IB 
Union Calendar No. 52 
110TH CONGRESS 
1ST SESSION H. R. 1681 
[Report No. 110–87] 
To amend the Congressional Charter of The American National Red Cross 
to modernize its governance structure, to enhance the ability of the 
board of governors of The American National Red Cross to support 
the critical mission of The American National Red Cross in the 21st 
century, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 26, 2007 
Mr. LANTOS (for himself, Ms. ROS-LEHTINEN, Mr. FLAKE, Ms. JACKSON-LEE 
of Texas, Mr. WEXLER, Mr. ACKERMAN, Mr. SIRES, and Mr. SCOTT of 
Georgia) introduced the following bill; which was referred to the Com-
mittee on Foreign Affairs 
APRIL 16, 2007 
Additional sponsors: Mr. JOHNSON of Georgia, Mr. GORDON of Tennessee, 
and Mr. MCHUGH 
APRIL 16, 2007 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on March 26, 2007] 
A BILL 
To amend the Congressional Charter of The American Na-
tional Red Cross to modernize its governance structure, 
to enhance the ability of the board of governors of The 
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American National Red Cross to support the critical 
mission of The American National Red Cross in the 
21st century, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘The American National 
Red Cross Governance Modernization Act of 2007’’. 
SEC. 2. FINDINGS; SENSE OF CONGRESS. 
(a) FINDINGS.—Congress makes the following findings: 
(1) Substantive changes to the Congressional 
Charter of The American National Red Cross have 
not been made since 1947. 
(2) In February 2006, the board of governors of 
The American National Red Cross (the ‘‘Board of 
Governors’’) commissioned an independent review 
and analysis of the Board of Governors’ role, composi-
tion, size, relationship with management, governance 
relationship with chartered units of The American 
National Red Cross, and whistleblower and audit 
functions. 
(3) In an October 2006 report of the Board of 
Governors, entitled ‘‘American Red Cross Governance 
for the 21st Century’’ (the ‘‘Governance Report’’), the 
Board of Governors recommended changes to the Con-
gressional Charter, bylaws, and other governing docu-
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ments of The American National Red Cross to mod-
ernize and enhance the effectiveness of the Board of 
Governors and governance structure of The American 
National Red Cross. 
(4) It is in the national interest to create a more 
efficient governance structure of The American Na-
tional Red Cross and to enhance the Board of Gov-
ernors’ ability to support the critical mission of The 
American National Red Cross in the 21st century. 
(5) It is in the national interest to clarify the 
role of the Board of Governors as a governance and 
strategic oversight board and for The American Na-
tional Red Cross to amend its bylaws, consistent with 
the recommendations described in the Governance Re-
port, to clarify the role of the Board of Governors and 
to outline the areas of its responsibility, including— 
(A) reviewing and approving the mission 
statement for The American National Red Cross; 
(B) approving and overseeing the corpora-
tion’s strategic plan and maintaining strategic 
oversight of operational matters; 
(C) selecting, evaluating, and determining 
the level of compensation of the corporation’s 
chief executive officer; 
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(D) evaluating the performance and estab-
lishing the compensation of the senior leadership 
team and providing for management succession; 
(E) overseeing the financial reporting and 
audit process, internal controls, and legal com-
pliance; 
(F) holding management accountable for 
performance; 
(G) providing oversight of the financial sta-
bility of the corporation; 
(H) ensuring the inclusiveness and diversity 
of the corporation; 
(I) ensuring the chapters of the corporation 
are geographically and regionally diverse; 
(J) providing oversight of the protection of 
the brand of the corporation; and 
(K) assisting with fundraising on behalf of 
the corporation. 
(6)(A) The selection of members of the Board of 
Governors is a critical component of effective govern-
ance for The American National Red Cross, and, as 
such, it is in the national interest that The American 
National Red Cross amend its bylaws to provide a 
method of selection consistent with that described in 
the Governance Report. 
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(B) The new method of selection should replace 
the current process by which— 
(i) 30 chartered unit-elected members of the 
Board of Governors are selected by a non-Board 
committee which includes 2 members of the 
Board of Governors and other individuals elected 
by the chartered units themselves; 
(ii) 12 at-large members of the Board of 
Governors are nominated by a Board committee 
and elected by the Board of Governors; and 
(iii) 8 members of the Board of Governors 
are appointed by the President of the United 
States. 
