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(C) selecting, evaluating, and determining
the level of compensation of the corporation’s
chief executive officer;
(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) providing oversight of the protection of
the brand of the corporation; and
(J) 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
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method of selection consistent with that described in
the Governance Report.
(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 title:
(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.
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(ii) The nominated members would be con-
sidered for approval by the full Board of Gov-
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-
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ance to the many internal and external stake-
holders of The American National Red Cross;
(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 title;
(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; and
(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
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National Red Cross nevertheless should maintain ap-
propriate communications with State regulators of
charitable organizations and should cooperate with
them as appropriate in specific matters as they arise
from time to time.
SEC. 1803. 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.’’.
SEC. 1804. 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: