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(F) such other factors as the Incorporators
determine to be appropriate in meeting the ob-
jectives of this Act.
(3) PROCEDURES FOR SELECTING A PROPOSAL
TO RECOMMEND TO THE PRESIDENT.—In selecting a
proposal to recommend to the President for the sale
of 40 percent of the equity in the Corporation, as
described in paragraph (1), the Secretary of Com-
merce shall ensure that in the selection process—
(A) not less than 3 proposals are identified
as proposals to receive further consideration, as
provided under subparagraphs (B) and (C):
Provided, however, That if less than 3 proposals
are submitted each of the proposals shall re-
ceive such further consideration,
(B) a review procedure is implemented
under which the sponsors of the proposals iden-
tified in subparagraph (A) are provided an op-
portunity to make personal presentations of
their proposals to the Secretary or his designee,
and
(C) individual negotiations for the revision
of proposals identified in subparagraph (A) may
be entered into.
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(d) CONVERSION OF NON-VOTING EQUITY TO VOT-
ING EQUITY.—Prior to the solicitation for proposals, as
provided under subsection (b)(2), the Secretary shall, by
regulation, issue rules setting forth the circumstances
under which the Federal Government’s 60 percent non-
voting equity ownership may be converted into voting eq-
uity ownership in order to meet the objectives of this Act
or otherwise protect the interests of the American tax-
payers.
SEC. 203. DIRECTORS, OFFICERS, AND EMPLOYEES.
(a) BOARD OF DIRECTORS.—
(1) APPOINTMENT
AND
NUMBER.—The Cor-
poration shall have a board of directors consisting of
individuals who are citizens of the United States, of
whom one shall be elected by the board to serve as
chairman. The members of the board shall be elected
annually by the stockholders of the Corporation.
(2) NO CONFLICT OF INTEREST.—A director
may not participate in the deliberations on, or vote
on, a matter regarding an application, claim, or
other matter pending before the Corporation if, to
his knowledge, he, his spouse, minor child, parent,
sibling, partner, or organization, other than the Cor-
poration, in which he is serving as an officer, direc-
tor, trustee, partner, or employee, or any person
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with whom he is negotiating or has any arrangement
concerning perspective employment, has a financial
interest in the matter. A director who violates this
paragraph shall be subject to removal from the
Board, but such a violation shall not impair, nullify,
or otherwise affect the validity of any otherwise law-
ful action by the Corporation in which such director
participated.
(3) COMPENSATION OF THE BOARD.—The rate
of compensation of members of the Board shall be
fixed by the stockholders of the Corporation. Funds
for such compensation shall be drawn exclusively
from the capital and earnings of the Corporation
and shall not be drawn from moneys contained in
the Fund established under title III.
(4) BYLAWS.—The Board is empowered to
adopt and amend bylaws governing the operation of
the Corporation. Such bylaws shall not be inconsist-
ent with the provisions of this title or the articles of
incorporation of the Corporation.
(b) OFFICERS AND EMPLOYEES.—
(1) APPOINTMENT.—The Board shall appoint a
chief executive officer, who shall have the authority
to appoint such other officers and employees as he
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deems necessary to carry out the provisions of this
Title and the functions of the Corporation.
(2) NO CONFLICT OF INTEREST.—An officer or
employee may not participate in a matter regarding
an application, claim, or other matter pending before
the Corporation if, to his knowledge, he, his spouse,
minor child, parent, sibling, partner, or organization,
other than the Corporation, in which he is serving
as an officer, director, trustee, partner, or employee,
or any person with whom he is negotiating or has
any arrangement concerning perspective employ-
ment, has a financial interest in the matter. An offi-
cer or employee who violates this paragraph shall be
subject to termination, but such a violation shall not
impair, nullify, or otherwise affect the validity of any
otherwise lawful action by the Corporation in which
such officer or employee participated.
(3) COMPENSATION OF OFFICERS AND EMPLOY-
EES.—The rate of compensation of the chief execu-
tive officer, and all officers and employees, of the
Corporation shall be fixed by the board. Provided,
however, that at its discretion, the Board may dele-
gate to the chief executive officer, subject to the pro-
visions of paragraph (2), the authority to fix the
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rate of compensation for other offices and employ-
ees.
(4) SOURCE OF FUNDS FOR COMPENSATION.—
Funds for compensation for the chief executive offi-
cer, and for all officers and employees, shall not be
drawn from moneys contained in the Fund estab-
lished under title III.
(5) TENURE.—Officers and employees shall
serve at the pleasure of the Board.
SEC. 204. GENERAL POWERS.
The corporation shall have the power to do the follow-
ing:
(1) Have succession in the name of the Cor-
poration.
(2) Adopt, alter, and use a corporate seal.
(3) Sue and be sued in the name of the Cor-
poration.
(4) Make and carry out contracts.
(5) Exercise such other incidental powers not
inconsistent with this title that are necessary or ap-
propriate to carry out the purposes and functions of
the Corporation, including the usual powers con-
ferred upon a corporation by the District of Colum-
bia Business Corporation Act.
(6) Modify the name of the Corporation.