trial, coastal, freshwater, and marine protected 
areas, parks, community conservancies, indige-
nous reserves, conservation easements, and bio-
logical reserves; and 
(B) that provide effective area-based con-
servation measures, consistent with internation-
ally recognized best practices and standards for 
environmental and social safeguards; and 
(5) to coordinate with, and otherwise support 
and assist, foreign governments, private sector enti-
ties, local communities, Indigenous Peoples, and 
other stakeholders in undertaking biodiversity con-
servation activities— 
(A) to achieve sustainable biodiversity con-
servation outcomes; and 
(B) to improve local security, governance, 
food security, and economic opportunities. 
SEC. 4. GOVERNANCE OF THE FOUNDATION. 
(a) BOARD OF DIRECTORS.— 
(1) GOVERNANCE.—The Foundation shall be 
governed by a Board of Directors. 
(2) COMPOSITION.— 
(A) IN
GENERAL.—The Board shall be 
composed of— 
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(i) the ex-officio nonvoting Directors 
described in subparagraph (B); and 
(ii) the voting Directors appointed 
pursuant to subparagraph (C). 
(B) EX-OFFICIO DIRECTORS.—The ex-offi-
cio Directors shall be the following individuals 
or designees of such individuals: 
(i) The Secretary of State. 
(ii) The Administrator of the United 
States Agency for International Develop-
ment. 
(iii) The Secretary of the Interior. 
(iv) The Chief of the United States 
Forest Service. 
(v) The Administrator of the National 
Oceanic and Atmospheric Administration. 
(C) INITIAL MEMBERS.—The Secretary, in 
consultation with the other ex-officio Directors, 
shall appoint as Directors of the Board— 
(i) 4 private-sector committed donors; 
and 
(ii) 5 independent experts who rep-
resent diverse points of view, to the max-
imum extent practicable. 
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(D) QUALIFICATIONS.—Each independent 
expert appointed pursuant to subparagraph 
(C)— 
(i) shall be knowledgeable and experi-
enced in matters relating to— 
(I) international development; 
(II) protected area management 
and the conservation of global bio-
diversity, fish and wildlife, ecosystem 
restoration, adaptation, and resilience; 
and 
(III) grantmaking in support of 
international conservation. 
(E) 
CHAIRPERSON.—The 
Board 
shall 
elect, from among its Directors, a Chairperson, 
who shall serve for a 2-year term. 
(3) TERMS; VACANCIES.— 
(A) TERMS.— 
(i) IN GENERAL.—The term of service 
of each appointed Director shall be not 
more than 5 years. 
(ii) INITIAL APPOINTED DIRECTORS.— 
Of the initial Directors appointed pursuant 
to paragraph (2)(C)— 
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(I) 5 Directors, including at least 
2 private-sector committed donors, 
shall serve for 4 years; and 
(II) 4 Directors shall serve for 5 
years, as determined by the Chair-
person of the Board. 
(B) VACANCIES.—Any vacancy in the 
membership of the appointed Directors of the 
Board— 
(i) shall be filled in accordance with 
the bylaws of the Foundation by a private- 
sector committed donor or an independent 
expert who meets the qualifications under 
subparagraph (C)(ii)(A), as applicable, as 
represented by the vacating Director; 
(ii) shall not affect the power of the 
remaining appointed Directors to execute 
the duties of the Board; and 
(iii) shall be filled by an individual se-
lected by the Board. 
(4) QUORUM.—A majority of the current mem-
bership of the Board shall constitute a quorum for 
the transaction of Foundation business. 
(5) MEETINGS.— 
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(A) IN GENERAL.—The Board shall meet 
at the call of the Chairperson not less fre-
quently than annually. 
(B) INITIAL MEETING.—Not later than 60 
days after the Board is established pursuant to 
section 3(a), the Secretary shall convene a 
meeting of the ex-officio Directors and the ap-
pointed Directors of the Board to incorporate 
the Foundation. 
