(D) identifying and actively recruiting po-
tential members to join the Bank; and
(E) preparing for and carrying out the or-
derly transition of the initial Bank Board to the
Bank Board as provided in paragraph (4).
(3) PAY.—Members of the initial Bank Board
shall serve without pay.
(4) TRANSITION TO BANK BOARD.—The term
of all members of the initial Bank Board shall termi-
nate on the day that the results of the first election
of members of the Bank Board are certified.
(5) CONDITIONS FOR TRANSITION.—Transition
from the initial Bank Board to the Bank Board
shall occur when, in the opinion of the President and
the Government of Canada, a sufficient number of
members have joined the Bank and such members
have contributed an adequate amount of capital to
the Bank to make the Bank a financially viable or-
ganization. Such transition may only occur after
there are 10 or more Bank members and the aggre-
gate of their subscription to the Bank’s capital stock
is $80,000,000 or more.
(c) DUTIES.—The Bank Board shall—
(1) evaluate and, if necessary, modify the orga-
nizational structure of the Bank established by the
initial Bank Board;
(2) evaluate and, if appropriate, revise the man-
agement and operational policies of the Bank;
(3) adopt, in an open process that affords an
opportunity for participation by interested persons
and governmental entities, such bylaws, rules, and
regulations as may be necessary or appropriate to
conduct business of the Bank;
(4) ensure that the functions of the Bank de-
scribed in section 202 are carried out;
(5) develop and ensure compliance with a code
of ethics for the Bank and its officers and employ-
ees;
(6) establish procedures for, and conditions of,
admitting members to the Bank;
(7) ensure that Bank members will fulfill their
obligations when the Bank Board makes a call for
capital to meet the Bank’s obligations to its credi-
tors;
(8) approve calls on members’ callable capital
for the purpose of meeting the Bank’s obligations to
its creditors;
(9) declare and pay dividends when the Bank
Board determines that it is advisable;
(10) approve proposals for loans and other as-
sistance;
(11) appoint and fix the compensation of the
Managing Director;
(12) prepare and transmit to the President,
Congress, the Government of Canada, and Bank
members an annual business-type budget program
that—
(A) lays out the Bank’s plan of operation;
(B) contains estimates of the financial con-
dition and operations of the Bank for the cur-
rent and following fiscal years and the financial
condition and results of such operations in the
preceding fiscal year;
(C) contains statements of the financial
condition, income and expense, and sources and
use of money, an analysis of surplus or deficit,
and additional statements and information to
make known the financial condition and oper-
ations of the Bank, including estimates of oper-
ations by major activities, administrative ex-
penses, loans, borrowings, and capital reserves
needed to cover loan and lease losses; and
(D) provides for emergencies and other
contingencies so that the Bank may carry out
its responsibilities; and
(13) prepare and transmit to the President,
Congress, the Government of Canada, and Bank
members an annual management report which in-
cludes—
(A) a statement of financial position;
(B) a statement of operations;
(C) a statement of cash flows;
(D) a reconciliation to the budget program
of the Bank, if applicable;
(E) a statement on the internal accounting
and administrative control systems being imple-
mented by the Managing Director;
(F) the report resulting from the annual
audit of the financial statements of the Bank
conducted by independent public accountants
under section 217; and
(G) any other comments and information
necessary to inform the President, Congress,
the Government of Canada, and Bank members
about the operations and financial condition of
the Bank.
SEC. 205. MANAGING DIRECTOR.
(a) IN GENERAL.—The Bank shall have a Managing
Director who shall serve as chief executive officer of the
Bank.
(b) DUTIES.—In accordance with the policies estab-
lished by the Bank Board under section 204, the Manag-
ing Director shall be responsible for—
(1) the day-to-day operations of the Bank;
(2) appointing, fixing the compensation of, and
defining the authority and duties of, officers, em-
ployees, and agents of the Bank necessary for the
management and operation of the Bank;
(3) assisting the Great Lakes and Saint Law-
rence Seaway maritime community in meeting its in-
vestment financing needs;
(4) presenting proposals for loans and other as-
sistance of the Bank to the Bank Board for its con-
sideration and approval; and
(5) ensuring that potential clients in the Great
Lakes States and Great Lakes Provinces are aware
of the programs and services offered by the Bank.
