16 members as follows:

20 (A) 1 member appointed by each of the

21 Governors of the Great Lakes States; and

22 (B) 8 members appointed or otherwise des23 ignated by the Government of Canada.
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1 (2) SPECIAL DUTIES.—In addition to the duties

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

3 responsible for—

4 (A) incorporating the Bank in the United

5 States and Canada;

6 (B) establishing an organizational struc7 ture for the Bank;

8 (C) establishing management and oper9 ational policies of the Bank;

10 (D) identifying and actively recruiting po11 tential members to join the Bank; and

12 (E) preparing for and carrying out the or13 derly transition of the initial Bank Board to the

14 Bank Board as provided in paragraph (4).

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

16 shall serve without pay.

17 (4) TRANSITION TO BANK BOARD.—The term

18 of all members of the initial Bank Board shall termi19 nate on the day that the results of the first election

20 of members of the Bank Board are certified.

21 (5) CONDITIONS FOR TRANSITION.—Transition

22 from the initial Bank Board to the Bank Board

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

24 the Government of Canada, a sufficient number of

25 members have joined the Bank and such members
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1 have contributed an adequate amount of capital to

2 the Bank to make the Bank a financially viable or3 ganization. Such transition may only occur after

4 there are 10 or more Bank members and the aggre5 gate of their subscription to the Bank’s capital stock

6 is $80,000,000 or more.

7 (c) DUTIES.—The Bank Board shall—

8 (1) evaluate and, if necessary, modify the orga9 nizational structure of the Bank established by the

10 initial Bank Board;

11 (2) evaluate and, if appropriate, revise the man12 agement and operational policies of the Bank;

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

14 opportunity for participation by interested persons

15 and governmental entities, such bylaws, rules, and

16 regulations as may be necessary or appropriate to

17 conduct business of the Bank;

18 (4) ensure that the functions of the Bank de19 scribed in section 202 are carried out;

20 (5) develop and ensure compliance with a code

21 of ethics for the Bank and its officers and employ22 ees;

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

24 admitting members to the Bank;
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1 (7) ensure that Bank members will fulfill their

2 obligations when the Bank Board makes a call for

3 capital to meet the Bank’s obligations to its credi4 tors;

5 (8) approve calls on members’ callable capital

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

7 its creditors;

8 (9) declare and pay dividends when the Bank

9 Board determines that it is advisable;

10 (10) approve proposals for loans and other as11 sistance;

12 (11) appoint and fix the compensation of the

13 Managing Director;

14 (12) prepare and transmit to the President,

15 Congress, the Government of Canada, and Bank

16 members an annual business-type budget program

17 that—

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

19 (B) contains estimates of the financial con20 dition and operations of the Bank for the cur21 rent and following fiscal years and the financial

22 condition and results of such operations in the

23 preceding fiscal year;

24 (C) contains statements of the financial

25 condition, income and expense, and sources and
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1 use of money, an analysis of surplus or deficit,

2 and additional statements and information to

3 make known the financial condition and oper4 ations of the Bank, including estimates of oper5 ations by major activities, administrative ex6 penses, loans, borrowings, and capital reserves

7 needed to cover loan and lease losses; and

8 (D) provides for emergencies and other

9 contingencies so that the Bank may carry out

10 its responsibilities; and

11 (13) prepare and transmit to the President,

12 Congress, the Government of Canada, and Bank

13 members an annual management report which

14 includes—

15 (A) a statement of financial position;

16 (B) a statement of operations;

17 (C) a statement of cash flows;

18 (D) a reconciliation to the budget program

19 of the Bank, if applicable;

20 (E) a statement on the internal accounting

21 and administrative control systems being imple22 mented by the Managing Director;

23 (F) the report resulting from the annual

24 audit of the financial statements of the Bank
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1 conducted by independent public accountants

2 under section 217; and

3 (G) any other comments and information

4 necessary to inform the President, Congress,

5 the Government of Canada, and Bank members

6 about the operations and financial condition of

7 the Bank.

