II 115th CONGRESS 1st Session S. 2257 IN THE SENATE OF THE UNITED STATES December 20, 2017 Mr. Coons (for himself and Mr. Graham ) introduced the following bill; which was read twice and referred to the Committee on Energy and Natural Resources A BILL To establish the IMPACT for Energy Foundation.

1. Short title This Act may be cited as the Increasing and Mobilizing Partnerships to Achieve Commercialization of Technologies for Energy Act or the IMPACT for Energy Act . 2. Definitions In this Act: (1) Board The term Board means the Board of Directors for the Foundation described in section 3(c). (2) Chair The term Chair means the Chair of the Board described in section 3(c)(2). (3) Executive Director The term Executive Director means the Executive Director of the Board described in section 3(f)(2). (4) Foundation The term Foundation means the IMPACT for Energy Foundation established under section 3(a). (5) Secretary The term Secretary means the Secretary of Energy. 3. Establishment of IMPACT for Energy Foundation (a) Establishment (1) In general Not later than February 1, 2019, the Secretary shall establish a nonprofit corporation to be known as the IMPACT for Energy Foundation . (2) Limitation The Foundation shall not be an agency or instrumentality of the Federal Government. (b) Purpose and activities of foundation (1) Purpose The purpose of the Foundation is to provide a mechanism to channel private sector investments that support efforts to create, develop, and commercialize innovative technologies that address energy challenges, by methods that include— (A) fostering collaboration and partnerships with energy researchers from the Federal Government, State governments, institutions of higher education, federally funded research and development centers, industry, and nonprofit organizations for the research, development, or commercialization of transformative energy technologies; (B) leveraging technologies to support new product development that supports regional economic development; and (C) administering prize competitions to accelerate private sector competition and investment. (2) Activities (A) In general The Foundation may solicit and accept gifts, grants, and other donations, establish accounts, and invest and expend funds in support of the programs and activities described in subparagraphs (B) through (D). (B) Studies, competitions, and projects The Foundation may conduct and support studies, competitions, projects, research, development, commercialization, and other activities that further the purpose of the Foundation described in paragraph (1). (C) Fellowships and grants (i) In general The Foundation may provide fellowships and grants to recipients selected under clause (iii) for activities relating to research, development, prototyping, maturing, or commercializing of energy technologies. (ii) Uses of fellowships and grants A fellowship or grant under clause (i) may include stipends, travel, health insurance benefits, and other appropriate expenses. (iii) Selection The Executive Director shall select the recipient of a fellowship or grant based on the technical and commercialization merits of the project. (iv) Federal laboratories (I) In general Federal Laboratories, including laboratories of the Department of Energy, may apply for and accept grants under clause (i). (II) Effect A Federal laboratory that applies for or accepts a grant under subclause (I) shall not be considered to be engaging in a competitive procedure. (D) Supplementary programs The Foundation may carry out supplementary programs— (i) to conduct and support forums, meetings, conferences, courses, and training workshops consistent with the purpose of the Foundation described in paragraph (1); (ii) to support and encourage the understanding and development of— (I) data reporting models that promote the translation of technologies from the research stage, through development and maturation, and to the market; and (II) policies that make regulation more effective and efficient by leveraging the technology translation data described in subclause (I) for the regulation of relevant technology sectors; (iii) for writing, editing, printing, publishing, and vending books and other materials relating to research carried out under the Foundation; and (iv) to conduct other activities to carry out and support the purpose described in paragraph (1). (E) Authority of foundation The Foundation shall be the sole entity responsible for carrying out the activities described in this paragraph. (F) Administrative control No participant in a program under this paragraph or employee of the Foundation shall exercise any administrative control over any Federal employee. (c) Board of directors (1) Membership (A) In general The Foundation shall operate under the direction of a Board of Directors, which shall be composed of— (i) ex-officio members described in subparagraph (B); and (ii) appointed members described in subparagraph (C). (B) Ex-officio members (i) Initial members (I) In general Subject to subclause (II), the initial ex-officio members of the Board shall be— (aa) the chair of the Committee on Energy and Natural Resources of the Senate (or a designee); (bb) the ranking