[Congressional Bills 105th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3147 Introduced in House (IH)]







105th CONGRESS
  2d Session
                                H. R. 3147

  To authorize the United States to enter into an executive agreement 
with Canada relating to the establishment and operation of a binational 
 corporation to operate, maintain, and improve facilities on the Saint 
                Lawrence Seaway, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                            February 3, 1998

 Mr. Oberstar (for himself, Mr. LaTourette, Mr. Dingell, Mr. Obey, Mr. 
 Conyers, Ms. Kaptur, Mr. Lipinski, Mr. Traficant, Mr. Visclosky, Mr. 
    Peterson of Minnesota, Mr. Stupak, Mr. LaFalce, Mr. Johnson of 
   Wisconsin, Ms. Stabenow, Mr. Jackson of Illinois, and Ms. Rivers) 
 introduced the following bill; which was referred to the Committee on 
Transportation and Infrastructure, and in addition to the Committee on 
International Relations, for a period to be subsequently determined by 
the Speaker, in each case for consideration of such provisions as fall 
           within the jurisdiction of the committee concerned

_______________________________________________________________________

                                 A BILL


 
  To authorize the United States to enter into an executive agreement 
with Canada relating to the establishment and operation of a binational 
 corporation to operate, maintain, and improve facilities on the Saint 
                Lawrence Seaway, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Binational Great 
Lakes-Seaway Enhancement Act of 1998''.
    (b) Table of Contents.--

Sec. 1. Short title; table of contents.
Sec. 2. Findings and purposes.
Sec. 3. Definitions.
Sec. 4. Executive agreement.
               TITLE I--SAINT LAWRENCE SEAWAY CORPORATION

Sec. 101. Functions of Corporation.
Sec. 102. Board of directors.
Sec. 103. Director General.
Sec. 104. Employment system and practices.
Sec. 105. SLSDC employees.
Sec. 106. Conflicts of interest.
Sec. 107. Acquisition of property by Secretary.
Sec. 108. Corporate powers.
Sec. 109. Ownership of assets.
Sec. 110. Transfer of rights, liabilities, and obligations.
Sec. 111. Continuation of regulations and agreement.
Sec. 112. Transfer of unexpended balances of appropriations.
Sec. 113. Audits and reports.
Sec. 114. Repeal of Saint Lawrence Seaway Act.
Sec. 115. Authorization of appropriations.
                 TITLE II--GREAT LAKES DEVELOPMENT BANK

Sec. 201. Establishment and status of Bank.
Sec. 202. Functions of Bank.
Sec. 203. Operational principles.
Sec. 204. Board of directors.
Sec. 205. Managing director.
Sec. 206. Forms of assistance.
Sec. 207. Eligible projects.
Sec. 208. Conditions on assistance.
Sec. 209. Bank requirements.
Sec. 210. Bank corporate powers.
Sec. 211. Bank membership.
Sec. 212. United States participation.
Sec. 213. Limitations on United States liability.
Sec. 214. Federal Reserve banks as depositories.
Sec. 215. Reports on bank securities.
Sec. 216. Jurisdiction and venue of civil actions by or against bank.
Sec. 217. Audits and reports.
Sec. 218. Authorization of appropriations.

SEC. 2. FINDINGS AND PURPOSES.