8 SEC. 205. MANAGING DIRECTOR.

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

10 Director who shall serve as chief executive officer of the

11 Bank.

12 (b) DUTIES.—In accordance with the policies estab13 lished by the Bank Board under section 204, the Man14 aging Director shall be responsible for—

15 (1) the day-to-day operations of the Bank;

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

17 defining the authority and duties of, officers, em18 ployees, and agents of the Bank necessary for the

19 management and operation of the Bank;

20 (3) assisting the Great Lakes and Saint Law21 rence Seaway maritime community in meeting its in22 vestment financing needs;

23 (4) presenting proposals for loans and other as24 sistance of the Bank to the Bank Board for its con25 sideration and approval; and
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1 (5) ensuring that potential clients in the Great

2 Lakes States and Great Lakes Provinces are aware

3 of the programs and services offered by the Bank.

4 SEC. 206. FORMS OF ASSISTANCE.

5 (a) FINANCIAL ASSISTANCE.—

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

7 or other assistance to a public or private entity for

8 carrying out a project eligible for assistance under

9 this title.

10 (2) INTEREST AND FEES.—The Bank shall es11 tablish and collect—

12 (A) interest for making loans under this

13 title at rates, and

14 (B) fees for providing other assistance

15 under this title,

16 that the Bank Board determines appropriate.

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

18 and other assistance provided under this title with

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

20 (A) 75 percent of the cost of carrying out

21 the project; or

22 (B) 90 percent of the difference between

23 such cost and the amount of loans and other

24 assistance obtained for carrying out the project

25 from other sources.
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1 (4) SUBORDINATION.—The amount of any loan

2 or other assistance provided under this title for a

3 project may be subordinated to any other debt fi4 nancing for the project.

5 (b) TECHNICAL AND MANAGEMENT ASSISTANCE.—

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

7 technical or management assistance with respect to a

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

9 such assistance may be financed as part of any financial

10 assistance provided under this title with respect to the

11 project.

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

13 term ‘‘other assistance’’ means the use of Bank funds to—

14 (1) guarantee, in whole or in part, loans made

15 by private investors through commercial investment

16 channels;

17 (2) provide credit enhancements;

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

19 instrument financing;

20 (4) subsidize interest rates;

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

22 credit instruments;

23 (6) finance purchase and lease agreements;

24 (7) provide bond or debt financing instrument

25 security; and
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1 (8) provide other forms of debt financing and

2 methods of leveraging funds that relate to the

3 project with respect to which such assistance is

4 being provided.

5 SEC. 207. ELIGIBLE PROJECTS.

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

7 title loans and other assistance only with respect to

8 projects that directly or indirectly improve the efficiency

9 or competitiveness of the Great Lakes or the Saint Law10 rence Seaway as a transportation route in maritime com11 merce. Such projects may include—

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

13 facilities to accommodate a greater percentage of the

14 world’s commercial vessel fleet;

15 (2) dredging to maintain or widen or deepen

16 navigational channels in the Great Lakes and the

17 Seaway;

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

19 appurtenant facilities (including cranes and termi20 nals) in the Great Lakes and the Seaway;

21 (4) construction of warehouses and other mari22 time commerce-related development in the Great

23 Lakes and the Seaway region; and

24 (5) construction, major conversion, and mod25 ernization of commercial passenger or cargo vessels
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1 that will be used in maritime commerce and will re2 sult in a higher level of, or more diverse, vessel traf3 fic in or through the Great Lakes-Saint Lawrence

4 Seaway system.

5 (b) ELIGIBILITY OF PLANNING, ENGINEERING, DE6 SIGN, AND LAND ACQUISITION COSTS.—Costs of plan7 ning, engineering, design, and land acquisition in connec8 tion with any project described in subsection (a) shall be

9 eligible costs for which the Bank may provide loans and

10 other assistance under this title.

