cept that the Corporation shall provide financial as-
sistance only in accordance with this Act; 
(3) to— 
(A) lease, purchase, accept gifts or dona-
tions of, or otherwise to acquire; 
(B) own, hold, improve, use, or otherwise 
deal in or with; and 
(C) sell, convey, mortgage, pledge, lease, 
exchange, or otherwise dispose of; 
any property, real, personal, or mixed, or any inter-
est therein; 
(4) to sue and be sued in its corporate name 
and to complain and defend in any court of com-
petent jurisdiction; 
(5) to represent itself, or to contract for rep-
resentation, in all judicial, legal, and other pro-
ceedings; 
(6) to make provision for and designate such 
committees, and the functions thereof, as the Board 
of Directors may deem necessary or desirable; 
(7) with the approval of the agency concerned, 
to make use of services, facilities, and property of 
any board, commission, independent establishment, 
or executive agency or department of the executive 
branch in carrying out the provisions of this Act and 
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to pay for such use (such payments to be credited 
to the applicable appropriation that incurred the ex-
pense); 
(8) to use the United States mails on the same 
terms and conditions as the executive departments 
of the United States Government; 
(9) to obtain insurance or make other provi-
sions against losses; 
(10) to participate with one or more other fi-
nancial 
institutions, 
agencies, 
instrumentalities, 
trusts, or foundations in loans or guarantees made 
under this Act on terms as may be agreed upon; 
(11) to accept guarantees from other agencies 
for which loans made by the Corporation may be eli-
gible; 
(12) to establish, as soon as practicable, re-
gional offices in order to more efficiently serve the 
widely disbursed Indian population; 
(13) to buy and sell— 
(A) obligations of, or instruments insured 
by, the United States or any agency or instru-
mentalities thereof; or 
(B) securities backed by the full faith and 
credit of any such agency or instrumentality; 
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(14) to make such investments as may be au-
thorized by the Board of Directors of the Corpora-
tion; 
(15) to establish such offices within the Cor-
poration as may be necessary including offices for— 
(A) Project Development; 
(B) Project Evaluation and Auditing; 
(C) Fiscal Management; 
(D) Research and Development; and 
(E) any other offices as may from time to 
time be authorized by the Board of Directors; 
and 
(16) to exercise all other lawful powers nec-
essarily or reasonably related to the establishment of 
the Corporation in order to carry out the provisions 
of this Act and the exercise of its powers, purposes, 
functions, duties, and authorized activities. 
SEC. 105. BOARD OF DIRECTORS. 
(a) MEMBERS.—The powers of the Corporation shall 
be vested in the Board of Directors which shall consist 
of the following 21 members: 
(1) 1 officer of the United States Government, 
designated by the Secretary of the Interior. 
(2) 19 individuals who represent the share-
holders in the Corporation, appointed by the Presi-
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dent by and with the advice and consent of the Sen-
ate, taking into account the experience of the indi-
vidual in private business enterprises and in develop-
ment or commercial financing and shall consult with, 
and receive recommendations from, Indian tribes. 
(3) The President of the Corporation. 
(b) TERMS.—The term of office for the initial mem-
bers of the Board of Directors described in subsection 
(a)(2) shall expire at the commencement of the first an-
nual meeting of the shareholders of the Corporation held 
as soon as is reasonably possible after the date on which 
subscriptions have been paid for at least 10 percent of the 
common stock initially offered for sale to Indian tribes. 
(c) VACANCIES.—(1) Any vacancy on the Board of 
Directors created by the resignation or removal of a mem-
ber described in subsection (a)(2) shall be filled by the 
Board in accordance with the bylaws of the Corporation 
except that such appointment shall only be made for a 
term extending to the next annual shareholders meeting 
of the Corporation. 
(2) If a vacancy occurs on the Board of Directors 
prior to the expiration of the term of office to which the 
member described in subsection (a)(2) was appointed, the 
President shall appoint an individual, by and with the con-
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sent of the Senate, to fill such vacancy until the expiration 
of such term of office. 
(d) REMOVAL.—A member of the Board of Directors 
may be removed from office by the Board only for neglect 
of duty or malfeasance in office. 
(e) QUORUM.—A majority of the Board of Directors 
shall constitute a quorum and except as provided in sub-
section (h)(2), any action of the Board of Directors shall 
be effected by majority vote of all members of the Board 
of Directors. 
(f) DUTIES.—The Board of Directors shall— 
(1) annually elect from among the members de-
scribed in subsection (a)(2) a Chairman and Vice 
Chairman; 
(2) establish the policies of the Corporation and 
shall supervise the management of the Corporation; 
(3) adopt, and may amend, such bylaws as are 
necessary for the proper management and func-
tioning of the Corporation; 
(4) keep the Council established under section 
110 fully informed of its activities; and 
(5) provide the Council with such further infor-
mation or data in its possession as the Council may 
deem necessary to the appropriate discharge of the 
responsibilities of the Council. 
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(g) MEETINGS.—The Board of Directors shall meet 
at any time pursuant to the call of the Chairman and as 
may be provided by the bylaws of the Corporation, but 
not less than quarterly. Subject to such rules adopted by 
the Board of Directors as are necessary for the orderly 
conduct of business, all meetings of the Board of Directors 
shall be open to representatives of Indian tribes, Indian 
business enterprises, and Indian organizations and any in-
dividual who has an identifiable interest in the affairs of 
the Corporation. The Board of Directors may meet in pri-
vate executive session if the matter under discussion in 
such session involves any matter which may impinge on 
the right of privacy of any individual. 
