(17) To invest funds held by it for pension or
similar purposes in any appropriate marketable se-
curities.
(18) To fix the compensation of Bank Board
members.
SEC. 211. BANK MEMBERSHIP.
(a) IN GENERAL.—A person, including a govern-
mental entity (other than the United States and the Cor-
poration), may become a member of the Bank if such per-
son complies with the procedures and conditions estab-
lished by the Bank Board under section 204(c)(6) and
meets the subscription requirements of this section.
(b) SUBSCRIPTION OF SHARES.—
(1) INITIAL.—In order to be a member of the
Bank, a person shall subscribe to such minimum
number of shares of capital stock of the Bank as the
Bank Board may establish.
(2) ADDITIONAL.—
(A) IN GENERAL.—When there are unsub-
scribed shares of the Bank’s capital stock or an
increase in the capital stock is approved under
subsection (g)(2), each member may subscribe,
under conditions established by the Bank
Board, to an amount of increased shares of
capital stock that does not exceed the amount
determined by multiplying—
(i) the amount of such unsubscribed
or increased shares, by
(ii) the ratio of the shares of capital
stock of the Bank owned by such member
on the day before such increase bears to
the aggregate shares of such stock owned
by all members of the Bank on such day.
(B) AVAILABILITY TO NONMEMBERS.—The
shares of capital stock that members do not
subscribe to under subparagraph (A) may be
made available by the Bank for subscription to
persons and governmental entities (other than
the United States) who are not members of the
Bank but who intend to become members of the
Bank.
(c) DIVISION AND CALLS OF SUBSCRIBED SHARES.—
The subscription of each member of the Bank shall be di-
vided into 2 parts as follows:
(1) 15 percent shall be paid-in cash or cash
equivalent.
(2) The remaining 85 percent shall be subject
to call by the Bank when required to meet the obli-
gations of the Bank to its creditors.
(d) CALLABLE CAPITAL.—Capital of members of the
Bank subject to call may only be called on a pro rata basis
with each member providing a share of the funds being
called which corresponds to its ownership share in the
Bank on the date of the call.
(e) LIMITATION ON LIABILITY.—The liability of each
member of the Bank shall be limited to the unpaid portion
of the issue price of the shares of capital stock of the Bank
subscribed to by the member.
(f) RESTRICTIONS ON ISSUANCE, TRANSFER, AND
PLEDGE OF SHARES.—Shares of capital stock of the Bank
may be issued only to members of the Bank, may not be
pledged or encumbered in any manner by the members
of the Bank, and may be transferred only to the Bank
by its members.
(g) AUTHORIZED CAPITALIZATION.—
(1) IN
GENERAL.—The authorized capitaliza-
tion of the Bank shall be $2,000,000,000. Subject to
section 212, the United States and Canada shall
each provide to the Bank $600,000,000 in long-term
loans. The authorized capital stock of the Bank shall
be $800,000,000 and shall be divided into 800,000
shares having a par value of $1,000 each. Such
shares shall be available only for subscription by
members of the Bank.
(2) INCREASED CAPITAL STOCK.—The capital
stock of the Bank may be increased when the Bank
deems it advisable by a majority vote of members of
the Bank.
SEC. 212. UNITED STATES PARTICIPATION.
(a) PROHIBITION
ON CAPITAL STOCK SUBSCRIP-
TION.—The United States and the Corporation may not
subscribe to shares of capital stock of the Bank.
(b) DIRECT LOAN.—Subject to advance appropria-
tions, the Secretary shall make a direct loan to the Bank
of $100,000,000 after the Secretary determines that—
(1) the Bank is properly incorporated and char-
tered in the United States and Canada;
(2) the Bank has established reasonable condi-
tions for admitting members to the Bank, taking
into consideration the financial strength of the po-
tential members and the requirements of the Bank
to remain financially viable; and
(3) the Government of Canada is making a
similar loan to the Bank.
(c) AGREEMENT
FOR FUTURE LOANS.—The Sec-
retary and the Bank Board shall enter into an agreement
under which the Secretary, subject to advance appropria-
tions, will make direct loans to the Bank not to exceed
$500,000,000 in the aggregate. The Secretary may make
a loan under this subsection only if the Bank dem-
onstrates to the satisfaction of the Secretary that the
Bank needs such loans to meet the Bank’s obligations to
its creditors.
