H. R. 1681
One Hundred Tenth Congress
of the
United States of America 
AT THE FIRST SESSION 
Begun and held at the City of Washington on Thursday, 
the fourth day of January, two thousand and seven 
An Act 
To amend the Congressional Charter of The American National Red Cross to mod-
ernize 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.
Be it enacted by the Senate and House of Representatives 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 Amer-
ican National Red Cross (the ‘‘Board of Governors’’) commis-
sioned an independent review and analysis of the Board of 
Governors’ role, composition, size, relationship with manage-
ment, governance relationship with chartered units of The 
American National Red Cross, and whistle blower 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 rec-
ommended changes to the Congressional Charter, bylaws, and 
other governing documents of The American National Red Cross 
to modernize 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 National Red Cross and 
to enhance the Board of Governors’ ability to support the critical 
mission of The American National Red Cross in the 21st cen-
tury. 
(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 National Red Cross to amend 
its bylaws, consistent with the recommendations described in 
the Governance Report, to clarify the role of the Board of 
Governors and to outline the areas of its responsibility, 
including—
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(A) reviewing and approving the mission statement 
for The American National Red Cross; 
(B) approving and overseeing the corporation’s stra-
tegic plan and maintaining strategic oversight of oper-
ational matters; 
(C) selecting, evaluating, and determining the level 
of compensation of the corporation’s chief executive officer; 
(D) evaluating the performance and establishing the 
compensation of the senior leadership team and providing 
for management succession; 
(E) overseeing the financial reporting and audit 
process, internal controls, and legal compliance; 
(F) holding management accountable for performance; 
(G) providing oversight of the financial stability of 
the corporation; 
(H) ensuring the inclusiveness and diversity of the 
corporation; 
(I) ensuring the chapters of the corporation are geo-
graphically and regionally diverse; 
(J) providing oversight of the protection of the brand 
of the corporation; and 
(K) assisting with fundraising on behalf of the corpora-
tion. 
(6)(A) The selection of members of the Board of Governors 
is a critical component of effective governance 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. 
(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 Govern-
ance 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 chairman of 
the Board of Governors) would be nominated by a single 
committee of the Board of Governors 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 considered for 
approval by the full Board of Governors and then submitted 
to The American National Red Cross annual meeting of 
delegates for election, in keeping with the standard cor-
porate practice whereby shareholders of a corporation elect 
members of a board of directors at its annual meeting. 
(7) The United States Supreme Court held The American 
National Red Cross to be an instrumentality of the United
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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 purposes. 
(8) Given the role of The American National Red Cross 
in carrying out its services, programs, and activities, and 
meeting its various obligations, the effectiveness of The Amer-
ican National Red Cross will be promoted by the creation 
of an organizational ombudsman who—
(A) will be a neutral or impartial dispute resolution 
practitioner whose major function will be to provide con-
fidential and informal assistance to the many internal and 
external stakeholders of The American National Red Cross; 
(B) will report to the chief executive officer and the 
audit committee of the Board of Governors; and 
(C) will have access to anyone and any documents 
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 trans-
parency, 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 transparency by setting 
standards, rooting out violations, and informing the public; 
(4) while The American National Red Cross is and will 
remain a Federally chartered instrumentality of the United 
States, and it has the rights and obligations consistent with 
that status, The American National Red Cross nevertheless 
should maintain appropriate communications with State regu-
lators of 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 instrumentality of the United 
States, and it has the rights and obligations consistent with 
that status, The American National Red Cross nevertheless 
should maintain appropriate communications and collabora-
tions with local, community, and faith-based non-profit 
organizations, including those organizations that work within 
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 cor-
porate and politic’’; and 
(2) in subsection (b), by inserting at the end the following 
new sentence: ‘‘The corporation may conduct its business and 
affairs, and otherwise hold itself out, as the ‘American Red 
Cross’ in any jurisdiction.’’. 
SEC. 4. PURPOSES. 