    (a) Findings.--Congress makes the following findings:
            (1) The Saint Lawrence Seaway is an important 
        transportation route linking the industrial heartland of the 
        United States with the rest of the world.
            (2) More than 20 percent of our Nation's output is produced 
        in the Great Lakes-Saint Lawrence Seaway basin and about 15 
        percent of our exports originates from that region.
            (3) About 10 percent of the United States population and 
        about \1/4\ of Canada's population live in the Great Lakes 
        basin and the livelihood of many of these people would be 
        improved by modernization of the Seaway.
            (4) The Seaway, as a transportation corridor, is 
        constrained by its limited physical dimensions, currently 
        capable of accommodating only about 30 percent of the world's 
        ocean fleet.
            (5) Costs to users of the Seaway can be reduced by 
        eliminating duplicative operations by the United States and 
        Canada.
            (6) Although the financial markets are efficient and 
        capable of meeting the financing needs of large borrowers, 
        small public and private entities often encounter difficulties 
        in obtaining credit on reasonable terms to finance their 
        investment projects.
            (7) Small maritime commerce-related enterprises in the 
        Great Lakes and Seaway region, such as ports, warehouses, and 
        terminals, have potential investment projects that could 
        benefit from an additional credit facility that provides 
        innovative investment financing and with a special focus on the 
        Great Lakes and the Seaway.
            (8) High-risk ventures, such as cargo liner service and 
        passenger cruise service, are beginning or under consideration 
        for the Great Lakes. Their feasibility or viability would be 
        improved with credit or other financing assistance available 
        only outside regular commercial channels.
    (b) Purposes.--The purposes of this Act are as follows:
            (1) To authorize establishment and operation of a 
        binational Saint Lawrence Seaway Corporation that coordinates 
        and streamlines operation of the Seaway for the purposes of 
        reducing operating costs and costs to users and for making the 
        Seaway more competitive as a transportation route.
            (2) To transfer operations and employees of the Saint 
        Lawrence Seaway Development Corporation to the binational 
        corporation.
            (3) To establish a procedure to assist the binational 
        corporation in achieving long-term financial self-sufficiency.
            (4) To establish a legislative procedure for approving an 
        executive agreement entered into under section 4 to carry out 
        the purposes of paragraphs (1), (2), and (3).
            (5) To authorize establishment and operation of a 
        binational Great Lakes Development Bank that provides increased 
        financing flexibility for maritime commerce-related 
        infrastructure investment on the Great Lakes and the Seaway and 
        for establishing freight or passenger liner service between 
        ports on the Great Lakes and the Seaway and ports in other 
        countries.
            (6) To establish a structure of membership for the Bank, 
        including certain financial responsibilities of Bank members.
            (7) To authorize participation by the United States in the 
        Bank and to specify limitations on such participation.

SEC. 3. DEFINITIONS.

    In this Act, the following definitions apply:
            (1) Bank.--The term ``Bank'' means the Great Lakes 
        Development Bank to be established under this Act.
            (2) Bank board.--The term ``Bank Board'' means the board of 
        directors of the Bank.
            (3) Chairman.--The term ``Chairman'' means the Chairman of 
        the Corporate Board.
            (4) Competitive service.--The term ``competitive service'' 
        has the meaning such term has under section 2102 of title 5, 
        United States Code.
            (5) Corporate board.--The term ``Corporate Board'' means 
        the board of directors of the Corporation.
            (6) Corporation.--The term ``Corporation'' means the Saint 
        Lawrence Seaway Corporation to be established under this Act.
            (7) Date of agreement.--The term ``date of agreement'' 
        means the date on which the executive agreement authorized by 
        section 4 of this Act is signed by the representatives of the 
        United States and Canada.
            (8) Date of establishment of the bank.--The term ``date of 
        establishment of the Bank'' means the date the last member of 
        the initial Bank Board is appointed.
            (9) Date of establishment of the corporation.--The term 
        ``date of establishment'' means the date the last initial 
        member of the Corporate Board is appointed.
            (10) Date of operation.--The term ``date of operation'' 
        means the first January 15th following the date of appointment 
        of the initial Director General.
            (11) Director general.--The term ``Director General'' means 
        the Director General of the Corporation.
            (12) Fixed assets.--The term ``fixed assets'' means 
        buildings, vessel traffic control centers, and locks and major 
        appurtenant facilities, including any gatelifters, tugboats, 
        and buoy tenders.
            (13) Great lakes.--The term ``Great Lakes'' means Lake 
        Ontario, Lake Erie, Lake Huron (including Lake St. Clair), Lake 
        Michigan, and Lake Superior and the following connecting 
        channels: the Detroit River, the St. Clair River, and the St. 
        Marys River.
            (14) Great lakes provinces.--The term ``Great Lakes 
        Provinces'' means the Canadian Provinces of Ontario and Quebec.
            (15) Great lakes states.--The term ``Great Lakes States'' 
        means the States of Illinois, Indiana, Michigan, Minnesota, New 
        York, Ohio, Pennsylvania, and Wisconsin.
            (16) Managing director.--The term ``Managing Director'' 
        means the Managing Director of the Bank.
            (17) Secretary.--The term ``Secretary'' means the Secretary 
        of Transportation.
            (18) SLSDC.--The term ``SLSDC'' means the Saint Lawrence 
        Seaway Development Corporation.
            (19) SLSDC employees.--The term ``SLSDC employees'' means 
        all permanent SLSDC personnel employed on the day before the 
        date of operation.
            (20) Saint lawrence seaway.--The term ``Saint Lawrence 
        Seaway'' means the deep-draft waterway between the Port of 
        Montreal and Lake Erie and includes all locks, canals, and 
        connecting and contiguous waters that are part of the deep-
        draft waterway and all other canals and works, wherever 
        located, the management, administration, and control of which 
        are under the Saint Lawrence Seaway Development Corporation or 
the Saint Lawrence Seaway Authority of Canada on the day before the 
date of operation.

