SEC. 6. BOARD OF GOVERNORS. 
Section 300104 of title 36, United States Code, is 
amended to read as follows: 
‘‘§ 300104. Board of governors 
‘‘(a) BOARD OF GOVERNORS.— 
‘‘(1) IN GENERAL.—The board of governors is the 
governing body of the corporation with all powers of 
governing and directing, and of overseeing the man-
agement of the business and affairs of, the corpora-
tion. 
‘‘(2) NUMBER.—The board of governors shall fix 
by resolution, from time to time, the number of mem-
bers constituting the entire board of governors, pro-
vided that— 
‘‘(A) as of March 31, 2009, and thereafter, 
there shall be no fewer than 12 and no more 
than 25 members; and 
‘‘(B) as of March 31, 2012, and thereafter, 
there shall be no fewer than 12 and no more 
than 20 members constituting the entire board. 
Procedures to implement the preceding sentence shall 
be provided in the bylaws. 
‘‘(3) APPOINTMENT.—The governors shall be ap-
pointed or elected in the following manner: 
‘‘(A) CHAIRMAN.— 
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‘‘(i) IN GENERAL.—The board of gov-
ernors, in accordance with procedures pro-
vided in the bylaws, shall recommend to the 
President an individual to serve as chair-
man of the board of governors. If such rec-
ommendation is approved by the President, 
the President shall appoint such individual 
to serve as chairman of the board of gov-
ernors. 
‘‘(ii) VACANCIES.—Vacancies in the of-
fice of the chairman, including vacancies re-
sulting from the resignation, death, or re-
moval by the President of the chairman, 
shall be filled in the same manner described 
in clause (i). 
‘‘(iii) DUTIES.—The chairman shall be 
a member of the board of governors and, 
when present, shall preside at meetings of 
the board of governors and shall have such 
other duties and responsibilities as may be 
provided in the bylaws or a resolution of the 
board of governors. 
‘‘(B) OTHER MEMBERS.— 
‘‘(i) IN
GENERAL.—Members of the 
board of governors other than the chairman 
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shall be elected at the annual meeting of the 
corporation in accordance with such proce-
dures as may be provided in the bylaws. 
‘‘(ii) VACANCIES.—Vacancies in any 
such elected board position and in any 
newly created board position may be filled 
by a vote of the remaining members of the 
board of governors in accordance with such 
procedures as may be provided in the by-
laws. 
‘‘(b) TERMS OF OFFICE.— 
‘‘(1) IN GENERAL.—The term of office of each 
member of the board of governors shall be 3 years, ex-
cept that— 
‘‘(A) the board of governors may provide 
under the bylaws that the terms of office of mem-
bers of the board of governors elected to the board 
of governors before March 31, 2012, may be less 
than 3 years in order to implement the provi-
sions of subparagraphs (A) and (B) of subsection 
(a)(2); and 
‘‘(B) any member of the board of governors 
elected by the board to fill a vacancy in a board 
position arising before the expiration of its term 
may, as determined by the board, serve for the 
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remainder of that term or until the next annual 
meeting of the corporation. 
‘‘(2) STAGGERED TERMS.—The terms of office of 
members of the board of governors (other than the 
chairman) shall be staggered such that, by March 31, 
2012, and thereafter, 1⁄3 of the entire board (or as 
near to 1⁄3 as practicable) shall be elected at each suc-
cessive annual meeting of the corporation with the 
term of office of each member of the board of gov-
ernors elected at an annual meeting expiring at the 
third annual meeting following the annual meeting at 
which such member was elected. 
‘‘(3) TERM LIMITS.—No person may serve as a 
member of the board of governors for more than such 
number of terms of office or years as may be provided 
in the bylaws. 
‘‘(c) COMMITTEES AND OFFICERS.—The board— 
‘‘(1) may appoint, from its own members, an ex-
ecutive committee to exercise such powers of the board 
when the board is not in session as may be provided 
in the bylaws; 
‘‘(2) may appoint such other committees or advi-
sory councils with such powers as may be provided in 
the bylaws or a resolution of the board of governors; 
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‘‘(3) shall appoint such officers of the corpora-
tion, including a chief executive officer, with such du-
ties, responsibilities, and terms of office as may be 
provided in the bylaws or a resolution of the board 
of governors; and 
‘‘(4) may remove members of the board of gov-
ernors (other than the chairman), officers, and em-
ployees under such procedures as may be provided in 
the bylaws or a resolution of the board of governors. 