SEC. 206. FORMS OF ASSISTANCE.
(a) FINANCIAL ASSISTANCE.—
(1) IN GENERAL.—The Bank may provide loans
or other assistance to a public or private entity for
carrying out a project eligible for assistance under
this title.
(2) INTEREST AND FEES.—The Bank shall es-
tablish and collect—
(A) interest for making loans under this
title at rates, and
(B) fees for providing other assistance
under this title,
that the Bank Board determines appropriate.
(3) MAXIMUM AMOUNT.—The amount of loans
and other assistance provided under this title with
respect to a project may not exceed the lesser of—
(A) 90 percent of the cost of carrying out
the project; or
(B) 80 percent of the difference between
such cost and the amount of loans and other
assistance obtained for carrying out the project
from other sources.
(4) SUBORDINATION.—The amount of any loan
or other assistance provided under this title for a
project may be subordinated to any other debt fi-
nancing for the project.
(b) TECHNICAL AND MANAGEMENT ASSISTANCE.—
The Bank may also provide, on a fee-for-service basis,
technical or management assistance with respect to a
project eligible for assistance under this title. The cost of
such assistance may be financed as part of any financial
assistance provided under this title with respect to the
project.
(c) OTHER ASSISTANCE DEFINED.—In this title, the
term ‘‘other assistance’’ means the use of Bank funds to—
(1) guarantee, in whole or in part, loans made
by private investors through commercial investment
channels;
(2) provide credit enhancements;
(3) serve as a capital reserve for bond or debt
instrument financing;
(4) subsidize interest rates;
(5) ensure the issuance of letters of credit and
credit instruments;
(6) finance purchase and lease agreements;
(7) provide bond or debt financing instrument
security; and
(8) provide other forms of debt financing and
methods of leveraging funds that relate to the
project with respect to which such assistance is
being provided.
SEC. 207. ELIGIBLE PROJECTS.
(a) IN GENERAL.—The Bank may provide under this
title loans and other assistance only with respect to
projects that directly or indirectly improve the efficiency
or competitiveness of the Great Lakes or the Saint Law-
rence Seaway as a transportation route in maritime com-
merce. Such projects may include—
(1) maintenance of, or improvement to, Seaway
facilities to accommodate a greater percentage of the
world’s commercial vessel fleet;
(2) dredging to maintain or widen or deepen
navigational channels in the Great Lakes and the
Seaway;
(3) improvement to harbors, ports, docks, and
appurtenant facilities (including cranes and termi-
nals) in the Great Lakes and the Seaway;
(4) construction of warehouses and other mari-
time commerce-related development in the Great
Lakes and the Seaway region; and
(5) construction, major conversion, and mod-
ernization of commercial passenger or cargo vessels
that will be used in maritime commerce and will re-
sult in a higher level of, or more diverse, vessel traf-
fic in or through the Great Lakes-Saint Lawrence
Seaway system.
(b) ELIGIBILITY OF PLANNING, ENGINEERING, DE-
SIGN, AND LAND ACQUISITION COSTS.—Costs of plan-
ning, engineering, design, and land acquisition in connec-
tion with any project described in subsection (a) shall be
eligible costs for which the Bank may provide loans and
other assistance under this title.
SEC. 208. CONDITIONS ON ASSISTANCE.
(a) LOCATION.—The Bank may provide assistance
under this title to a private or public entity involved in
maritime commerce in the Great Lakes and the Saint
Lawrence Seaway region with respect to a project eligible
for assistance under section 207 only if—
(1) the entity is the Corporation or a member
of the Bank; and
(2) the project will be carried out, or the entity
is registered to do business, within the jurisdictional
boundaries of a State or Province of Canada that is
a member of the Bank.
(b) PROCUREMENT.—The Bank may provide assist-
ance under this title to a private or public entity only if
the entity agrees, in writing, that no contract for procur-
ing goods or services necessary for the planning, design,
development, and construction of the project for which
such assistance is being provided will be awarded to any
person or governmental entity (other than the United
States) unless such person or governmental entity, or the
political subdivision in which such person is located or reg-
istered to do business is a member of the Bank, and pro-
vides such other assurances as the Bank may require to
ensure that such agreement will be fulfilled.