SEC. 4. EXECUTIVE AGREEMENT.

    (a) In General.--The President is authorized to enter into an 
executive agreement on behalf of the United States with Canada--
            (1) to establish and operate a binational corporation to be 
        known as the ``Saint Lawrence Seaway Corporation'' for the 
        purposes of operating, maintaining, and improving the assets of 
        the United States and Canada on the Saint Lawrence Seaway, 
        facilitating safe navigation on the Seaway, and promoting 
        domestic and international trade involving the Great Lakes 
        States and Great Lakes Provinces; and
            (2) to establish a binational credit facility to be known 
        as the ``Great Lakes Development Bank'' for the purposes of 
        providing loans and other assistance and technical and 
        management assistance to the Seaway and public and private 
        entities that are involved in maritime commerce in the Great 
        Lakes and Seaway region and facilitating maritime commerce-
        related investment on the Seaway and in such region.
The executive agreement shall include, at a minimum, such terms and 
conditions as are necessary to ensure compliance with this Act on a 
continuing basis.
    (b) Guiding Principles.--In negotiating the executive agreement 
under this section, the United States shall be guided by the following 
principles:
            (1) Improvement of operational coordination among assets of 
        the United States and Canada on the Seaway.
            (2) Assurance of navigational safety on, and operational 
        reliability of, the Seaway.
            (3) Establishment of clear and mutually advantageous rules 
        governing the combination of Seaway assets and employees of the 
        United States and Canada.
            (4) Protection of the rights of current Seaway employees of 
        the United States and Canada.
            (5) Enhancement of the competitiveness of the Seaway as a 
        transportation route for world trade.
            (6) Development of vessel and cargo traffic through the 
        Seaway and expansion of world trade involving the Great Lakes 
        States and Great Lakes Provinces.
            (7) Creation of new business and employment opportunities 
        in, and improvement of living standards for, such States and 
        Provinces.
            (8) Facilitation of infrastructure investment in the Great 
        Lakes and Seaway region.
            (9) Protection of the sovereign interests of the United 
        States and Canada.
            (10) Assurance of equity between the United States and 
        Canada with respect to their authorities over, and 
        responsibilities for, establishment and operation of the 
        Corporation.
            (11) Protection of the aquatic and riparian environment of 
        the Seaway and the Great Lakes.
            (12) Assurance of equity between the United States and 
        Canada in their respective contributions toward the 
        establishment and operations of the Corporation and the Bank.
            (13) Assurance of equity between the United States and 
        Canada in their respective opportunities of obtaining loans and 
        other assistance from the Bank.
            (14) Improvement of the general welfare of the Great Lakes 
        States and Great Lake Provinces.
    (c) Agreement Negotiation and Submittal to President.--The 
agreement under this section shall be negotiated by the Secretary of 
State, with the technical assistance and concurrence of the Secretary, 
and shall be submitted to the President jointly by the Secretary of 
State and the Secretary, together with the views and recommendations of 
the Secretary of State and the Secretary.
    (d) Analysis by Secretary.--The Secretary shall analyze the 
agreement negotiated under this section and the principles set forth in 
subsection (b) to determine if the agreement is consistent with such 
principles and substantially complies with the requirements of this 
Act. Not later than 30 days after the date of agreement, the Secretary 
shall submit to the President a report on the results of such analysis.
    (e) Certification and Approval by President.--The President shall 
determine and certify that the terms of the agreement are consistent 
with the principles set forth in subsection (b) and substantially 
comply with the requirements of this Act.
    (f) Congressional Review Procedure.--
            (1) Submission to congress.--Before the President may 
        exchange notes with the Government of Canada under subsection 
        (g), the President shall submit to each House of Congress a 
        report containing--
                    (A) a copy of the agreement negotiated under this 
                section;
                    (B) the certification of the President under 
                subsection (e); and
                    (C) the analysis of the Secretary under subsection 
                (d).
            (2) Limitation on effective date.--The agreement may only 
        take effect after--
                    (A) the date occurring 60 legislative days after 
                the date on which Congress receives the agreement; or
                    (B) in any case in which Congress passes a joint 
                resolution of disapproval relating to the agreement 
                under such an expedited procedure as Congress may 
                provide and the President signs a veto of such 
                resolution, the earlier date--
                            (i) on which either House of Congress votes 
                        and fails to override the veto of the 
                        President; or
                            (ii) occurring 30 legislative days after 
                        the date on which Congress received the veto 
                        and objections of the President.
    (g) Conditions for Entry Into Force of Agreement.--The President 
shall exchange notes with the Government of Canada providing for the 
entry into force of the agreement with respect to Canada at such time 
before the appointment by the President of any member to the Corporate 
Board as--
            (1) the President--
                    (A) determines that Canada has implemented the 
                statutory changes necessary to bring Canada into 
                compliance with its obligations under the agreement, 
                and
                    (B) transmits a report to the House of 
                Representatives and the Senate setting forth the 
                determination under subparagraph (A); and
            (2) Canada exchanges notes with the United States providing 
        for the entry into force of the agreement.