‘‘(d) ADVISORY COUNCIL.— 
‘‘(1) ESTABLISHMENT.—There shall be an advi-
sory council to the board of governors. 
‘‘(2) MEMBERSHIP; APPOINTMENT
BY
PRESI-
DENT.— 
‘‘(A) IN
GENERAL.—The advisory council 
shall be composed of no fewer than 8 and no 
more than 10 members, each of whom shall be 
appointed by the President from principal offi-
cers of the executive departments and senior offi-
cers of the Armed Forces whose positions and in-
terests qualify them to contribute to carrying out 
the programs and purposes of the corporation. 
‘‘(B) 
MEMBERS
FROM
THE
ARMED 
FORCES.—At least 1, but not more than 3, of the 
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members of the advisory council shall be selected 
from the Armed Forces. 
‘‘(3) DUTIES.—The advisory council shall advise, 
report directly to, and meet, at least 1 time per year 
with the board of governors, and shall have such 
name, functions and be subject to such procedures as 
may be provided in the bylaws. 
‘‘(e) ACTION WITHOUT MEETING.—Any action re-
quired or permitted to be taken at any meeting of the board 
of governors or of any committee thereof may be taken with-
out a meeting if all members of the board or committee, 
as the case may be, consent thereto in writing, or by elec-
tronic transmission and the writing or writings or elec-
tronic transmission or transmissions are filed with the min-
utes of proceedings of the board or committee. Such filing 
shall be in paper form if the minutes are maintained in 
paper form and shall be in electronic form if the minutes 
are maintained in electronic form. 
‘‘(f) VOTING BY PROXY.— 
‘‘(1) IN GENERAL.—Voting by proxy is not al-
lowed at any meeting of the board, at the annual 
meeting, or at any meeting of a chapter. 
‘‘(2) EXCEPTION.—The board may allow the elec-
tion of governors by proxy during any emergency. 
‘‘(g) BYLAWS.— 
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‘‘(1) IN
GENERAL.—The board of governors 
may— 
‘‘(A) at any time adopt bylaws; and 
‘‘(B) at any time adopt bylaws to be effec-
tive only in an emergency. 
‘‘(2) EMERGENCY BYLAWS.—Any bylaws adopted 
pursuant to paragraph (1)(B) may provide special 
procedures necessary for managing the corporation 
during the emergency. All provisions of the regular 
bylaws consistent with the emergency bylaws remain 
effective during the emergency. 
‘‘(h) DEFINITIONS.—For purposes of this section— 
‘‘(1) the term ‘entire board’ means the total 
number of members of the board of governors that the 
corporation would have if there were no vacancies; 
and 
‘‘(2) the term ‘emergency’ shall have such mean-
ing as may be provided in the bylaws.’’. 
SEC. 7. POWERS. 
Subsection (a)(1) of section 300105 of title 36, United 
States Code, is amended by striking ‘‘bylaws’’ and inserting 
‘‘policies’’. 
SEC. 8. ANNUAL MEETING. 
Section 300107 of title 36, United States Code, is 
amended to read as follows: 
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‘‘§ 300107. Annual meeting 
‘‘(a) IN GENERAL.—The annual meeting of the cor-
poration is the annual meeting of delegates of the chapters. 
‘‘(b) TIME OF MEETING.—The annual meeting shall 
be held as determined by the board of governors. 
‘‘(c) PLACE OF MEETING.—The board of governors is 
authorized to determine that the annual meeting shall not 
be held at any place, but may instead be held solely by 
means of remote communication subject to such procedures 
as are provided in the bylaws. 
‘‘(d) VOTING.— 
‘‘(1) IN GENERAL.—In matters requiring a vote 
at the annual meeting, each chapter is entitled to at 
least 1 vote, and voting on all matters may be con-
ducted by mail, telephone, telegram, cablegram, elec-
tronic mail, or any other means of electronic or tele-
phone transmission, provided that the person voting 
shall state, or submit information from which it can 
be determined, that the method of voting chosen was 
authorized by such person. 