minority member of the Committee on Energy and Natural Resources of the Senate (or a designee); (cc) the chair of the Committee on Energy and Commerce of the House of Representatives (or a designee); (dd) the ranking minority member of the Committee on Energy and Commerce of the House of Representatives (or a designee); (ee) the chair of the Committee on Environment and Public Works of the Senate (or a designee); (ff) the ranking minority member of the Committee on Environment and Public Works of the Senate (or a designee); (gg) the chair of the Committee on Science, Space, and Technology of the House of Representatives (or a designee); (hh) the ranking minority member of the Committee on Science, Space, and Technology of the House of Representatives (or a designee); and (ii) the Secretary (or a designee). (II) Designees A designee under subclause (I) shall be a member of the staff of the applicable chair, ranking minority member, or Secretary. (ii) Permanent members (I) Termination On the appointment of appointed members of the Board under subparagraph (C), the terms of service of the ex-officio members of the Board described in items (aa) through (hh) of clause (i)(I) shall terminate. (II) Permanent member The Secretary shall serve as a permanent ex-officio member of the Board. (iii) Nonvoting members The ex-officio members of the Board shall be nonvoting members. (C) Appointed members (i) In general The appointed members of the Board shall be composed of 11 individuals, which shall include not fewer than 1 but not more than 5 representatives of each of— (I) the academic community; (II) the business community; (III) nonprofit organizations; (IV) the communities surrounding the laboratories and facilities of the Department of Energy; and (V) the technology transfer and commercialization community. (ii) Method of appointment (I) In general Not later than 90 days after the date of enactment of this Act, the ex-officio members of the Board shall select from a list of candidates, to be provided by, at the discretion of the Secretary, the Secretary of Energy Advisory Board or the National Academy of Sciences, individuals for appointment as members of the Board. (II) Vote For the initial membership of the Board, an individual selected for appointment under subclause (I) shall be appointed on a vote of not fewer than 3/5 of the initial ex-officio members of the Board. (iii) Restriction on membership No employee of the Department of Energy shall be appointed as a member of the Board. (iv) Amendment to number of appointed members The Board, through amendments to the bylaws of the Foundation, may provide that the number of appointed members of the Board shall be greater than the number specified in clause (i). (D) Terms and vacancies (i) Terms (I) In general Except as provided in subclause (II), the term of service of each appointed member of the Board shall be 5 years. (II) Initial appointed members The term of service for each initial appointed member of the Board shall be— (aa) determined by the initial ex-officio members of the Board and the initial Chair to ensure that the continuity of representation of board members from each of the areas described in subclauses (I) through (V) of subparagraph (C)(i); and (bb) for a term of either 3 or 4 years. (ii) Vacancies (I) In general Any vacancy in the membership of the appointed members of the Board— (aa) shall be filled in accordance with the bylaws of the Foundation established under subsection (d)(1)(B); and (bb) shall not affect the power of the remaining appointed members to execute the duties of the Board. (II) Filling unexpired term An individual appointed to fill a vacancy shall be appointed for the unexpired term of the member replaced. (III) Service until vacancy filled An appointed member of the Board may continue to serve on the Board after the expiration of the term of the member until a successor is appointed. (2) Chair (A) Initial chair The initial Chair of the Board shall be an initial ex-officio member elected by the initial ex-officio members of the Board for a 3-year term that shall expire on the appointment of the next Chair. (B) Chair after members are appointed On the termination of the term of service of the initial Chair under subparagraph (A), the appointed members of the Board shall elect an appointed member of the Board to serve as the Chair, who shall serve as the Chair for the entire remaining term of service of that member. (3) Compensation (A) In general Members of the Board may not receive compensation for service on the Board. (B) Certain expenses In accordance with the bylaws of the Foundation, members of the Board may be reimbursed for travel expenses, including per diem in lieu of subsistence, and other necessary expenses incurred in carrying out the duties of the Board. (d) Meetings and quorum (1) Meetings Not later than 180 days after the establishment of the appointed Board, the initial appointed members of the Board shall— (A) serve as incorporators; and (B) take such actions as are necessary— (i) to incorporate the Foundation; (ii) to establish the bylaws of the Foundation; (iii) to establish the general policies of the Foundation for carrying out the purpose