Section 300102 of title 36, United States Code, is amended—
H. R. 1681—4
(1) by striking ‘‘and’’ at the end of paragraph (3); 
(2) by striking the period at the end of paragraph (4) 
and inserting ‘‘; and’’; and 
(3) by adding at the end the following paragraph: 
‘‘(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 otherwise pro-
vided,’’ before ‘‘in the bylaws’’; 
(2) in subsection (b)(1)—
(A) by striking ‘‘board of governors’’ and inserting ‘‘cor-
poration’’; and 
(B) by inserting ‘‘policies and’’ before ‘‘regulations 
related’’; and 
(3) in subsection (b)(2)—
(A) by inserting ‘‘policies and’’ before ‘‘regulations shall 
require’’; and 
(B) by striking ‘‘national convention’’ and inserting 
‘‘annual meeting’’. 
SEC. 6. BOARD OF GOVERNORS. 
Section 300104 of title 36, United States Code, is amended 
to read as follows: 
‘‘§ 300104. Board of governors 
‘‘(a) BOARD OF GOVERNORS.—
‘‘(1) IN GENERAL.—The board of governors is the governing 
body of the corporation with all powers of governing and 
directing, and of overseeing the management of the business 
and affairs of, the corporation. 
‘‘(2) NUMBER.—The board of governors shall fix by resolu-
tion, from time to time, the number of members constituting 
the entire board of governors, provided that—
‘‘(A) as of March 31, 2009, and thereafter, there shall 
be no fewer than 12 and no more than 25 members; and 
‘‘(B) as of March 31, 2012, and thereafter, there shall 
be no fewer than 12 and no more than 20 members consti-
tuting the entire board. 
Procedures to implement the preceding sentence shall be pro-
vided in the bylaws. 
‘‘(3) APPOINTMENT.—The governors shall be appointed or 
elected in the following manner: 
‘‘(A) CHAIRMAN.—
‘‘(i) IN
GENERAL.—The board of governors, in 
accordance with procedures provided in the bylaws, 
shall recommend to the President an individual to 
serve as chairman of the board of governors. If such 
recommendation is approved by the President, the 
President shall appoint such individual to serve as 
chairman of the board of governors. 
‘‘(ii) VACANCIES.—Vacancies in the office of the 
chairman, including vacancies resulting from the res-
ignation, death, or removal by the President of the 
chairman, shall be filled in the same manner described 
in clause (i).
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‘‘(iii) DUTIES.—The chairman shall be a member 
of the board of governors and, when present, shall 
preside at meetings of the board of governors and 
shall have such other duties and responsibilities as 
may be provided in the bylaws or a resolution of the 
board of governors. 
‘‘(B) OTHER MEMBERS.—
‘‘(i) IN GENERAL.—Members of the board of gov-
ernors other than the chairman shall be elected at 
the annual meeting of the corporation in accordance 
with such procedures as may be provided in the bylaws. 
‘‘(ii) VACANCIES.—Vacancies in any such elected 
board position and in any newly created board position 
may be filled by a vote of the remaining members 
of the board of governors in accordance with such 
procedures as may be provided in the bylaws. 
‘‘(b) TERMS OF OFFICE.—
‘‘(1) IN GENERAL.—The term of office of each member of 
the board of governors shall be 3 years, except that—
‘‘(A) the board of governors may provide under the 
bylaws that the terms of office of members of the board 
of governors elected to the board of governors before March 
31, 2012, may be less than 3 years in order to implement 
the provisions of subparagraphs (A) and (B) of subsection 
(a)(2); and 
‘‘(B) any member of the board of governors elected 
by the board to fill a vacancy in a board position arising 
before the expiration of its term may, as determined by 
the board, serve for the remainder of that term or until 
the next annual meeting of the corporation. 
‘‘(2) STAGGERED TERMS.—The terms of office of members 
of the board of governors (other than the chairman) shall be 
staggered such that, by March 31, 2012, and thereafter, 1⁄3 
of the entire board (or as near to 1⁄3 as practicable) shall 
be elected at each successive annual meeting of the corporation 
with the term of office of each member of the board of governors 
elected at an annual meeting expiring at the third annual 
meeting following the annual meeting at which such member 
was elected. 
‘‘(3) TERM
LIMITS.—No person may serve as a member 
of the board of governors for more than such number of terms 
of office or years as may be provided in the bylaws. 