(C) REMOVAL.—Any Director who misses 
3 consecutive regularly scheduled meetings may 
be removed from the Board. 
(6) REIMBURSEMENT OF EXPENSES.—Directors 
of the Board shall serve without pay, but may be re-
imbursed for the actual and necessary traveling and 
subsistence expenses incurred in the performance of 
the duties of the Foundation. 
(7) NOT FEDERAL EMPLOYEES.—Appointment 
as a Director of the Board shall not constitute em-
ployment by, or the holding of an office of, the 
United States for purposes of any Federal law. 
(8) DUTIES.—The Board shall— 
(A) establish bylaws for the Foundation in 
accordance with paragraph (9); 
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(B) provide overall direction for the activi-
ties of the Foundation and establish priority ac-
tivities; 
(C) carry out any other necessary activities 
of the Foundation; 
(D) evaluate the performance of the Exec-
utive Director; and 
(E) not less frequently than annually, con-
sult and coordinate with stakeholders qualified 
to provide advice, assistance, and information 
regarding effective protected and conserved 
area management. 
(9) BYLAWS.— 
(A) IN GENERAL.—The bylaws established 
pursuant to paragraph (8)(A) may include— 
(i) policies for the selection of Direc-
tors of the Board and officers, employees, 
agents, and contractors of the Foundation; 
(ii) policies, including ethical stand-
ards, for— 
(I) the acceptance, solicitation, 
and disposition of donations and 
grants to the Foundation; and 
(II) the disposition of assets of 
the Foundation; 
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(iii) policies that subject all employ-
ees, fellows, trainees, and other agents of 
the Foundation (including ex-officio Direc-
tors and appointed Directors of the Board) 
to conflict of interest standards; and 
(iv) the specific duties of the Execu-
tive Director. 
(B) REQUIREMENTS.—The Board shall en-
sure that the bylaws of the Foundation and the 
activities carried out under those bylaws do 
not— 
(i) reflect unfavorably on the ability of 
the Foundation to carry out activities in a 
fair and objective manner; or 
(ii) compromise, or appear to com-
promise, the integrity of any governmental 
agency or program, or any officer or em-
ployee employed by, or involved in, a gov-
ernmental agency or program. 
(b) EXECUTIVE DIRECTOR.—The Board shall hire an 
Executive Director of the Foundation, who shall serve, at 
the pleasure of the Board, as the chief executive officer 
of the Foundation. 
(c) FOUNDATION STAFF.—Officers and employees of 
the Foundation— 
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(1) may not be employees of, or hold any office 
in, the United States Government; and 
(2) shall be appointed without regard to the 
provisions of— 
(A) title 5, United States Code, governing 
appointments in the competitive service; and 
(B) chapter 51 and subchapter III of chap-
ter 53 of such title, relating to classification 
and General Schedule pay rates. 
(d) LIMITATION AND CONFLICTS OF INTERESTS.— 
(1) POLITICAL PARTICIPATION.—The Founda-
tion may not participate or intervene in any political 
campaign on behalf of any candidate for public of-
fice in any country. 
(2) FINANCIAL
INTERESTS.—Any Director of 
the Board or officer or employee of the Foundation 
is prohibited from participating, directly or indi-
rectly, in the consideration or determination of any 
question before the Foundation affecting— 
(A) the financial interests of such Director, 
officer, or employee; and 
(B) the interests of any corporation, part-
nership, entity, or organization in which such 
Director, officer, or employee has any fiduciary 
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obligation or direct or indirect financial inter-
est. 
SEC. 5. CORPORATE POWERS AND OBLIGATIONS OF THE 
FOUNDATION. 
(a) GENERAL AUTHORITY.— 
(1) IN GENERAL.—The Foundation— 
(A) shall have perpetual succession unless 
dissolved by an Act of Congress; 
(B) may conduct business throughout the 
States, territories, and possessions of the 
United States and in foreign countries; 
(C) shall have its principal offices in the 
Washington, DC, metropolitan area; and 
(D) shall continuously maintain a des-
ignated agent in Washington, DC, who is au-
thorized to accept notice or service of process 
on behalf of the Foundation. 