described in subsection (b)(1); and (iv) to appoint the members of the Board in accordance with subsection (c)(1)(C)(ii). (2) Quorum A majority of the members of the Board shall constitute a quorum for purposes of conducting the business of the Board. (e) Certain bylaws (1) In general The Board shall include in the bylaws of the Foundation established under subsection (d)(1)(B) the following policies: (A) Policies for the selection of the officers, employees, agents, and contractors of the Foundation. (B) Policies, including ethical standards, for the acceptance, solicitation, and disposition of gifts, grants, and other donations to the Foundation, which shall require that— (i) officers, employees, agents, and contractors of the Foundation (including members of the Board) avoid encumbrances that would result in a conflict of interest, including a financial conflict of interest or a divided allegiance; and (ii) information concerning any ownership or controlling interest in any entity related to the activities of the Foundation be disclosed by officers, employees, agents, and contractors of the Foundation (including members of the Board) and the relatives (as defined in section 109 of the Ethics in Government Act of 1978 (5 U.S.C. App.)) of the officers, employees, agents, contractors, and members. (C) Policies for the disposition of the assets of the Foundation. (D) Policies for the conduct of the general operations of the Foundation. (E) Policies for writing, editing, printing, publishing, and vending of books and other materials. (2) Requirements In establishing the bylaws of the Foundation, the Board shall ensure that the bylaws of the Foundation and the activities carried out under the bylaws of the Foundation shall not— (A) reflect unfavorably on the ability of the Foundation or the Secretary to carry out responsibilities or official duties in a fair and objective manner; or (B) compromise, or appear to compromise, the integrity of any agency or program of the Federal Government, or any officer or employee involved in the program. (f) Powers and duties (1) Operation under direction of Board The Foundation shall operate under the direction of the Board. (2) Executive director (A) In general An Executive Director of the Foundation shall be— (i) appointed by, and serve at the pleasure of, the Board; and (ii) responsible for— (I) the day-to-day operations of the Foundation; and (II) such specific duties and responsibilities as the Board may prescribe. (B) Compensation The rate of compensation of the Executive Director shall be fixed by the Board. (3) Corporate seal The Foundation may adopt, alter, and use a corporate seal, which shall be judicially noticed. (4) Officers, employees, and agents The Foundation may— (A) hire, promote, compensate, and discharge officers, employees, agents, and contractors; (B) define the duties of the officers, employees, agents, and contractors; (C) require surety bonds or make other provisions against losses occasioned by acts of the officers, employees, agents, or contractors; (D) with the consent of any Federal agency, use the information, services, staff, and facilities of the agency; and (E) appoint other groups of advisors as may be determined necessary. (5) Other powers The Foundation may— (A) modify or consent to the modification of any contract or agreement to which the Foundation is a party or in which the Foundation has an interest; (B) enter into contracts with public and private organizations for the writing, editing, printing, and publishing of books and other material; (C) take such action as may be necessary to obtain patents and licenses for devices and procedures developed by the Foundation; (D) enter into contracts, leases, cooperative agreements, and other transactions as the Executive Director considers appropriate to conduct the activities of the Foundation; (E) solicit, accept, hold, administer, invest, and spend any gift, devise, or bequest of real or personal property made to the Foundation; (F) sue and be sued in its corporate name and complain and defend itself in any court of competent jurisdiction; and (G) exercise such other powers, including incidental powers, as are necessary to carry out the powers, duties, and functions of the Foundation under this Act. (6) Fees The Foundation may assess fees for the provision of professional, administrative, and management services by the Foundation in amounts determined reasonable and appropriate by the Executive Director. (g) Incorporation The initial members of the Board shall serve as incorporators and shall take any actions necessary to incorporate the Foundation. (h) Nonprofit status The Foundation shall be considered to be an organization described in section 501(c) of the Internal Revenue Code of 1986, and exempt from taxation under section 501(a) of such Code. (i) General provisions (1) Foundation integrity The Board shall— (A) be accountable for the integrity of the operations of the Foundation; and (B) ensure that integrity through the development and enforcement of criteria and procedures relating to— (i) standards of conduct; (ii) financial disclosure statements; (iii) conflicts of interest; (iv) recusals and waivers; (v) audits; and (vi) other matters determined appropriate by the Board. (2) Financial conflicts of interest Any individual who is an officer, employee, or member of the Board shall not, in accordance with the policies established under subsection (e)(1)(B)(ii), personally or substantially participate in the consideration or determination by the Board of any matter that would directly and foreseeably affect any financial interest of— (A) the individual; (B) a relative (as defined in section 109 of the Ethics in Government Act of 1978 (5 U.S.C. App.)) of the individual; or (C) any business organization or other entity— (i) of which the individual is an officer or employee; (ii) of which the individual is negotiating for employment; or (iii) in which the individual has any other financial interest. (3) Audits; availability of records The Board shall— (A) conduct annual audits of the financial condition of the Foundation; and (B) make those audits, and all other records, documents, and other papers of the Foundation, available to the Secretary and the Comptroller General of the United States for examination or audit. (4) Reports (A) In general Not later than 150 days after the end of each fiscal year, the Board shall publish a report describing the activities of the Foundation during the preceding fiscal year. (B) Contents Each report published under subparagraph (A) shall include, for the applicable fiscal year— (i) a comprehensive statement of the operations, activities, financial condition, and accomplishments of the Foundation, including an accounting of the use of amounts transferred under subsection (k)(1); and (ii) with respect to the financial condition of the Foundation— (I) the source, and a description, of each gift or grant of real or personal property to the Foundation; (II) the source and amount of each cash gift or grant to the Foundation; and (III) a specification of any restrictions on the purposes for which the gifts and grants described in subclauses (I) and (II) may be used. (C) Availability The Board shall— (i) make copies of each report submitted under subparagraph (A) available— (I) for public inspection; and (II) to the appropriate committees of Congress; and (ii) on request, provide a copy of any report submitted under subparagraph (A) to any individual for a charge that shall not exceed the cost of providing the copy. (D) Public meeting The Board shall annually hold a public meeting— (i) to summarize the activities of the Foundation; and (ii) to distribute written reports describing— (I) those activities; and (II) the scientific results derived from those activities. (5) Service of Federal employees A Federal employee may serve on a committee advisory to the Foundation and otherwise cooperate with and assist the Foundation in carrying out this Act, subject to the condition that the Federal employee shall not direct or control any activity of the Foundation. (6) Relationship with existing entities The Board may, in accordance with appropriate agreements, merge the Foundation with, acquire, or use the resources of an existing nonprofit private corporation that has a mission similar to the purpose of the Foundation described in subsection (b)(1). (7) Intellectual property rights The Board shall adopt written standards with respect to the ownership of any intellectual property rights derived from the collaborative efforts of the Foundation before the commencement of any collaborative efforts. (8) Transfer of funds The Board may transfer amounts to the Secretary, and the Secretary may accept transfers of amounts from the Foundation. (j) Support services The Secretary may provide facilities, utilities, and support services to the Foundation if it is determined by the Secretary to be advantageous to the research programs of the Department of Energy. (k) Authorization of appropriations There are authorized to be appropriated to carry out this section such sums as are necessary for fiscal year 2018 and each fiscal year thereafter. 4. Establishment of for-profit subsidiaries (a) Establishment The Board may establish one or more for-profit subsidiaries, which may include an impact investment fund— (1) to stimulate economic development activities relating to the purpose of the Foundation described in section 3(b)(1); and (2) to attract for-profit investment partners for technology translation and commercialization activities. (b) Authorities of the for-Profit subsidiary (1) In general Subject to paragraph (2), a for-profit subsidiary established under subsection (a) may— (A) enter partnerships with economic development corporations, including incubators, accelerators, and small business investment companies; (B) pay for the cost of building and administering facilities, including microlabs and incubators, to support the activities of the Foundation described in section 3(b)(2); and (C) provide funding to startups. (2) Cost recovery requirements A for-profit subsidiary established under subsection (a) shall— (A) ensure that the Foundation owns any intellectual property rights generated through activities funded by the for-profit subsidiary, if appropriate; and (B) own an equity stake in any startup invested in by the for-profit subsidiary.