11 SEC. 208. CONDITIONS ON ASSISTANCE.

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

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

14 maritime commerce in the Great Lakes and the Saint

15 Lawrence Seaway region with respect to a project eligible

16 for assistance under section 207 only if—

17 (1) the entity is the Corporation; or

18 (2)(A) the entity is a member of the Bank; and

19 (B) the project will be carried out, or the entity

20 is registered to do business, within the jurisdictional

21 boundaries of a State or Province of Canada that is

22 a member of the Bank.

23 (b) PROCUREMENT.—The Bank may provide assist24 ance under this title to a private or public entity only if

25 the entity agrees, in writing, that no contract for pro-
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1 curing goods or services necessary for the planning, de2 sign, development, and construction of the project for

3 which such assistance is being provided will be awarded

4 to any person or governmental entity (other than the

5 United States) unless such person or governmental entity,

6 or the political subdivision in which such person is located

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

8 provides such other assurances as the Bank may require

9 to ensure that such agreement will be fulfilled.

10 SEC. 209. BANK REQUIREMENTS.

11 In carrying out its functions under this title, the

12 Bank Board shall—

13 (1) ensure that the Bank maintains on a con14 tinuing basis an investment grade rating on its debt

15 issuances or has a sufficient level of bond or debt fi16 nancing instrument insurance to maintain the viabil17 ity of the Bank;

18 (2) ensure that income generated by the Bank

19 will be—

20 (A) credited to the Bank;

21 (B) available for use in providing loans

22 and other assistance to projects eligible for as23 sistance from the Bank; and

24 (C) invested in (i) government securities

25 that are backed by the full faith and credit of
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1 the United States, any State or political sub2 division of any State, Canada, or any Province

3 of Canada or political subdivision of any Prov4 ince of Canada, (ii) bank deposits, or (iii) such

5 other financing instruments as the Bank Board

6 may approve to earn interest to enhance the

7 leveraging of projects assisted by the Bank;

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

9 bear interest at or below market rates, as deter10 mined appropriate by the Bank Board, to make the

11 project that is the subject of the loan feasible;

12 (4) ensure that repayment of such loan will

13 commence not later than 1 year after the date of

14 completion of the project or the facility is open to

15 maritime traffic, whichever is later; and

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

17 will not exceed 25 years beginning on the date on

18 which the first payment is due on the loan.

19 SEC. 210. BANK CORPORATE POWERS.

20 For the purpose of carrying out its functions under

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

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

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

24 (3) To sue and be sued in its corporate name.
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1 (4) To admit members to the Bank under the

2 procedures and conditions established under section

3 204(c)(6).

4 (5) To indemnify members of the Bank Board

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

6 liabilities and expenses incurred within the scope of

7 their employment by the Bank.

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

9 and regulations which shall—

10 (A) govern the manner in which its busi11 ness will be conducted and the powers vested in

12 it will be exercised; and

13 (B) be made after notice and opportunity

14 for participation by interested persons and gov15 ernmental entities.

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

17 agreements as are necessary or advisable in the con18 duct of its business.

19 (8) To issue bonds from time to time in its dis20 cretion for public purposes if such bonds do not con21 stitute a debt of the United States, Canada, any

22 State, or any Province of Canada and if the pay23 ment of principal of, and interest on, such bonds is

24 not guaranteed by the United States, Canada, any

25 State, or Province of Canada.
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1 (9) To acquire, by purchase, lease, or donation,

2 such real and personal property and any interest

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

4 such real and personal property, as the Bank Board

5 considers necessary for the conduct of its business.

6 (10) To determine the character of, and the ne7 cessity for, its obligations and expenditures, and the

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

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

10 agreement entered into under section 4.

11 (11) To retain and use all its revenues for pur12 poses of financing Bank operations.

13 (12) To provide, through contract or self-insur14 ance, for liability insurance and insurance against

15 loss incurred in connection with property, assets,

16 and operations of the Bank.

17 (13) To guarantee securities for which it has

18 provided assistance in order to facilitate their sale.

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

20 (15) To exercise such other powers incidental to

21 its business as shall be necessary or appropriate to

22 carry out its functions under section 202.