(2) NOTICE AND SERVICE OF PROCESS.—The 
serving of notice to, or service of process upon, the 
agent referred to in paragraph (1)(D), or mailed to 
the business address of such agent, shall be deemed 
as service upon, or notice to, the Foundation. 
(3) SEAL.—The Foundation shall have an offi-
cial seal, which shall be selected by the Board and 
judicially noticed. 
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(b) AUTHORITIES.—In addition to powers explicitly 
authorized under this Act, the Foundation, in order to 
carry out the purposes described in section 3(b), shall have 
the usual powers of a corporation headquartered in Wash-
ington, DC, including the authority— 
(1) to accept, receive, solicit, hold, administer, 
and use any gift, devise, or bequest, either absolutely 
or in trust, or real or personal property or any in-
come derived from such gift or property, or other in-
terest in such gift or property; 
(2) to acquire by donation, gift, devise, pur-
chase, or exchange any real or personal property or 
interest in such property; 
(3) unless otherwise required by the instrument 
of transfer, to sell, donate, lease, invest, reinvest, re-
tain, or otherwise dispose of any property or income 
derived from such property; 
(4) to borrow money and issue bonds, deben-
tures, or other debt instruments; 
(5) to complain and defend itself in any court 
of competent jurisdiction (except that the Directors 
of the Board shall not be personally liable, except for 
gross negligence); 
(6) to enter into contracts or other arrange-
ments with public agencies, private organizations, 
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and persons and to make such payments as may be 
necessary to carry out the purposes of such con-
tracts or arrangements; and 
(7) to award grants for eligible projects, in ac-
cordance with section 7. 
(c) PROPERTY INTERESTS.— 
(1) INTEREST
IN
REAL
PROPERTY.—In this 
subsection, an interest in real property includes— 
(A) mineral and water rights; 
(B) rights of way; and 
(C) easements appurtenant or in gross. 
(2) IN
GENERAL.—The Foundation may ac-
quire, hold, and dispose of lands, waters, and other 
interests in real property by donation, gift, devise, 
purchase, or exchange. 
(3) LIMITS TO PROPERTY RIGHTS.—A gift, de-
vise, or bequest may be accepted by the Foundation 
even though it is encumbered, restricted, or subject 
to beneficial interests of private persons if any cur-
rent or future interest therein is for the benefit of 
the Foundation. 
(4) TAX EXEMPTION.— 
(A) IN GENERAL.—The Foundation, any 
income or property received or owned by the 
Foundation, and all transactions relating to 
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such income or property shall be exempt from 
all Federal, State, and local taxation. 
(B) EXEMPT
ORGANIZATIONS.—Contribu-
tions, gifts, and other transfers made to or for 
the use of the Foundation shall be treated as 
contributions, gifts, or transfers to an organiza-
tion exempt from taxation under section 
501(c)(3) of the Internal Revenue Code of 
1986. 
(d) FEDERAL FUNDS.— 
(1) IN GENERAL.—The Foundation may— 
(A) hold Federal funds made available, but 
not immediately disbursed; and 
(B) use any interest or other investment 
income earned on such Federal funds to carry 
out the purposes of the Foundation under this 
Act. 
(2) LIMITATION.—Investments made pursuant 
to paragraph (1)(B) may only be made in— 
(A) interest-bearing obligations of the 
United States; or 
(B) obligations guaranteed as to both prin-
cipal and interest by the United States. 
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(e) LIMITATION OF PUBLIC LIABILITY.—The United 
States shall not be liable for any debts, defaults, acts, or 
omissions of the Foundation. 
SEC. 6. SAFEGUARDS AND ACCOUNTABILITY. 
(a) SAFEGUARDS.—The Foundation shall develop, 
and incorporate into any agreement for support provided 
by the Foundation, appropriate safeguards, policies, and 
guidelines, consistent with internationally recognized best 
practices and standards for environmental and social safe-
guards. 