(h) MEMBER DESIGNATED BY THE SECRETARY.— 
The member designated by the Secretary shall— 
(1) have 20 percent of the share of votes cast 
at annual shareholders meetings; and 
(2) be overruled only by a two-thirds majority 
vote at regular board meetings in matters involv-
ing— 
(A) calling of callable capital; 
(B) borrowing by the Corporation of 
amounts in excess of $10,000,000; 
(C) loans or investments made by the Cor-
poration in excess of $1,000,000; or 
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(1) Serve as the chief executive officer of the 
Corporation. 
(2) Subject to the direction of the Board of Di-
rectors and the general supervision of the Chairman, 
carry out the policies and functions of the Corpora-
tion. 
(3) Have authority over all personnel and ac-
tivities of the Corporation. 
(4) With the approval of the Board of Direc-
tors, have the authority to appoint and fix the com-
pensation and duties of such officers and employees 
as may be necessary for the efficient administration 
of the Corporation. Such appointments and com-
pensation may be made without regard to the provi-
sions of title 5, United States Code, governing ap-
pointments in the competitive service, and chapter 
51 and subchapter III of chapter 53 of title 5, 
United States Code. 
SEC. 107. CONFLICTS OF INTEREST AND FINANCIAL DIS-
CLOSURE. 
(a) APPLICABILITY.—The financial disclosure provi-
sions of the Ethics in Government Act of 1978 (92 Stat. 
1824; Public Law 95–521) applicable to individuals occu-
pying positions compensated under the Executive Schedule 
shall apply— 
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(1) to the members of the Board of Directors; 
(2) to the officers of the Corporation; 
(3) to employees of the Corporation whose posi-
tion is compensated at a rate equivalent to that pay-
able for grade GS–16 or above of the General Sched-
ule established by chapter 53 of title 5, United 
States Code; and 
(4) to the Corporation as if it were a Federal 
agency. 
(b) FINANCIAL INTERESTS.—(1) Except as permitted 
by paragraph (3), no member of the Board of Directors 
shall vote on any matter respecting any application, con-
tract, claim, or other particular matter pending before the 
Corporation, in which, to the member’s knowledge, a fi-
nancial interest is held by— 
(A) the member; 
(B) the member’s spouse, child, or partner; 
(C) an organization other than the Corporation 
in which the member is serving as officer, director, 
trustee, partner, or employee; or 
(D) any person or organization with whom the 
member is negotiating, or has any arrangement con-
cerning, prospective employment. 
(2) Action by any member of the Board of Directors 
contrary to the prohibition under paragraph (1) shall be 
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cause for removal of such member pursuant to section 
105(d), but shall not impair or otherwise affect the valid-
ity of any otherwise lawful action by the Corporation in 
which such member participated. 
(3) The prohibition contained in paragraph (1) shall 
not apply if the member first advises the Board of Direc-
tors of the nature of the particular matter in which he 
or she proposes to participate and makes full disclosure 
of such financial interest, and the Board of Directors de-
termines by majority vote that the financial interest is too 
remote or too inconsequential to affect the integrity of 
such member’s services for the Corporation in that matter. 
The member involved shall not participate in such deter-
mination. 
(c) APPLICABILITY OF CERTAIN LAW.—Subsection 
(a) of section 207 of title 18, United States Code (and 
subsections (f), (h), and (j) of such section to the extent 
they relate to subsection (a)), shall apply to former mem-
bers of the Board of Directors, officers, and employees of 
the Corporation as if they were former officers or employ-
ees of the executive branch of the United States Govern-
ment. Such section shall apply to the Corporation as if 
it were an agency of the executive branch of the United 
States Government. 
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SEC. 108. ANNUAL MEETINGS. 
(a) IN GENERAL.—The Corporation shall hold an an-
nual meeting of its shareholders which shall be open to 
the public. At such meeting, the Corporation shall give a 
full report of its activities during the year and its financial 
condition and may present proposals for future action and 
other matters of general concern to shareholders and In-
dian business enterprises eligible for services from the 
Corporation. 
(b) SHAREHOLDERS
AND
REPRESENTATIVES.— 
Shareholders and representatives of Indian business enter-
prises may— 
(1) present motions or resolutions at the annual 
meeting of shareholders relating to matters within 
the scope of this Act; and 
(2) participate in the discussion thereof and 
other matters on the agenda of such meeting. 
(c) NOTICE.—Not less than 30 days notice of the 
time and place of the annual meeting required under sub-
section (a) shall be given to all shareholders. 
(d) VOTING.—Each member Indian tribe may vote its 
common stock on all matters before the annual share-
holders meeting and on all matters pertaining to election 
of the Board of Directors. Shareholders may cumulate 
their votes based on the number of director positions that 
are standing for election. 
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SEC. 109. REPORTS AND PLANS SUBMITTED TO CONGRESS. 
(a) ANNUAL REPORTS.—The Board of Directors of 
the Corporation shall report annually to the appropriate 
committees of the Congress on the Corporation’s capital, 
operations, and financial condition. Such report shall in-
clude recommendations for legislation needed to improve 
the services of the Corporation. 
(b) DEVELOPMENT PLAN.—Not later than 1 year 
after the date of the enactment of this Act, the Corpora-
tion shall submit to the Congress a comprehensive, 5-year 
organizational development plan that includes— 
(1) financial projections; 
(2) a description of a corporate structure and 
locations; and 
(3) operational guidelines, particularly the co-
ordinating relationship the Corporation has, or plans 
to have, with Federal domestic assistance programs 
that allocate financial resources and services to In-
dian tribes and reservations for economic and busi-
ness development purposes. 
SEC. 110. ADVISORY COUNCIL. 
(a) ESTABLISHMENT.—There is hereby established 
the Advisory Council to the Indian Development Finance 
Corporation (hereafter in this section referred to as the 
‘‘Council’’), which shall provide advice on the policies and 
operations of the Corporation. 
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