§ 4605. Board of Directors
(a)
Vested powers
The powers of the Institute shall be vested in a Board of Directors unless otherwise specified in this chapter.
(b)
Membership
The Board shall consist of fifteen voting members as follows:
(1)
The Secretary of State (or if the Secretary so designates, another officer of the Department of State who was appointed with the advice and consent of the Senate).
(2)
The Secretary of Defense (or if the Secretary so designates, another officer of the Department of Defense who was appointed with the advice and consent of the Senate).
(c)
Political affiliation
Not more than eight voting members of the Board (including members described in paragraphs (1) through (4) of subsection (b) of this section) may be members of the same political party.
(d)
Qualifications
(e)
Term of office: commencement and termination, interim and remainder service, limitation
(1)
Members of the Board appointed under subsection (b)(4) of this section shall be appointed to four year terms, except that—
(2)
The terms of the members of the Board initially appointed under subsection (b)(4) of this section shall begin on January 20, 1985, and subsequent terms shall begin upon the expiration of the preceding term, regardless of when a member is appointed to fill that term.
(3)
The President may not nominate an individual for appointment to the Board under subsection (b)(4) of this section prior to January 20, 1985, but shall submit the names of eleven nominees for initial Board membership under subsection (b)(4) of this section not later than ninety days after that date. If the Senate rejects such a nomination or if such a nomination is withdrawn, the President shall submit the name of a new nominee within fifteen days.
(f)
Removal from office
A member of the Board appointed under subsection (b)(4) of this section may be removed by the President—
(1)
in consultation with the Board, for conviction of a felony, malfeasance in office, persistent neglect of duties, or inability to discharge duties;
(3)
upon the recommendation of a majority of the members of the Committee on Foreign Affairs and the Committee on Education and Labor of the House of Representatives and a majority of the members of the Committee on Foreign Relations and the Committee on Labor and Human Resources of the Senate.
A recommendation made in accordance with paragraph (2) may be made only pursuant to action taken at a meeting of the Board, which may be closed pursuant to the procedures of subsection (h)(3) of this section. Only members who are present may vote. A record of the vote shall be maintained. The President shall be informed immediately by the Board of the recommendation.
(g)
Conflict of interests
No member of the Board may participate in any decision, action, or recommendation with respect to any matter which directly and financially benefits the member or pertains specifically to any public body or any private or nonprofit firm or organization with which the member is then formally associated or has been formally associated within a period of two years, except that this subsection shall not be construed to prohibit an ex officio member of the Board from participation in actions of the Board which pertain specifically to the public body of which that member is an officer.
(h)
Meetings; Chairman; Vice Chairman; quorum; notice in Federal Register; closure
Meetings of the Board shall be conducted as follows:
(1)
The President shall stipulate by name the nominee who shall be the first Chairman of the Board. The first Chairman shall serve for a term of three years. Thereafter, the Board shall elect a Chairman every three years from among the directors appointed by the President under subsection (b)(4) of this section and may elect a Vice Chairman if so provided by the Institute’s bylaws.
(2)
The Board shall meet at least semiannually, at any time pursuant to the call of the Chairman or as requested in writing to the Chairman by at least five members of the Board. A majority of the members of the Board shall constitute a quorum for any Board meeting.
(3)
All meetings of the Board shall be open to public observation and shall be preceded by reasonable public notice. Notice in the Federal Register shall be deemed to be reasonable public notice for purposes of the preceding sentence. In exceptional circumstances, the Board may close those portions of a meeting, upon a majority vote of its members present and with the vote taken in public session, which are likely to disclose information likely to affect adversely any ongoing peace proceeding or activity or to disclose information or matters exempted from public disclosure pursuant to subsection (c) of section
552b of title 5.
(i)
Compensation
A director appointed by the President under subsection (b)(4) of this section shall be entitled to receive the daily equivalent of the annual rate of basic pay in effect for grade GS–18 of the General Schedule under section
5332 of title
5 for each day during which the director is engaged in the performance of duties as a member of the Board.
(j)
Travel expenses
While away from his home or regular place of business in the performance of duties for the Institute, a director shall be allowed travel expenses, including a per diem in lieu of subsistence, not to exceed the expenses allowed persons employed intermittently in Government service under section
5703
(b) [1] of title
5.
[1] See References in Text note below.