(b) INDEPENDENT ACCOUNTABILITY MECHANISM.— 
(1) IN GENERAL.—The Foundation shall estab-
lish a transparent and independent accountability 
mechanism, which shall provide— 
(A) a compliance review function that as-
sesses whether Foundation-supported projects 
adhere to the requirements described in sub-
section (a); 
(B) a dispute resolution function for re-
solving concerns between complainants and 
project implementers regarding the impacts of 
specific Foundation-supported projects with re-
spect to such standards; and 
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(C) an advisory function that reports to 
the Foundation on projects, policies, and prac-
tices. 
(2) DUTIES.—The accountability mechanism 
shall— 
(A) report annually to the Board and to 
the appropriate congressional committees re-
garding the Foundation’s compliance with inter-
nationally recognized best practices and stand-
ards in accordance with paragraph (1)(A); 
(B)(i) have permanent staff to conduct 
compliance reviews and dispute resolutions; or 
(ii) maintain a roster of experts to serve 
such roles, to the extent needed; and 
(C) hold a public comment period lasting 
not fewer than 60 days regarding the initial de-
sign of the accountability mechanism. 
SEC. 7. PROJECTS AND GRANTS. 
(a) PROJECT FUNDING REQUIREMENTS.— 
(1) IN GENERAL.—The Foundation shall— 
(A) fund eligible projects that support its 
mission to provide long-term funding for the ef-
fective management of protected and conserved 
areas and their contiguous buffer zones in eligi-
ble countries; and 
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(B) recognize the importance of a land-
scape or seascape approach to conservation that 
includes buffer zones, wildlife dispersal and cor-
ridor areas, and other effective area-based con-
servation measures. 
(2) ELIGIBLE
PROJECTS.—Eligible projects 
shall include projects that— 
(A) focus on supporting— 
(i) long-term management of pro-
tected or conserved areas and their contig-
uous buffer zones in countries described in 
subsection (b), including terrestrial, coast-
al, and marine-protected or conserved 
areas, parks, community conservancies, in-
digenous reserves, conservation easements, 
and biological reserves; and 
(ii) other effective area-based con-
servation measures; 
(B) are cost-matched from sources other 
than the United States Government; 
(C) have host country and local population 
support, as evidenced by a long-term binding 
memorandum of understanding signed by the 
host government that respects free, prior, and 
informed consent of affected communities; 
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(D) incorporate a set of key performance 
indicators; 
(E) demonstrate robust local community 
engagement, with the completion of appropriate 
environmental and social due diligence, includ-
ing— 
(i) free, prior, and informed consent 
of Indigenous Peoples and consultation 
with relevant local communities; 
(ii) equitable governance structures; 
and 
(iii) effective grievance mechanisms; 
(F) create economic opportunities for local 
communities, through activities such as— 
(i) equity and profit-sharing; 
(ii) employment activities; and 
(iii) other economic growth activities; 
(G) provide stable baseline funding for the 
effective management of the protected or con-
served area project; 
(H) are implementation ready; and 
(I) where possible, demonstrate a plan to 
strengthen the capacity of, and transfer skills 
to, local institutions to manage the protected or 
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conserved area before or after grant funding is 
exhausted. 
(b) ELIGIBLE COUNTRIES.— 
(1) IN GENERAL.—Before awarding any grants 
or entering into any project agreements for a given 
fiscal year, the Board shall conduct a review of 
countries in which the Foundation shall be eligible 
to fund projects to determine which countries— 
(A) are low-income, lower-middle-income, 
or upper-middle-income economies (as defined 
by the International Bank for Reconstruction 
and Development and the International Devel-
opment Association); 
(B) have— 
(i) a high degree of biological diver-
sity; or 
(ii) species or ecosystems of signifi-
cant importance; and 
(C) have demonstrated a commitment to 
conservation through actions, such as protecting 
lands and waters through the gazettement of 
national parks, community conservancies, ma-
rine reserves and protected areas, forest re-
serves, and other legally recognized forms of 
place-based conservation. 