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

24 and other operations in such obligations as it shall

25 determine to be prudent and appropriate.
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1 (17) To invest funds held by it for pension or

2 similar purposes in any appropriate marketable se3 curities.

4 (18) To fix the compensation of Bank Board

5 members.

6 SEC. 211. BANK MEMBERSHIP.

7 (a) IN GENERAL.—A person, including a govern8 mental entity (other than the United States and the Cor9 poration), may become a member of the Bank if such per10 son complies with the procedures and conditions estab11 lished by the Bank Board under section 204(c)(6) and

12 meets the subscription requirements of this section.

13 (b) SUBSCRIPTION OF SHARES.—

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

15 Bank, a person shall subscribe to such minimum

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

17 Bank Board may establish.

18 (2) ADDITIONAL.—

19 (A) IN GENERAL.—When there are unsub20 scribed shares of the Bank’s capital stock or an

21 increase in the capital stock is approved under

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

23 under conditions established by the Bank

24 Board, to an amount of increased shares of
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1 capital stock that does not exceed the amount

2 determined by multiplying—

3 (i) the amount of such unsubscribed

4 or increased shares, by

5 (ii) the ratio of the shares of capital

6 stock of the Bank owned by such member

7 on the day before such increase bears to

8 the aggregate shares of such stock owned

9 by all members of the Bank on such day.

10 (B) AVAILABILITY TO NONMEMBERS.—The

11 shares of capital stock that members do not

12 subscribe to under subparagraph (A) may be

13 made available by the Bank for subscription to

14 persons and governmental entities (other than

15 the United States) who are not members of the

16 Bank but who intend to become members of the

17 Bank.

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

19 The subscription of each member of the Bank shall be di20 vided into 2 parts as follows:

21 (1) 15 percent shall be paid-in cash or cash

22 equivalent.

23 (2) The remaining 85 percent shall be subject

24 to call by the Bank when required to meet the obli25 gations of the Bank to its creditors.
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1 (d) CALLABLE CAPITAL.—Capital of members of the

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

3 with each member providing a share of the funds being

4 called which corresponds to its ownership share in the

5 Bank on the date of the call.

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

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

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

9 subscribed to by the member.

10 (f) RESTRICTIONS ON ISSUANCE, TRANSFER, AND

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

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

13 pledged or encumbered in any manner by the members

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

15 by its members.

16 (g) AUTHORIZED CAPITALIZATION.—

17 (1) IN GENERAL.—The authorized capitaliza18 tion of the Bank shall be $2,000,000,000. Subject to

19 section 212, the United States and Canada shall

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

21 loans. The authorized capital stock of the Bank shall

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

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

24 shares shall be available only for subscription by

25 members of the Bank.
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1 (2) INCREASED CAPITAL STOCK.—The capital

2 stock of the Bank may be increased when the Bank

3 deems it advisable by a majority vote of members of

4 the Bank.

5 SEC. 212. UNITED STATES PARTICIPATION.

6 (a) PROHIBITION ON CAPITAL STOCK SUBSCRIP7 TION.—The United States and the Corporation may not

8 subscribe to shares of capital stock of the Bank.

9 (b) DIRECT LOAN.—Subject to advance appropria10 tions, the Secretary shall make a direct loan to the Bank

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

12 (1) the Bank is properly incorporated and char13 tered in the United States and Canada;

14 (2) the Bank has established reasonable condi15 tions for admitting members to the Bank, taking

16 into consideration the financial strength of the po17 tential members and the requirements of the Bank

18 to remain financially viable; and

19 (3) the Government of Canada is making a

20 similar loan to the Bank.

21 (c) AGREEMENT FOR FUTURE LOANS.—The Sec22 retary and the Bank Board shall enter into an agreement

23 under which the Secretary, subject to advance appropria24 tions, will make direct loans to the Bank not to exceed

25 $500,000,000 in the aggregate. The Secretary may make
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1 a loan under this subsection only if the Bank dem2 onstrates to the satisfaction of the Secretary that the

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

4 its creditors.

