are extremely low in the lower Mississippi delta re-
gion.
(2) The economic base in the region is under-
developed and the local capacity to strengthen the
economic base is inadequate.
(3) The region has significant economic
strengths upon which to build a strong and vibrant
economy.
(4) A regional institution is the most appro-
priate form for an economic development institution
which can efficiently address the economic situation
in the lower Mississippi delta region given the scope
of the economic problems confronting the region and
the common conditions which are apparent through-
out the region.
(b) PURPOSES.—The purposes of this Act are as
follows:
(1) To establish a multifaceted proactive re-
gional institution to develop entrepreneurs and en-
courage the creation of new ventures.
(2) To create a sustainable change in the eco-
nomic environment of the lower Mississippi delta re-
gion which is conducive to the growth and success
of new ventures by providing intensive technical
(ii) are especially qualified to serve as
directors by virtue of their education,
training, or experience; and
(B) after giving special consideration to
the public interest in the appointment of a
board of directors the membership of which is
fairly representative of the diverse interests in
the lower Mississippi delta region and the geo-
graphical subregions and political subdivisions
within the region.
(3) QUORUM.—8 directors shall constitute a
quorum.
(4) CHAIRPERSON.—The board of directors
shall elect 1 director to serve as the chairperson of
the board of directors for such term as the bylaws
of the Corporation shall provide.
(5) MEETINGS.—Except as otherwise provided
in the bylaws of the Corporation, the board of direc-
tors shall meet at the call of the chairperson of the
board of directors or a majority of the directors.
(c) APPOINTMENT OF DIRECTORS.—
(1) INITIAL APPOINTMENT OF DIRECTORS FOR
1 YEAR TO ORGANIZE THE CORPORATION.—
(A) IN GENERAL.—The directors first ap-
pointed to the board of directors after the en-
actment of this Act shall be appointed by the
President by and with the advice and consent of
the lower Mississippi delta region congressional
delegation in accordance with subparagraph (B)
for a term of 1 year.
(B) ADVICE AND CONSENT PROCEDURE.—
(i) SUBMISSION
OF
NOMINATION.—
The President shall submit the nomination
of a person as a director of the Corpora-
tion to the Speaker of the House of Rep-
resentatives and the president pro tempore
of the Senate.
(ii) MEETING
OF
THE
LOWER
MIS-
SISSIPPI
DELTA
REGION
CONGRESSIONAL
DELEGATION.—Upon receipt of a nomina-
tion by the President in accordance with
clause (i), the Speaker of the House of
Representatives and the president pro tem-
pore of the Senate shall convene a meeting
of the lower Mississippi delta region con-
gressional delegation to consider the nomi-
nation in accordance with such procedures
as the delegation may adopt for such pur-
pose.
(iii) ELECTION
BY
MAJORITY.—The
nomination of a director of the Corporation
under this paragraph may be confirmed
only by a majority of the members of the
lower Mississippi delta region congressional
delegation each of whom shall have 1 vote.
(C) LOWER
MISSISSIPPI
DELTA
REGION
CONGRESSIONAL
DELEGATION
DEFINED.—For
purposes of this paragraph, the term ‘lower
Mississippi delta region congressional delega-
tion’ means—
(i) the Senators returned from the
States of Arkansas, Illinois, Kentucky,
Louisiana, Mississippi, Missouri, and Ten-
nessee; and
(ii) the representatives returned from
each congressional district within the
States of Arkansas, Illinois, Kentucky,
Louisiana, Mississippi, Missouri, and Ten-
nessee all or a portion of which lies within
the lower Mississippi delta region, as deter-
mined by the Speaker of the House of
Representatives.
(D) DECLARATION
OF
CONGRESS.—The
Congress hereby declares that the procedure es-
tablished under this paragraph for the appoint-
ment of the initial directors on the board of di-
rectors is undertaken in connection with the es-
tablishment of a private corporation and shall
not be construed as the appointment of an offi-
cer of the United States within the meaning of
the second paragraph of section 2 of Article II
of the Constitution of the United States of
America.
(2) APPOINTMENT OF DIRECTORS AFTER FIRST
YEAR.—Except as provided in paragraph (1), any
position on the board of directors which is held by
an appointed director shall be filled, at the end of
such director’s term or in the case of a vacancy dur-
ing such term, by a person appointed by the board
of directors in accordance with procedures estab-
lished under the bylaws.