SEC. 209. BANK REQUIREMENTS.
In carrying out its functions under this title, the
Bank Board shall—
(1) ensure that the Bank maintains on a con-
tinuing basis an investment grade rating on its debt
issuances or has a sufficient level of bond or debt fi-
nancing instrument insurance to maintain the viabil-
ity of the Bank;
(2) ensure that income generated by the Bank
will be—
(A) credited to the Bank;
(B) available for use in providing loans
and other assistance to projects eligible for as-
sistance from the Bank; and
(C) invested in (i) government securities
that are backed by the full faith and credit of
the United States, any State or political sub-
division of any State, Canada, or any Province
of Canada or political subdivision of any Prov-
ince of Canada, (ii) bank deposits, or (iii) such
other financing instruments as the Bank Board
may approve to earn interest to enhance the
leveraging of projects assisted by the Bank;
(3) ensure that a loan made by the Bank will
bear interest at or below market rates, as deter-
mined appropriate by the Bank Board, to make the
project that is the subject of the loan feasible;
(4) ensure that repayment of such loan will
commence not later than 1 year after the date of
completion of the project or the facility is open to
maritime traffic, whichever is later; and
(5) ensure that the term for repaying such loan
will not exceed 25 years beginning on the date on
which the first payment is due on the loan.
SEC. 210. BANK CORPORATE POWERS.
For the purpose of carrying out its functions under
this title, the Bank shall have the following powers:
(1) To have succession in its corporate name.
(2) To adopt and use a corporate seal.
(3) To sue and be sued in its corporate name.
(4) To admit members to the Bank under the
procedures and conditions established under section
204(c)(6).
(5) To indemnify members of the Bank Board
and officers, employees, and agents of the Bank for
liabilities and expenses incurred within the scope of
their employment by the Bank.
(6) To adopt, amend, and repeal bylaws, rules,
and regulations which shall—
(A) govern the manner in which its busi-
ness will be conducted and the powers vested in
it will be exercised; and
(B) be made after notice and opportunity
for participation by interested persons and gov-
ernmental entities.
(7) To make and carry out such contracts or
agreements as are necessary or advisable in the con-
duct of its business.
(8) To issue bonds from time to time in its dis-
cretion for public purposes if such bonds do not con-
stitute a debt of the United States, Canada, any
State, or any Province of Canada and if the pay-
ment of principal of, and interest on, such bonds is
not guaranteed by the United States, Canada, any
State, or Province of Canada.
(9) To acquire, by purchase, lease, or donation,
such real and personal property and any interest
therein, and to sell, lease, or otherwise dispose of
such real and personal property, as the Bank Board
considers necessary for the conduct of its business.
(10) To determine the character of, and the ne-
cessity for, its obligations and expenditures, and the
manner in which they shall be incurred, allowed, and
paid to carry out the objectives of this Act and the
agreement entered into under section 4.
(11) To retain and use all its revenues for pur-
poses of financing Bank operations.
(12) To provide, through contract or self-insur-
ance, for liability insurance and insurance against
loss incurred in connection with property, assets,
and operations of the Bank.
(13) To guarantee securities for which it has
provided assistance in order to facilitate their sale.
(14) To buy and sell securities it has issued.
(15) To exercise such other powers incidental to
its business as shall be necessary or appropriate to
carry out its functions under section 202.
(16) To invest funds not needed in its financing
and other operations in such obligations as it shall
determine to be prudent and appropriate.
(17) To invest funds held by it for pension or
similar purposes in any appropriate marketable se-
curities.
(18) To fix the compensation of Bank Board
members.
SEC. 211. BANK MEMBERSHIP.
(a) IN GENERAL.—A person, including a govern-
mental entity (other than the United States and the Cor-
poration), may become a member of the Bank if such per-
son complies with the procedures and conditions estab-
lished by the Bank Board under section 204(c)(6) and
meets the subscription requirements of this section.
(b) SUBSCRIPTION OF SHARES.—
(1) INITIAL.—In order to be a member of the
Bank, a person shall subscribe to such minimum
number of shares of capital stock of the Bank as the
Bank Board may establish.
