(1) IN
GENERAL.—A vacancy on the Board 
shall be filled in the manner in which the original 
appointment was made. 
(2) 
APPOINTMENT
TO
REPLACE
DURING 
TERM.—Any director appointed to fill a vacancy oc-
curring before the expiration of the term for which 
the director’s predecessor was appointed shall be ap-
pointed only for the remainder of the term. 
(3) DURATION.—A director may serve after the 
expiration of that director’s term until a successor 
has taken office. 
(h) QUORUM.—At the time of any Board meeting, 75 
percent of the directors confirmed by Congress (rounded 
down to a whole number) shall constitute a quorum. 
(i) REAPPOINTMENT.—A director of the Board ap-
pointed by the President may be reappointed by the Presi-
dent in accordance with this section. 
(j) PER DIEM REIMBURSEMENT.—Directors of the 
Board shall serve on a part-time basis and shall receive 
a per diem when engaged in the actual performance of 
Bank business, plus reasonable reimbursement for travel, 
subsistence, and other necessary expenses incurred in the 
performance of their duties. 
(k) LIMITATIONS.—A director of the Board may not 
participate in any review or decision affecting a project 
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under consideration for assistance under this Act if the 
director has or is affiliated with a person who has an inter-
est in such project. 
(l) RESPONSIBILITIES.—The Board shall— 
(1) as soon as is practicable after the date on 
which the last director is appointed, establish an Ex-
ecutive Committee, Risk Management Committee 
and Audit Committee as prescribed by this Act; 
(2) not later than 180 days after the date on 
which the last director is appointed develop and ap-
prove the bylaws of the Bank, and publish such by-
laws in the Federal Register, including bylaws for 
the regulation of the affairs and conduct of the busi-
ness of the Bank, consistent with the purpose, goals, 
objectives, and policies set forth in this Act; 
(3) ensure that the Bank is at all times oper-
ated in a manner that is consistent with this Act, 
by— 
(A) monitoring and assessing the effective-
ness of the Bank in achieving its strategic 
goals; 
(B) periodically reviewing internal policies 
submitted by the chief executive officer; 
(C) reviewing and approving annual busi-
ness plans, annual budgets, and long-term 
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strategies submitted by the chief executive offi-
cer; 
(D) reviewing and approving annual re-
ports submitted by the chief executive officer; 
(E) reviewing risk management and audit 
practices of the Bank; and 
(F) reviewing and approving all changes to 
the organization of the Bank; and 
(4) establishing such other criteria, require-
ments, or procedures as the Board may consider to 
be appropriate in carrying out this Act. 
(m) MEETINGS.— 
(1) OPEN TO THE PUBLIC; NOTICE.—All meet-
ings of the Board held to conduct the business of the 
Bank shall be open to the public and shall be pre-
ceded by reasonable notice. 
(2) INITIAL MEETING.—The Board shall meet 
not later than 90 days after the date on which the 
last director is appointed and otherwise at the call 
of the Chairperson. 
(3) EXCEPTION FOR CLOSED MEETINGS.—Pur-
suant to such rules as the Board may establish 
through their bylaws, the directors may close a 
meeting of the Board if, at the meeting, there is 
likely to be disclosed information which could ad-
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versely affect or lead to speculation relating to an in-
frastructure project under consideration for assist-
ance under this Act or in financial or securities or 
commodities markets or institutions, utilities, or real 
estate. The determination to close any meeting of 
the Board shall be made in a meeting of the Board, 
open to the public, and preceded by reasonable no-
tice. The Board shall prepare minutes of any meet-
ing which is closed to the public and make such min-
utes available as soon as the considerations necessi-
tating closing such meeting no longer apply. 
SEC. 207. POWERS AND LIMITATIONS OF THE BOARD. 
(a) POWERS.—In order to carry out the purposes of 
the Bank as set forth in this Act, the Board shall be re-
sponsible for the approval and monitoring of infrastruc-
ture projects, and have the following powers: 
(1) To make senior and subordinated direct 
loans on such terms as the Board may determine, in 
the Board’s discretion, to be appropriate to assist in 
the financing or refinancing of an infrastructure 
project. 
(2) Subject to the availability of funding, as de-
termined by the Board, to develop specialized loan 
programs, such as a disadvantaged communities 
loan program, or a community cooperative startup, 
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that provide project financing on flexible repayment 
terms. 
(3) To make loan guarantees on such terms as 
the Board may determine, in the Board’s discretion, 
to be appropriate to assist in the financing or refi-
nancing of an infrastructure project. 
(4) To issue Bonds, to provide financing to in-
frastructure projects from amounts made available 
from the issuance of such bonds. 
(5) To make agreements and contracts with any 
entity in furtherance of the business of the Bank. 
(6) To approve infrastructure loans financed in 
whole or in part, by the Bank, after receiving rec-
ommendations from the Executive Committee estab-
lished in section 208. 
(7) To monitor infrastructure projects financed 
in whole or in part, by the Bank, after receiving as-
sessments from the Executive Committee. 
(8) To sue and be sued in the Bank’s corporate 
capacity in any court of competent jurisdiction, ex-
cept that no attachment, injunction, or similar proc-
ess, may be issued against the property of the Bank 
or against the Bank with respect to such property. 
(9) To indemnify the directors and officers of 
the Bank for liabilities arising out of the actions of 
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