(3) TERMS OF APPOINTED DIRECTORS.—
(A) IN GENERAL.—The bylaws prescribed
under section 3(a)(1) shall establish the terms
of the directors appointed under paragraph (2).
(B) APPOINTMENTS TO FILL VACANCIES.—
A director appointed to the board of directors
to fill a vacancy occurring before the expiration
of the term for which such director’s prede-
cessor was appointed shall be appointed only for
the remainder of such term.
(C) 
SERVICE
AFTER
EXPIRATION
OF
TERM.—A director may serve after the expira-
tion of the term of such director until the suc-
cessor of the director has taken office.
(4) VACANCIES WITH RESPECT TO APPOINTED
DIRECTORS.—Any vacancy on the board of directors
which was held by an appointed director shall be
filled by a person appointed by the board of direc-
tors.
(d) PROVISIONS APPLICABLE TO DIRECTORS ELECT-
ED BY SHAREHOLDERS.—
(1) IN GENERAL.—The board of directors may
provide for the election of directors by stockholders
in the corporation and establish procedures for such
elections.
(2) NUMBER
OF
ELECTED
DIRECTORS.—The
number of directors who are elected by the holders
of common stock—
(A) may not exceed 10; and
(B) shall be determined by the board of di-
rectors in accordance with the bylaws.
(3) VACANCIES WITH RESPECT TO ELECTED DI-
RECTORS.—
(A) APPOINTMENT.—Any vacancy on the
board of directors which was held by an elected
member and becomes vacant after the annual
election of the elected directors shall be filled by
a person appointed by the board of directors.
(B) TERM OF APPOINTEE.—A director ap-
pointed under subparagraph (A) to fill a va-
cancy occurring before the expiration of the
term for which such director’s predecessor was
elected shall be appointed only for the remain-
der of such term.
(4) TERMS OF ELECTED DIRECTORS.—Elected
directors shall be elected annually for a term ending
on the date of the next annual meeting of the com-
mon stockholders of the Corporation and shall serve
until such directors’ successors are elected.
(e) REPORT BY BOARD OF DIRECTORS AFTER 1
YEAR.—Before the end of the term of the directors first
appointed to the board of directors under subsection
(c)(1), the board of directors shall submit a report to the
President and the Congress on the organization and oper-
ation of the Corporation during the 1st year of the Cor-
poration’s existence, including—
(1) an accounting of the stock issued and sold
by the Corporation during the year;
(2) any recommendation of the board of direc-
tors with respect to the establishment or acquisition
of any subsidiary of the Corporation and the activi-
ties of any such subsidiary; and
(3) any recommendation for legislative initia-
tives which the board of directors may determine to
be appropriate for further enhancing the economic
development of the lower Mississippi delta region.
(f) PROVISIONS RELATING DIRECTORS
WHO
ARE
FEDERAL OFFICERS OR EMPLOYEES.—
(1) LIMITATION ON NUMBER.—After the end of
the 1-year period beginning on the date on which the
board of directors first meets with a quorum
present, not more than 3 directors may serve at the
same time as an officer or employee of the United
States.
(2) RESTRICTION ON PAY FOR FEDERAL PER-
SONNEL.—Directors who are full-time officers or
employees of the United States shall receive no addi-
tional pay by reason of service on the board of direc-
tors.
SEC. 4. POWERS AND DUTIES OF CORPORATION.
(a) GENERAL POWERS.—The Corporation shall have
the following powers:
(1) BYLAWS.—To prescribe, by the Board of
Directors, bylaws not inconsistent with law regulat-
ing the manner in which—
(A) stock of the corporation may be trans-
ferred;
(B) the directors of the corporation may be
appointed or elected;
(C) the officers and employees of the cor-
poration may be appointed;
(D) the property of the corporation may be
transferred;
(E) the general business of the corporation
may be conducted; and
(F) the privileges granted to the corpora-
tion by law may be exercised and enjoyed.
(2) CORPORATE
SEAL.—To adopt, alter, and
use a corporate seal.
(3) CONTRACTS.—To enter into contracts.
(4) ISSUE OBLIGATIONS.—To issue debentures,
bonds, or other obligations, and to borrow, to give
security for any amount borrowed, and to pay inter-
est on (and any redemption premium with respect
to) any such obligation or amount.
(5) STOCK.—To issue stock in accordance with
section 5.