‘‘(2) ESTABLISHMENT OF NUMBER OF VOTES.— 
‘‘(A) IN GENERAL.—The board of governors 
shall determine on an equitable basis the number 
of votes that each chapter is entitled to cast, tak-
ing into consideration the size of the membership 
of the chapters, the populations served by the 
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chapters, and such other factors as may be deter-
mined by the board. 
‘‘(B) PERIODIC REVIEW.—The board of gov-
ernors shall review the allocation of votes at least 
every 5 years.’’. 
SEC. 9. ENDOWMENT FUND. 
Section 300109 of title 36, United States Code is 
amended— 
(1) by striking ‘‘nine’’ from the first sentence 
thereof; and 
(2) by striking the second sentence and inserting 
the following: ‘‘The corporation shall prescribe policies 
and regulations on terms and tenure of office, ac-
countability, and expenses of the board of trustees.’’. 
SEC. 10. ANNUAL REPORT AND AUDIT. 
Subsection (a) of section 300110 of title 36, United 
States Code, is amended to read as follows: 
‘‘(a) SUBMISSION OF REPORT.—As soon as practicable 
after the end of the corporation’s fiscal year, which may 
be changed from time to time by the board of governors, 
the corporation shall submit a report to the Secretary of 
Defense on the activities of the corporation during such fis-
cal year, including a complete, itemized report of all re-
ceipts and expenditures.’’. 
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SEC. 11. COMPTROLLER GENERAL OF THE UNITED STATES 
AND OFFICE OF THE OMBUDSMAN. 
(a) IN GENERAL.—Chapter 3001 of title 36, United 
States Code, is amended by redesignating section 300111 
as section 300113 and by inserting after section 300110 the 
following new sections: 
‘‘§ 300111. Authority of the Comptroller General of the 
United States 
‘‘The Comptroller General of the United States is au-
thorized to review the corporation’s involvement in any 
Federal program or activity the Government carries out 
under law. 
‘‘§ 300112. Office of the Ombudsman 
‘‘(a) ESTABLISHMENT.—The corporation shall estab-
lish an Office of the Ombudsman with such duties and re-
sponsibilities as may be provided in the bylaws or a resolu-
tion of the board of governors. 
‘‘(b) REPORT.— 
‘‘(1) IN GENERAL.—The Office of the Ombuds-
man shall submit annually to the appropriate Con-
gressional committees a report concerning any trends 
and systemic matters that the Office of the Ombuds-
man has identified as confronting the corporation. 
‘‘(2) APPROPRIATE
CONGRESSIONAL
COMMIT-
TEES.—For purposes of paragraph (1), the appro-
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priate Congressional committees are the following 
committees of Congress: 
‘‘(A) SENATE
COMMITTEES.—The appro-
priate Congressional committees of the Senate 
are— 
‘‘(i) the Committee on Finance; 
‘‘(ii) the Committee on Foreign Rela-
tions; 
‘‘(iii) the Committee on Health, Edu-
cation, Labor, and Pensions; 
‘‘(iv) the Committee on Homeland Se-
curity and Governmental Affairs; and 
‘‘(v) the Committee on the Judiciary. 
‘‘(B) HOUSE
COMMITTEES.—The appro-
priate Congressional committees of the House of 
Representatives are— 
‘‘(i) the Committee on Energy and 
Commerce; 
‘‘(ii) the Committee on Foreign Affairs; 
‘‘(iii) the Committee on Homeland Se-
curity; 
‘‘(iv) the Committee on the Judiciary; 
and 
‘‘(v) the Committee on Ways and 
Means.’’. 
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(b) CLERICAL AMENDMENT.—The table of sections for 
chapter 3001 of title 36, United States Code, is amended 
by striking the item relating to section 300111 and insert-
ing the following: 
‘‘300111. Authority of the Comptroller General of the United States. 
‘‘300112. Office of the Ombudsman. 
‘‘300113. Reservation of right to amend or repeal.’’. 
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