               TITLE I--SAINT LAWRENCE SEAWAY CORPORATION

SEC. 101. FUNCTIONS OF CORPORATION.

    The Corporation shall be responsible for the following:
            (1) Operating, maintaining, and improving the assets of the 
        United States and Canada on the Saint Lawrence Seaway.
            (2) Ensuring safe navigation in, and reliable operation of, 
        the Seaway.
            (3) Providing a high quality of service to users of, and 
        visitors to, the Seaway.
            (4) Promoting domestic and international trade involving 
        the Great Lakes States and Great Lakes Provinces.
            (5) Facilitating agencies with primary responsibility for 
        enforcing marine safety and environmental protection 
        regulations of the United States, Canada, the Great Lakes 
        States, and the Great Lakes Provinces in enforcing such 
        regulations and any additional regulations for the protection 
        of safety and the environment in the Seaway that are issued by 
        the Corporation and are consistent such marine safety and 
        environmental protection regulations.
            (6) Ensuring the orderly transfer to the Corporation of--
                    (A) responsibilities for assets of the United 
                States and Canada on the Seaway; and
                    (B) employees from the SLSDC and the Saint Lawrence 
                Seaway Authority of Canada.
            (7) Developing a long-term plan for operating, maintaining, 
        and improving Seaway assets and for financing such operation, 
        maintenance, and improvements on a self-sustaining basis.

SEC. 102. BOARD OF DIRECTORS.