(6) PROPERTY
AND
INVESTMENTS.—To ac-
quire, hold, lease, mortgage, maintain, or dispose of
real and personal property, including securities is-
sued by any other person.
(7) SUBSIDIARIES
AND
OTHER
INVESTMENTS
AND ASSOCIATIONS.—To acquire or establish sub-
sidiaries, to enter into partnerships, associations,
joint ventures, and other business relationships, and
to make investments in any person.
(8) LITIGATION.—To sue and be sued in its
corporate capacity, and to complain and defend in
any action brought by or against the Corporation in
any State or Federal court of competent jurisdiction.
(9) OFFICERS AND EMPLOYEES.—By the Board
of Directors—
(A) to appoint an executive director, a sec-
retary, and a treasurer and such other officers
and employees as the Board of Directors may
provide for in the bylaws;
(B) to define the duties of the officers and
employees;
(C) to fix the compensation of such officers
and employees and provide such other employ-
ment benefits as the Board of Directors may
provide for in the bylaws;
(D) to require bonds of officers and em-
ployees; and
(E) to dismiss at pleasure any officer or
employee.
(10) STANDARDS.—To establish such standards
as may be appropriate to carry out the requirements
of this Act, including underwriting standards.
(11) OTHER POWERS.—To exercise such inci-
dental powers as may be appropriate to carry out
the purposes of this Act.
(12) SUCCESSION.—To have succession until
dissolved.
(b) DUTIES.—
(1) IN GENERAL.—The Corporation shall de-
velop strategies and provide financial and technical
assistance for building and expanding the economic
base of the lower Mississippi delta region and com-
munities within the region.
(2) 
DEVELOPMENT
STRATEGIES
AUTHOR-
IZED.—In carrying out the purposes of this Act with
respect to the lower Mississippi delta region, the
Corporation may—
(A) initiate or participate in community
strategic planning for economic development;
(B) provide, or participate in the provision
of, technical training programs or technical
services which the Corporation determines are
appropriate for local capacity building, develop-
ing economic opportunities for businesses, in-
cluding microenterprises, in the region or within
any community in the region;
(C) provide, or participate in the provision
of, regional economic research and analysis and
sectoral development services;
(D) raise funds for regional and local eco-
nomic development and other purposes of this
Act from the Federal Government, State gov-
ernments within the region, foundations, cor-
porations, and other persons;
(E) provide support through incentives and
other forms of economic enhancement, including
investments and grants, for the development of
local financial institutions, including microloan
funds, seed capital and venture capital funds,
revolving loan funds, in order to make develop-
ment banking and related financial services
more available in the lower Mississippi delta re-
gion;
(F) make or guarantee loans and provide
grants (including matching grants) in connec-
tion with providing technical training programs
or technical services and strategies for expand-
ing existing businesses, including micro-enter-
prises and other economic development within
the region; and
(G) establish terms for any loan under this
paragraph which provide that the principal of
the loan, or any portion of any such principal,
may be forgiven if the program or project for
which such loan has been made meets or ex-
ceeds such performance goals as may be estab-
lished under the terms of the loan.
(c) PASSIVE INVESTMENTS IN LOCAL BANKS.—
(1) IN
GENERAL.—The Corporation may ac-
quire and retain shares of insured depository institu-
tions and depository institution holding companies
which are located in the lower Mississippi delta re-
gion and which are part of the development strategy
and mission adopted by the Corporation.
(2) PASSIVE INVESTMENT RULE.—If—
(A) the amount of the shares held by the
Corporation in any insured depository institu-
tion or depository institution holding company
at any time does not exceed 50 percent of the
total number of the outstanding shares issued
by such institution or holding company; and
(B) the acquisition and retention of such
shares by the Corporation is made for purposes
of investment and is not made for the purpose
of acquiring, exercising, or transferring control
of any such depository institution or depository
institution holding company,
the Corporation shall not be deemed to control the
depository institution or depository institution hold-
ing company for purposes of sections 2, 3, and 4 of
the Bank Holding Company Act of 1956 or section
10 of the Home Owners’ Loan Act.
(3) DEFINITIONS.—For purposes of this sub-
section, the terms ‘‘insured depository institution’’
and ‘‘depository institution holding company’’ have
the meaning given to such terms in section 3 of the
Federal Deposit Insurance Act.
SEC. 5. STOCK ISSUANCE.
(a) COMMON STOCK ISSUANCE.—
(1) IN GENERAL.—The Corporation may issue
common stock having par value fixed by the board
of directors.
