172 
are consistent with those of the Founda-
tion for the National Institutes of Health, 
to the extent determined practicable and 
appropriate by the Board; 
‘‘(vii) specify a cap on administrative 
expenses for recipients of a grant, con-
tract, or cooperative agreement from the 
Foundation; 
‘‘(viii) establish policies for the execu-
tion of memoranda of understanding and 
cooperative agreements between the Foun-
dation and other entities, including the 
Food and Drug Administration; 
‘‘(ix) establish policies for funding 
training fellowships, whether at the Foun-
dation, academic or scientific institutions, 
or the Food and Drug Administration, for 
scientists, doctors, and other professionals 
who are not employees of regulated indus-
try, to foster greater understanding of and 
expertise 
in 
new 
scientific 
tools, 
diagnostics, manufacturing techniques, and 
potential barriers to translating basic re-
search into clinical and regulatory practice; 
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173 
‘‘(x) specify a process for annual 
Board review of the operations of the 
Foundation; and 
‘‘(xi) establish specific duties of the 
Executive Director; 
‘‘(B) prioritize and provide overall direc-
tion to the activities of the Foundation; 
‘‘(C) evaluate the performance of the Exec-
utive Director; and 
‘‘(D) carry out any other necessary activi-
ties regarding the functioning of the Founda-
tion. 
‘‘(3) TERMS AND VACANCIES.— 
‘‘(A) TERM.—The term of office of each 
member of the Board appointed under para-
graph (1)(C) shall be 4 years, except that the 
terms of offices for the initial appointed mem-
bers of the Board shall expire on a staggered 
basis as determined by the ex officio members. 
‘‘(B) VACANCY.—Any vacancy in the mem-
bership of the Board— 
‘‘(i) shall not affect the power of the 
remaining members to execute the duties 
of the Board; and 
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‘‘(ii) shall be filled by appointment by 
the appointed members described in para-
graph (1)(C) by majority vote. 
‘‘(C) PARTIAL TERM.—If a member of the 
Board does not serve the full term applicable 
under subparagraph (A), the individual ap-
pointed under subparagraph (B) to fill the re-
sulting vacancy shall be appointed for the re-
mainder of the term of the predecessor of the 
individual. 
‘‘(D) SERVING PAST TERM.—A member of 
the Board may continue to serve after the expi-
ration of the term of the member until a suc-
cessor is appointed. 
‘‘(4) COMPENSATION.—Members of the Board 
may not receive compensation for service on the 
Board. Such members may be reimbursed for travel, 
subsistence, and other necessary expenses incurred 
in carrying out the duties of the Board, as set forth 
in the bylaws issued by the Board. 
‘‘(e) INCORPORATION.—The ex officio members of the 
Board shall serve as incorporators and shall take whatever 
actions necessary to incorporate the Foundation. 
‘‘(f) NONPROFIT STATUS.—The Foundation shall be 
considered to be a corporation under section 501(c) of the 
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Internal Revenue Code of 1986, and shall be subject to 
the provisions of such section. 
‘‘(g) EXECUTIVE DIRECTOR.— 
‘‘(1) IN GENERAL.—The Board shall appoint an 
Executive Director who shall serve at the pleasure of 
the Board. The Executive Director shall be respon-
sible for the day-to-day operations of the Foundation 
and shall have such specific duties and responsibil-
ities as the Board shall prescribe. 
‘‘(2) COMPENSATION.—The compensation of 
the Executive Director shall be fixed by the Board 
but shall not be greater than the compensation of 
the Commissioner. 
‘‘(h) ADMINISTRATIVE POWERS.—In carrying out 
this subchapter, the Board, acting through the Executive 
Director, may— 
‘‘(1) adopt, alter, and use a corporate seal, 
which shall be judicially noticed; 
‘‘(2) hire, promote, compensate, and discharge 
1 or more officers, employees, and agents, as may be 
necessary, and define their duties; 
‘‘(3) prescribe the manner in which— 
‘‘(A) real or personal property of the 
Foundation is acquired, held, and transferred; 
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