(2) ADDITIONAL.—
(A) IN GENERAL.—When there are unsub-
scribed shares of the Bank’s capital stock or an
increase in the capital stock is approved under
subsection (g)(2), each member may subscribe,
under conditions established by the Bank
Board, to an amount of increased shares of
capital stock that does not exceed the amount
determined by multiplying—
(i) the amount of such unsubscribed
or increased shares, by
(ii) the ratio of the shares of capital
stock of the Bank owned by such member
on the day before such increase bears to
the aggregate shares of such stock owned
by all members of the Bank on such day.
(B) AVAILABILITY TO NONMEMBERS.—The
shares of capital stock that members do not
subscribe to under subparagraph (A) may be
made available by the Bank for subscription to
persons and governmental entities (other than
the United States) who are not members of the
Bank but who intend to become members of the
Bank.
(c) DIVISION AND CALLS OF SUBSCRIBED SHARES.—
The subscription of each member of the Bank shall be di-
vided into 2 parts as follows:
(1) 15 percent shall be paid-in cash or cash
equivalent.
(2) The remaining 85 percent shall be subject
to call by the Bank when required to meet the obli-
gations of the Bank to its creditors.
(d) CALLABLE CAPITAL.—Capital of members of the
Bank subject to call may only be called on a pro rata basis
with each member providing a share of the funds being
called which corresponds to its ownership share in the
Bank on the date of the call.
(e) LIMITATION ON LIABILITY.—The liability of each
member of the Bank shall be limited to the unpaid portion
of the issue price of the shares of capital stock of the Bank
subscribed to by the member.
(f) RESTRICTIONS ON ISSUANCE, TRANSFER, AND
PLEDGE OF SHARES.—Shares of capital stock of the Bank
may be issued only to members of the Bank, may not be
pledged or encumbered in any manner by the members
of the Bank, and may be transferred only to the Bank
by its members.
(g) AUTHORIZED CAPITALIZATION.—
(1) IN
GENERAL.—The authorized capitaliza-
tion of the Bank shall be $2,000,000,000. Subject to
section 212, the United States and Canada shall
each provide to the Bank $600,000,000 in long-term
loans. The authorized capital stock of the Bank shall
be $800,000,000 and shall be divided into 800,000
shares having a par value of $1,000 each. Such
shares shall be available only for subscription by
members of the Bank.
(2) INCREASED CAPITAL STOCK.—The capital
stock of the Bank may be increased when the Bank
deems it advisable by a majority vote of members of
the Bank.
SEC. 212. UNITED STATES PARTICIPATION.
(a) PROHIBITION
ON CAPITAL STOCK SUBSCRIP-
TION.—The United States may not subscribe to shares of
capital stock of the Bank.
(b) DIRECT LOAN.—Subject to advance appropria-
tions, the Secretary shall make a direct loan to the Bank
of $100,000,000 after the Secretary determines that—
(1) the Bank is properly incorporated and char-
tered in the United States and Canada;
(2) the Bank has established reasonable condi-
tions for admitting members to the Bank, taking
into consideration the financial strength of the po-
tential members and the requirements of the Bank
to remain financially viable; and
(3) the Government of Canada is making a
similar loan to the Bank.
(c) AGREEMENT
FOR FUTURE LOANS.—The Sec-
retary and the Bank Board shall enter into an agreement
under which the Secretary, subject to advance appropria-
tions, will make direct loans to the Bank not to exceed
$500,000,000 in the aggregate. The Secretary may make
a loan under this subsection only if the Bank dem-
onstrates to the satisfaction of the Secretary that the
Bank needs such loans to meet the Bank’s obligations to
its creditors.
(d) TERMS AND CONDITIONS.—A loan made by the
United States to the Bank under this section and section
211(g)—
(1) shall be for a term no longer than 25 years;
(2) shall bear interest at—
(A) a rate the Secretary of the Treasury
establishes, considering the current average
yield on outstanding marketable obligations of
the United States that have remaining periods
of maturity comparable to the average maturity
of the loan, adjusted to the nearest .125 per-
cent; plus
(B) an allowance the Secretary of Trans-
portation considers adequate to cover adminis-
trative costs and probable losses;
(3) shall be subject to a call for repayment by
the Bank at any time that the Secretary determines
the Bank is not complying with the objectives of this
title; and
(4) shall be subject to such other terms and
conditions as the Secretary determines appropriate.