‘‘(c) COMMITTEES AND OFFICERS.—The board—
‘‘(1) may appoint, from its own members, an executive 
committee to exercise such powers of the board when the board 
is not in session as may be provided in the bylaws; 
‘‘(2) may appoint such other committees or advisory councils 
with such powers as may be provided in the bylaws or a 
resolution of the board of governors; 
‘‘(3) shall appoint such officers of the corporation, including 
a chief executive officer, with such duties, responsibilities, and 
terms of office as may be provided in the bylaws or a resolution 
of the board of governors; and 
‘‘(4) may remove members of the board of governors (other 
than the chairman), officers, and employees under such proce-
dures as may be provided in the bylaws or a resolution of 
the board of governors.
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‘‘(d) ADVISORY COUNCIL.—
‘‘(1) ESTABLISHMENT.—There shall be an advisory council 
to the board of governors. 
‘‘(2) MEMBERSHIP; APPOINTMENT BY PRESIDENT.—
‘‘(A) IN GENERAL.—The advisory council shall be com-
posed of no fewer than 8 and no more than 10 members, 
each of whom shall be appointed by the President from 
principal officers of the executive departments and senior 
officers of the Armed Forces whose positions and interests 
qualify them to contribute to carrying out the programs 
and purposes of the corporation. 
‘‘(B) MEMBERS FROM THE ARMED FORCES.—At least 1, 
but not more than 3, of the members of the advisory 
council shall be selected from the Armed Forces. 
‘‘(3) DUTIES.—The advisory council shall advise, report 
directly to, and meet, at least 1 time per year with the board 
of governors, and shall have such name, functions and be 
subject to such procedures as may be provided in the bylaws. 
‘‘(e) ACTION WITHOUT MEETING.—Any action required or per-
mitted to be taken at any meeting of the board of governors or 
of any committee thereof may be taken without a meeting if all 
members of the board or committee, as the case may be, consent 
thereto in writing, or by electronic transmission and the writing 
or writings or electronic transmission or transmissions are filed 
with the minutes of proceedings of the board or committee. Such 
filing shall be in paper form if the minutes are maintained in 
paper form and shall be in electronic form if the minutes are 
maintained in electronic form. 
‘‘(f) VOTING BY PROXY.—
‘‘(1) IN GENERAL.—Voting by proxy is not allowed at any 
meeting of the board, at the annual meeting, or at any meeting 
of a chapter. 
‘‘(2) EXCEPTION.—The board may allow the election of gov-
ernors by proxy during any emergency. 
‘‘(g) BYLAWS.—
‘‘(1) IN GENERAL.—The board of governors may—
‘‘(A) at any time adopt bylaws; and 
‘‘(B) at any time adopt bylaws to be effective only 
in an emergency. 
‘‘(2) EMERGENCY BYLAWS.—Any bylaws adopted pursuant 
to paragraph (1)(B) may provide special procedures necessary 
for managing the corporation during the emergency. All provi-
sions of the regular bylaws consistent with the emergency 
bylaws remain effective during the emergency. 
‘‘(h) DEFINITIONS.—For purposes of this section—
‘‘(1) the term ‘entire board’ means the total number of 
members of the board of governors that the corporation would 
have if there were no vacancies; and 
‘‘(2) the term ‘emergency’ shall have such meaning as may 
be provided in the bylaws.’’. 
SEC. 7. POWERS. 
Subsection (a)(1) of section 300105 of title 36, United States 
Code, is amended by striking ‘‘bylaws’’ and inserting ‘‘policies’’. 
SEC. 8. ANNUAL MEETING. 
Section 300107 of title 36, United States Code, is amended 
to read as follows:
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‘‘§ 300107. Annual meeting 
‘‘(a) IN GENERAL.—The annual meeting of the corporation is 
the annual meeting of delegates of the chapters. 
‘‘(b) TIME
OF MEETING.—The annual meeting shall be held 
as determined by the board of governors. 
‘‘(c) PLACE OF MEETING.—The board of governors is authorized 
to determine that the annual meeting shall not be held at any 
place, but may instead be held solely by means of remote commu-
nication subject to such procedures as are provided in the bylaws. 