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

6 United States to the Bank under this section and section

7 211(g)—

8 (1) shall be for a term no longer than 25 years;

9 (2) shall bear interest at—

10 (A) a rate the Secretary of the Treasury

11 establishes, considering the current average

12 yield on outstanding marketable obligations of

13 the United States that have remaining periods

14 of maturity comparable to the average maturity

15 of the loan, adjusted to the nearest .125 per16 cent; plus

17 (B) an allowance the Secretary of Trans18 portation considers adequate to cover adminis19 trative costs and probable losses;

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

21 the Bank at any time that the Secretary determines

22 the Bank is not complying with the objectives of this

23 title; and

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

25 conditions as the Secretary determines appropriate.
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1 SEC. 213. LIMITATIONS ON UNITED STATES LIABILITY.

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

3 Federal funds, or the provision of credit or credit enhance4 ment by the United States, to the Bank shall not be con5 strued as a commitment, guarantee, or obligation on the

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

7 any third party have any right against the United States

8 for payment solely by virtue of the contribution.

9 (b) FINANCING INSTRUMENT.—Any security or debt

10 financing instrument issued by the Bank shall expressly

11 state that the security or instrument does not constitute

12 a direct or indirect commitment, guarantee, or obligation

13 of the United States.

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

15 States to the Bank or any other person or governmental

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

17 inaction by the Bank shall be limited to the aggregate

18 amount of loans from the United States to the Bank out19 standing on the date the claim arose or at the time of

20 final judgment, whichever results in the lesser amount.

21 SEC. 214. FEDERAL RESERVE BANKS AS DEPOSITORIES.

22 Any Federal Reserve bank that is requested to do so

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

24 agent.
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1 SEC. 215. REPORTS ON BANK SECURITIES.

2 (a) REPORTS TO SECURITIES AND EXCHANGE COM3 MISSION.—The Bank shall file with the Securities and Ex4 change Commission such annual and other reports with

5 regard to securities issued by the Bank (including any

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

7 scope) as the Commission determines to be appropriate

8 in view of the special character of the Bank and its oper9 ations and necessary in the public interest or for the pro10 tection of investors.

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

12 include in its annual reports to Congress such information

13 as the Commission shall deem advisable with regard to

14 the operations of the Bank and the reports submitted to

15 the Commission under subsection (a) and in connection

16 therewith shall include any views submitted for such pur17 pose by any association of dealers registered with the

18 Commission.

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

20 OR AGAINST BANK.

21 (a) JURISDICTION.—The United States district

22 courts shall have original and exclusive jurisdiction of any

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

24 Bank.

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

26 28, United States Code, the Bank shall be deemed to be
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1 a resident of the judicial district in which the principal

2 office of the Bank in the United States, or its agent ap3 pointed for the purpose of accepting service or notice of

4 service, is located.

5 SEC. 217. AUDITS AND REPORTS.

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

7 of the Bank shall be maintained in accordance with gen8 erally accepted accounting principles and shall be subject

9 to an annual audit by independent public accountants of

10 internationally recognized standing.

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

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

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

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

15 preceding fiscal year, setting forth—

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

17 such preceding fiscal year; and

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

19 opinion with respect thereto prepared by the inde20 pendent public accountants reviewing such state21 ments, and a copy of any report made on an audit

22 conducted under subsection (a).

23 (c) ANNUAL REVIEW.—The board of review estab24 lished under section 113(c) shall review the annual audit

25 conducted under subsection (a) and shall transmit to the
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1 President, Congress, and the Government of Canada a re2 port of its findings with such recommendations as the

3 board of review considers appropriate.

4 SEC. 218. AUTHORIZATION OF APPROPRIATIONS.

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

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

7 the Bank for the United States share of the cost of estab8 lishment of the Bank on the date of establishment of the

9 Bank. Such funds shall remain available until expended.

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

11 appropriated such sums as necessary for the costs of mak12 ing direct loans under sections 211(g) and 212. For pur13 poses of this subsection, the cost of making a direct loan

14 are the costs described in section 502(5)(B) of Congres15 sional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).

Æ