(C) The new method of selection described in the 
Governance Report reflects the single category of 
members of the Board of Governors that will result 
from the implementation of this Act: 
(i) All Board members (except for the chair-
man of the Board of Governors) would be nomi-
nated by a single committee of the Board of Gov-
ernors taking into account the criteria outlined 
in the Governance Report to assure the expertise, 
skills, and experience of a governing board. 
(ii) The nominated members would be con-
sidered for approval by the full Board of Gov-
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ernors and then submitted to The American Na-
tional Red Cross annual meeting of delegates for 
election, in keeping with the standard corporate 
practice whereby shareholders of a corporation 
elect members of a board of directors at its an-
nual meeting. 
(7) The United States Supreme Court held The 
American National Red Cross to be an instrumen-
tality of the United States, and it is in the national 
interest that the Congressional Charter confirm that 
status and that any changes to the Congressional 
Charter do not affect the rights and obligations of The 
American National Red Cross to carry out its pur-
poses. 
(8) Given the role of The American National Red 
Cross in carrying out its services, programs, and ac-
tivities, and meeting its various obligations, the effec-
tiveness of The American National Red Cross will be 
promoted by the creation of an organizational om-
budsman who— 
(A) will be a neutral or impartial dispute 
resolution practitioner whose major function will 
be to provide confidential and informal assist-
ance to the many internal and external stake-
holders of The American National Red Cross; 
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(B) will report to the chief executive officer 
and the audit committee of the Board of Gov-
ernors; and 
(C) will have access to anyone and any doc-
uments in The American National Red Cross. 
(b) SENSE OF CONGRESS.—It is the sense of Congress 
that— 
(1) charitable organizations are an indispensable 
part of American society, but these organizations can 
only fulfill their important roles by maintaining the 
trust of the American public; 
(2) trust is fostered by effective governance and 
transparency, which are the principal goals of the 
recommendations of the Board of Governors in the 
Governance Report and this Act; 
(3) Federal and State action play an important 
role in ensuring effective governance and trans-
parency by setting standards, rooting out violations, 
and informing the public; 
(4) while The American National Red Cross is 
and will remain a Federally chartered instrumen-
tality of the United States, and it has the rights and 
obligations consistent with that status, The American 
National Red Cross nevertheless should maintain ap-
propriate communications with State regulators of 
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charitable organizations and should cooperate with 
them as appropriate in specific matters as they arise 
from time to time; and 
(5) while The American National Red Cross is 
and will remain a Federally chartered instrumen-
tality of the United States, and it has the rights and 
obligations consistent with that status, The American 
National Red Cross nevertheless should maintain ap-
propriate communications and collaborations with 
local, community, and faith-based non-profit organi-
zations, including those organizations that work with-
in minority communities. 
SEC. 3. ORGANIZATION. 
Section 300101 of title 36, United States Code, is 
amended— 
(1) in subsection (a), by inserting ‘‘a Federally 
chartered instrumentality of the United States and’’ 
before ‘‘a body corporate and politic’’; and 
(2) in subsection (b), by inserting at the end the 
following new sentence: ‘‘The corporation may con-
duct its business and affairs, and otherwise hold itself 
out, as the ‘American Red Cross’ in any jurisdic-
tion.’’. 
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SEC. 4. PURPOSES. 
Section 300102 of title 36, United States Code, is 
amended— 
(1) by striking ‘‘and’’ at the end of paragraph 
(3); 
(2) by striking the period at the end of para-
graph (4) and inserting ‘‘; and’’; and 
(3) by adding at the end the following para-
graph: 
‘‘(5) to conduct other activities consistent with 
the foregoing purposes.’’. 
SEC. 5. MEMBERSHIP AND CHAPTERS. 
Section 300103 of title 36, United States Code, is 
amended— 
(1) in subsection (a), by inserting ‘‘, or as other-
wise provided,’’ before ‘‘in the bylaws’’; 
(2) in subsection (b)(1)— 
(A) by striking ‘‘board of governors’’ and 
inserting ‘‘corporation’’; and 
(B) by inserting ‘‘policies and’’ before ‘‘reg-
ulations related’’; and 
(3) in subsection (b)(2)— 
(A) by inserting ‘‘policies and’’ before ‘‘reg-
ulations shall require’’; and 
(B) by striking ‘‘national convention’’ and 
inserting ‘‘annual meeting’’. 
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