‘‘(d) VOTING.—
‘‘(1) IN GENERAL.—In matters requiring a vote at the annual 
meeting, each chapter is entitled to at least 1 vote, and voting 
on all matters may be conducted by mail, telephone, telegram, 
cablegram, electronic mail, or any other means of electronic 
or telephone transmission, provided that the person voting 
shall state, or submit information from which it can be deter-
mined, that the method of voting chosen was authorized by 
such person. 
‘‘(2) ESTABLISHMENT OF NUMBER OF VOTES.—
‘‘(A) IN GENERAL.—The board of governors shall deter-
mine on an equitable basis the number of votes that each 
chapter is entitled to cast, taking into consideration the 
size of the membership of the chapters, the populations 
served by the chapters, and such other factors as may 
be determined by the board. 
‘‘(B) PERIODIC REVIEW.—The board of governors shall 
review the allocation of votes at least every 5 years.’’. 
SEC. 9. ENDOWMENT FUND. 
Section 300109 of title 36, United States Code, is amended—
(1) by striking ‘‘nine’’ from the first sentence thereof; and 
(2) by striking the second sentence and inserting the fol-
lowing: ‘‘The corporation shall prescribe policies and regulations 
on terms and tenure of office, accountability, and expenses 
of the board of trustees.’’. 
SEC. 10. ANNUAL REPORT AND AUDIT. 
Subsection (a) of section 300110 of title 36, United States 
Code, is amended to read as follows: 
‘‘(a) SUBMISSION OF REPORT.—As soon as practicable after the 
end of the corporation’s fiscal year, which may be changed from 
time to time by the board of governors, the corporation shall submit 
a report to the Secretary of Defense on the activities of the corpora-
tion during such fiscal year, including a complete, itemized report 
of all receipts and expenditures.’’. 
SEC. 11. COMPTROLLER GENERAL OF THE UNITED STATES AND 
OFFICE OF THE OMBUDSMAN. 
(a) IN GENERAL.—Chapter 3001 of title 36, United States Code, 
is amended by redesignating section 300111 as section 300113 
and by inserting after section 300110 the following new sections: 
‘‘§ 300111. Authority of the Comptroller General of the United 
States 
‘‘The Comptroller General of the United States is authorized 
to review the corporation’s involvement in any Federal program 
or activity the Government carries out under law.
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‘‘§ 300112. Office of the Ombudsman 
‘‘(a) ESTABLISHMENT.—The corporation shall establish an Office 
of the Ombudsman with such duties and responsibilities as may 
be provided in the bylaws or a resolution of the board of governors. 
‘‘(b) REPORT.—
‘‘(1) IN
GENERAL.—The Office of the Ombudsman shall 
submit annually to the appropriate Congressional committees 
a report concerning any trends and systemic matters that the 
Office of the Ombudsman has identified as confronting the 
corporation. 
‘‘(2) APPROPRIATE CONGRESSIONAL COMMITTEES.—For pur-
poses of paragraph (1), the appropriate Congressional commit-
tees are the following committees of Congress: 
‘‘(A) SENATE COMMITTEES.—The appropriate Congres-
sional committees of the Senate are—
‘‘(i) the Committee on Finance; 
‘‘(ii) the Committee on Foreign Relations; 
‘‘(iii) the Committee on Health, Education, Labor, 
and Pensions; 
‘‘(iv) the Committee on Homeland Security and 
Governmental Affairs; and 
‘‘(v) the Committee on the Judiciary. 
‘‘(B) HOUSE COMMITTEES.—The appropriate Congres-
sional committees of the House of Representatives are—
‘‘(i) the Committee on Energy and Commerce; 
‘‘(ii) the Committee on Foreign Affairs; 
‘‘(iii) the Committee on Homeland Security; 
‘‘(iv) the Committee on the Judiciary; and 
‘‘(v) the Committee on Ways and Means.’’. 
(b) CLERICAL AMENDMENT.—The table of sections for chapter 
3001 of title 36, United States Code, is amended by striking the 
item relating to section 300111 and inserting the following:
‘‘300111. Authority of the Comptroller General of the United States. 
‘‘300112. Office of the Ombudsman. 
‘‘300113. Reservation of right to amend or repeal.’’.
Speaker of the House of Representatives.
Vice President of the United States and
President of the Senate.