(d) TERMS AND CONDITIONS.—A loan made by the
United States to the Bank under this section and section
211(g)—
(1) shall be for a term no longer than 25 years;
(2) shall bear interest at—
(A) a rate the Secretary of the Treasury
establishes, considering the current average
yield on outstanding marketable obligations of
the United States that have remaining periods
of maturity comparable to the average maturity
of the loan, adjusted to the nearest .125 per-
cent; plus
(B) an allowance the Secretary of Trans-
portation considers adequate to cover adminis-
trative costs and probable losses;
(3) shall be subject to a call for repayment by
the Bank at any time that the Secretary determines
the Bank is not complying with the objectives of this
title; and
(4) shall be subject to such other terms and
conditions as the Secretary determines appropriate.
SEC. 213. LIMITATIONS ON UNITED STATES LIABILITY.
(a) CONTRIBUTION.—The lending or contribution of
Federal funds, or the provision of credit or credit enhance-
ment by the United States, to the Bank shall not be con-
strued as a commitment, guarantee, or obligation on the
part of the United States to any third party, nor shall
any third party have any right against the United States
for payment solely by virtue of the contribution.
(b) FINANCING INSTRUMENT.—Any security or debt
financing instrument issued by the Bank shall expressly
state that the security or instrument does not constitute
a direct or indirect commitment, guarantee, or obligation
of the United States.
(c) OUTSTANDING LOAN.—The liability of the United
States to the Bank or any other person or governmental
entity for any claim arising as a result of any action or
inaction by the Bank shall be limited to the aggregate
amount of loans from the United States to the Bank out-
standing on the date the claim arose or at the time of
final judgment, whichever results in the lesser amount.
SEC. 214. FEDERAL RESERVE BANKS AS DEPOSITORIES.
Any Federal Reserve bank that is requested to do so
by the Bank may act as its depository or as its fiscal
agent.
SEC. 215. REPORTS ON BANK SECURITIES.
(a) REPORTS TO SECURITIES AND EXCHANGE COM-
MISSION.—The Bank shall file with the Securities and Ex-
change Commission such annual and other reports with
regard to securities issued by the Bank (including any
guarantee made by the Bank, whether or not limited in
scope) as the Commission determines to be appropriate
in view of the special character of the Bank and its oper-
ations and necessary in the public interest or for the pro-
tection of investors.
(b) REPORTS TO CONGRESS.—The Commission shall
include in its annual reports to Congress such information
as the Commission shall deem advisable with regard to
the operations of the Bank and the reports submitted to
the Commission under subsection (a) and in connection
therewith shall include any views submitted for such pur-
pose by any association of dealers registered with the
Commission.
SEC. 216. JURISDICTION AND VENUE OF CIVIL ACTIONS BY
OR AGAINST BANK.
(a) JURISDICTION.—The United States district
courts shall have original and exclusive jurisdiction of any
civil action brought in the United States by or against the
Bank.
(b) VENUE.—For purposes of section 1391(b) of title
28, United States Code, the Bank shall be deemed to be
a resident of the judicial district in which the principal
office of the Bank in the United States, or its agent ap-
pointed for the purpose of accepting service or notice of
service, is located.
SEC. 217. AUDITS AND REPORTS.
(a) ACCOUNTING AND AUDIT.—The books of account
of the Bank shall be maintained in accordance with gen-
erally accepted accounting principles and shall be subject
to an annual audit by independent public accountants of
internationally recognized standing.
(b) REPORTS.—The Managing Director shall submit
to the President and the Government of Canada, on or
before the 90th day following the last day of each fiscal
year, a complete and detailed report with respect to the
preceding fiscal year, setting forth—
(1) a summary of the Bank’s operations for
such preceding fiscal year; and
(2) the Bank’s financial statements and the
opinion with respect thereto prepared by the inde-
pendent public accountants reviewing such state-
ments, and a copy of any report made on an audit
conducted under subsection (a).
(c) ANNUAL REVIEW.—The board of review estab-
lished under section 113(c) shall review the annual audit
conducted under subsection (a) and shall transmit to the
President, Congress, and the Government of Canada a re-
port of its findings with such recommendations as the
board of review considers appropriate.
SEC. 218. AUTHORIZATION OF APPROPRIATIONS.
(a) BANK START-UP COSTS.—There is authorized to
be appropriated $250,000 to the Secretary for transfer to
the Bank for the United States share of the cost of estab-
lishment of the Bank on the date of establishment of the
Bank. Such funds shall remain available until expended.
(b) DIRECT LOAN COSTS.—There is authorized to be
appropriated such sums as necessary for the costs of mak-
ing direct loans under sections 211(g) and 212. For pur-
poses of this subsection, the cost of making a direct loan
are the costs described in section 502(5)(B) of Congres-
sional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).
Æ