(2) VOTING RIGHTS.—Each share of common
stock shall be entitled to 1 vote with rights of cumu-
lative voting in elections of directors.
(3) DIVIDENDS.—The Corporation may pay to
holders of common stock issued under this sub-
section such dividends on that stock as may be de-
termined by the board of directors.
(b) PREFERRED STOCK.—
(1) ISSUANCE.—The Corporation may issue
nonvoting preferred stock having such par value as
the board of directors may determine.
(2) PREFERENCE ON TERMINATION OF BUSI-
NESS.—In the event of any liquidation, dissolution,
or completion of the business of the Corporation,
holders of the preferred shares of stock of the Cor-
poration, shall be paid in full at the par value of
those shares, plus all accrued dividends, before the
holders of shares of common stock of the Corpora-
tion may receive any payment.
SEC. 6. GRANTS TO CORPORATION.
(a) AUTHORIZATION OF APPROPRIATIONS.—There is
authorized to be appropriated to the President the sum
of $100,000,000 for fiscal years 1994, 1995, 1996, 1997,
and 1998 for grants to the Corporation to carry out the
purposes of this Act.
(b) GRANTS TO CORPORATION.—The President may
make such grants to the Corporation as the President de-
termines to be appropriate to carry out the purposes of
this Act, including the use of such funds by the Corpora-
tion to secure obligations issued by the Corporation.
(c) RECEIPT OF FUNDS NOT TO AFFECT PRIVATE
STATUS OF CORPORATION.—The Corporation shall not be
treated as a Government corporation for purposes of chap-
ter 91 of title 31, United States Code, or any other provi-
sion of law by virtue of any grant to the Corporation under
this section.
(d) TREATMENT OF CORPORATION FUNDS.—No con-
tribution or investment made by the Corporation with re-
spect to any other person shall be treated as a contribution
or investment involving any funds other than private funds
because of any grant made to the Corporation under this
section, for purposes of the Small Business Investment
Act of 1958 or any other provision of law.
SEC. 7. RESOURCE COMMITTEE.
(a) IN GENERAL.—The Corporation shall establish
an advisory committee consisting of lll members ap-
pointed by the board of directors from among individuals
especially qualified to advise the Corporation by virtue of
their education, training, and experience.
(b) DESIGNEE OF FEDERAL RESERVE BOARD.—Not-
withstanding the appointment authority of the board of
directors of the Corporation under subsection (a), the
Board of Governors of the Federal Reserve System may
designate 1 officer or employee of such Board to serve as
a member of the advisory committee established pursuant
to subsection (a).
SEC. 8. ANNUAL REPORT.
The Corporation shall submit an annual report on the
operations of the Corporation and a financial statement
to the Congress.
SEC. 9. ANNUAL GAO EXAMINATION.
(a) IN GENERAL.—Notwithstanding any other provi-
sion of law and in accordance with such regulations as
the Comptroller General of the United States may pre-
scribe, the Comptroller General shall perform an annual
examination and a financial audit of the Corporation on
whatever basis the Comptroller General determines to be
appropriate.
(b) ACCESS TO RECORDS.—The Corporation shall—
(1) make available to the Comptroller General
for audit all records and property, used, or managed
by the Corporation;
(2) provide the Comptroller General with facili-
ties for verifying transactions with the balances or
securities held by depositaries, fiscal agents, or
custodians; and
(3) provide the Comptroller General with suit-
able and lockable offices, access to copying facilities,
and furniture and telephones.
(c) ANNUAL REPORT.—The Comptroller General
shall make an annual report to the Congress on the exam-
ination and financial audit of the Corporation under this
section.
SEC. 10. FEDERAL AGENCY ASSISTANCE.
Each agency, department, or other instrumentality of
the Federal Government may provide funds, services, and
facilities, on a reimbursable basis, which are appropriate
to assist the Corporation to carry out the purposes of this
Act.
SEC. 11. REORGANIZATION AS A STATE CHARTERED COR-
PORATION.
(a) IN GENERAL.—The board of directors of the Cor-
poration shall recharter and reorganize the Corporation as
a State-chartered corporation during the 6-month period
beginning at the end of fiscal year 1999.
(b) APPLICABILITY OF ACT.—This Act shall cease to
apply with respect to the Corporation as of the effective
date of the chartering of the Corporation as a State-char-
tered corporation pursuant to subsection (a).
Æ
HR 183 IH——2