SEC. 213. LIMITATIONS ON UNITED STATES LIABILITY.
(a) CONTRIBUTION.—The lending or contribution of
Federal funds, or the provision of credit or credit enhance-
ment by the United States, to the Bank shall not be con-
strued as a commitment, guarantee, or obligation on the
part of the United States to any third party, nor shall
any third party have any right against the United States
for payment solely by virtue of the contribution.
(b) FINANCING INSTRUMENT.—Any security or debt
financing instrument issued by the Bank shall expressly
state that the security or instrument does not constitute
a direct or indirect commitment, guarantee, or obligation
of the United States.
(c) OUTSTANDING LOAN.—The liability of the United
States to the Bank or any other person or governmental
entity for any claim arising as a result of any action or
inaction by the Bank shall be limited to the aggregate
amount of loans from the United States to the Bank out-
standing on the date the claim arose or at the time of
final judgment, whichever results in the lesser amount.
SEC. 214. FEDERAL RESERVE BANKS AS DEPOSITORIES.
Any Federal Reserve bank that is requested to do so
by the Bank may act as its depository or as its fiscal
agent.
SEC. 215. REPORTS ON BANK SECURITIES.
(a) REPORTS TO SECURITIES AND EXCHANGE COM-
MISSION.—The Bank shall file with the Securities and Ex-
change Commission such annual and other reports with
regard to securities issued by the Bank (including any
guarantee made by the Bank, whether or not limited in
scope) as the Commission determines to be appropriate
in view of the special character of the Bank and its oper-
ations and necessary in the public interest or for the pro-
tection of investors.
(b) REPORTS TO CONGRESS.—The Commission shall
include in its annual reports to Congress such information
as the Commission shall deem advisable with regard to
the operations of the Bank and the reports submitted to
the Commission under subsection (a) and in connection
therewith shall include any views submitted for such pur-
pose by any association of dealers registered with the
Commission.
SEC. 216. JURISDICTION AND VENUE OF CIVIL ACTIONS BY
OR AGAINST BANK.
(a) JURISDICTION.—The United States district
courts shall have original and exclusive jurisdiction of any
civil action brought in the United States by or against the
Bank.
(b) VENUE.—For purposes of section 1391(b) of title
28, United States Code, the Bank shall be deemed to be
a resident of the judicial district in which the principal
office of the Bank in the United States, or its agent ap-
pointed for the purpose of accepting service or notice of
service, is located.
SEC. 217. AUDITS AND REPORTS.
(a) ACCOUNTING AND AUDIT.—The books of account
of the Bank shall be maintained in accordance with gen-
erally accepted accounting principles and shall be subject
to an annual audit by independent public accountants of
internationally recognized standing.
(b) REPORTS.—The Managing Director shall submit
to the President and the Government of Canada, on or
before the 90th day following the last day of each fiscal
year, a complete and detailed report with respect to the
preceding fiscal year, setting forth—
(1) a summary of the Bank’s operations for
such preceding fiscal year; and
(2) the Bank’s financial statements and the
opinion with respect thereto prepared by the inde-
pendent public accountants reviewing such state-
ments, and a copy of any report made on an audit
conducted under subsection (a).
(c) ANNUAL REVIEW.—The board of review estab-
lished under section 113(c) shall review the annual audit
conducted under subsection (a) and shall transmit to the
President, Congress, and the Government of Canada a re-
port of its findings with such recommendations as the
board of review considers appropriate.
SEC. 218. AUTHORIZATION OF APPROPRIATIONS.
(a) BANK START-UP COSTS.—There is authorized to
be appropriated $250,000 to the Secretary for transfer to
the Bank for the United States share of the cost of estab-
lishment of the Bank on the date of establishment of the
Bank. Such funds shall remain available until expended.
(b) DIRECT LOAN COSTS.—There is authorized to be
appropriated such sums as necessary for the costs of mak-
ing direct loans under sections 211(g) and 212. For pur-
poses of this subsection, the cost of making a direct loan
are the costs described in section 502(5)(B) of Congres-
sional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).
Æ