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(2) 
IDENTIFICATION
OF
ELIGIBLE
COUN-
TRIES.—Not later than 5 days after the date on 
which the Board determines which countries are eli-
gible countries for a given fiscal year, the Executive 
Director shall— 
(A) submit a report to the appropriate con-
gressional committees that includes— 
(i) a list of all such eligible countries; 
and 
(ii) a justification for such eligibility 
determinations; and 
(B) publish the information contained in 
the report described in paragraph (A) in the 
Federal Register. 
(c) GRANTMAKING.— 
(1) IN
GENERAL.—In order to maximize its 
program effects, the Foundation should— 
(A) seek to coordinate with other inter-
national public and private donors to the extent 
possible; 
(B) seek additional financial and non-
financial contributions and commitments for its 
projects from host governments; and 
(C) strive to generate a partnership men-
tality among all participants, including public 
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and private funders, host governments, local 
protected areas authorities, and private and 
nongovernmental organization partners. 
(2) GRANT CRITERIA.—Foundation grants— 
(A) shall fund the management of well-de-
fined protected or conserved areas and the sys-
tems of such conservation areas in eligible 
countries; 
(B) should provide adequate baseline fund-
ing for at least 10 years, without replacing or 
duplicating existing baseline funding, for each 
protected and conserved area and the system 
that supports that area in an amount sufficient 
to maintain the effective management of the 
area over the long term; 
(C) should, during the grant period, dem-
onstrate progress in achieving clearly identified 
key performance indicators (as defined in the 
grant agreement), which may include— 
(i) the protection of biological diver-
sity; 
(ii) the protection of native flora and 
habitats, such as trees, forests, grasslands, 
mangroves, coral reefs, and sea grass; 
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(iii) 
community-based 
economic 
growth indicators, such as improved land 
tenure, increases in beneficiaries partici-
pating in economic growth activities, and 
sufficient income from conservation activi-
ties being directed to communities in 
project areas; 
(iv) improved management of the pro-
tected or conserved area covered by the 
project, as documented through the sub-
mission of strategic plans or annual re-
ports to the Foundation; and 
(v) the identification of additional rev-
enue sources or sustainable financing 
mechanisms to meet the recurring costs of 
management of the protected or conserved 
areas; and 
(D) may be terminated if the Board deter-
mines that the project is not meeting applicable 
requirements under this Act or making progress 
in achieving the key performance indicators de-
fined in the grant agreement. 
SEC. 8. ANNUAL REPORT. 
Not later than 360 days after the date of the enact-
ment of this Act, and annually thereafter while the Foun-
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dation continues to function, the Executive Director of the 
Foundation shall submit a report to the appropriate con-
gressional committees that describes— 
(1) the goals of the Foundation; 
(2) the programs, projects, and activities sup-
ported by the Foundation; 
(3) private and governmental contributions to 
the Foundation; and 
(4) the standardized criteria utilized to deter-
mine the programs and activities supported by the 
Foundation, including baselines, targets, desired out-
comes, measurable goals, and extent to which those 
goals are being achieved for each project. 
SEC. 9. AUTHORIZATION OF APPROPRIATIONS. 
(a) ADMINISTRATIVE EXPENSES.—There are author-
ized to be appropriated, for each of the fiscal years 2023 
through 2032, such sums as may be necessary for the ad-
ministrative expenses of the Foundation. 
(b) PROGRAM FUNDS.— 
(1) AUTHORIZATION.—There are authorized to 
be appropriated $100,000,000 for each of the fiscal 
years 2023 through 2032 to carry out section 7. 
(2) COST MATCHING REQUIREMENT.—Amounts 
appropriated pursuant to paragraph (1) may only be 
made available to grantees to the extent such grant-
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ees secure funding for an eligible project from 
sources other than the United States Government in 
an amount that is not less than the amount received 
in grants for such project pursuant to section 7. 
Æ 
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