    (a) In General.--The Corporation shall have a board of directors 
which shall be composed of 12 members as follows:
            (1) The Secretary or, if the Secretary so designates, the 
        Deputy Secretary of Transportation or the Assistant Secretary 
        of Transportation who has responsibility for international 
        affairs.
            (2) 5 members appointed by the President, by and with the 
        advice and consent of the Senate--
                    (A) 1 of whom shall be an official of a Great Lakes 
                State;
                    (B) 1 of whom shall be an official of a political 
                subdivision of a Great Lakes State; and
                    (C) 3 of whom may not be an officer or employee of 
                the United States or a State.
            (3) 6 members appointed or otherwise designated by the 
        Government of Canada.
    (b) Chairman.--The members of the Corporate Board shall elect the 
Chairman from among such members. No person may serve as Chairman for a 
period of more than 2 years.
    (c) Rules for Appointments.--
            (1) Citizenship and background requirements.--Members of 
        the Corporate Board appointed under subsection (a)(2) shall be 
        citizens of the United States and shall have substantial 
background and achievement in maritime commerce or corporate management 
and finance or both.
            (2) Consultation requirement.--In making appointments to 
        the Corporate Board under subsection (a)(2)(C), the President 
        shall consult with representatives from the maritime community 
        of the Great Lakes States and other persons affected by 
        operation of the Seaway.
            (3) Diversification of appointees.--In making appointments 
        to the Corporate Board under subsection (a)(2)(C), the 
        President shall select persons to serve on the Corporate Board 
        who represent a diversity of interests of the Great Lakes 
        States.
    (d) Duties.--The Corporate Board shall--
            (1) establish an organizational structure for the 
        Corporation;
            (2) establish management and operational policies of the 
        Corporation, including policies to ensure that members of the 
        Corporate Board and officers of the Corporation make decisions 
        relating to their responsibilities under this Act on the basis 
        of business and financial principles and not political 
        considerations;
            (3) appoint, fix the compensation of, and establish the 
        authority and duties of, the Director General;
            (4) establish an employment system for the Corporation;
            (5) adopt, in an open process that affords an opportunity 
        for participation by interested persons and governmental 
        entities, such rules and regulations as may be necessary or 
        appropriate to conduct business of the Corporation;
            (6) ensure that the functions of the Corporation described 
        in section 101 are carried out;
            (7) develop and ensure compliance with a code of ethics for 
        the Corporation and its officers and employees;
            (8) prepare and transmit to the President, Congress, and 
        the Government of Canada an annual business-type budget program 
        that--
                    (A) lays out the Corporation's plan of operation;
                    (B) contains estimates of the financial condition 
                and operations of the Corporation for the current and 
                following fiscal years and the financial condition and 
                results of such operations in the preceding fiscal 
                year;
                    (C) contains statements of the financial condition, 
                income and expense, and sources and use of money, an 
                analysis of surplus or deficit, and additional 
                statements and information to make known the financial 
                condition and operations of the Corporation, including 
                estimates of operations by major activities, 
                administrative expenses, borrowings, and expenditure 
                needed to make capital improvements; and
                    (D) provides for emergencies and other 
                contingencies so that the Corporation may carry out its 
                responsibilities;
            (9) prepare and transmit to the President, Congress, and 
        the Government of Canada an annual management report which 
        includes--
                    (A) a statement of financial position;
                    (B) a statement of operations relating to the long-
                term plan prepared under paragraph (10);
                    (C) a statement of cash flows;
                    (D) a reconciliation to the budget program of the 
                Corporation, if applicable;
                    (E) a statement on the internal accounting and 
                administrative control systems being implemented by the 
                Director General;
                    (F) the report resulting from the annual audit of 
                the financial statements of the Corporation conducted 
                by independent public accountants under section 114(a); 
                and
                    (G) any other comments and information necessary to 
                inform the President, Congress, and the Government of 
                Canada about the operations and financial condition of 
                the Corporation;
            (10) prepare and, not later than the last day of the 5-year 
        period beginning on the date of establishment of the 
        Corporation, transmit to the President, Congress, and the 
        Government of Canada a long-term plan for operating and 
        improving the assets on the Saint Lawrence Seaway and for 
        financing such operation, maintenance, and improvements on a 
        self-sustaining basis;
            (11) prepare and, not later than the last day of such 5-
        year period, transmit to the President, Congress, and the 
        Government of Canada a report on all actions by agencies of the 
        United States Government and the Government of Canada which 
        affect the safe and cost-effective operation of vessels through 
        the Seaway, including recommendations for assuming operation of 
activities of such agencies by the Corporation; and
            (12) conduct, or contract with an outside provider to 
        conduct, a study to determine the feasibility of various 
        options of improving the locks and other navigational 
        facilities on the Seaway.
    (e) Term of Office.--
            (1) In general.--Except as provided in paragraphs (2) and 
        (3), each member appointed to the Corporate Board by the 
        President or the Government of Canada shall serve for a term of 
        5 years. No person may serve on the Corporate Board for a 
        period of more than 10 years.
            (2) Terms of initial appointees.--As designated by the 
        President at the time of appointment, of the members initially 
        appointed under subsection (a)(2)--
                    (A) 1 shall be appointed for a term of 1 year;
                    (B) 1 shall be appointed for a term of 2 years;
                    (C) 1 shall be appointed for a term of 3 years;
                    (D) 1 shall be appointed for a term of 4 years; and
                    (E) 1 shall be appointed for a term of 5 years.
            (3) Removal for cause.--The President may remove from 
        office for cause, including failure to attend 3 consecutive 
        meetings of the Corporate Board scheduled by the Chairman, a 
        person appointed by the President to serve as a member of the 
        Corporate Board.
            (4) Vacancies.--Any member appointed to fill a vacancy 
        occurring before the expiration of the term for which the 
        member's predecessor was appointed shall be appointed only for 
        the remainder of that term. A member may serve after the 
        expiration of that member's term until a successor has taken 
        office. A vacancy on the Corporate Board shall be filled in the 
        manner in which the original appointment was made.
    (f) Compensation and Expenses.--
            (1) Compensation.--A member of the Corporate Board 
        appointed under subsection (a)(2)(C) shall receive compensation 
        at a rate equivalent to 25 percent of the rate of pay in effect 
        for level III of the Executive Schedule under subchapter II of 
        chapter 53 of title 5, United States Code; except that, if such 
        member is elected Chairman, such member while serving as 
        Chairman may receive such additional compensation as the 
        Corporate Board determines appropriate. The Secretary or the 
        designee of the Secretary and members of the Corporate Board 
        appointed under subsections (a)(2)(A) and (a)(2)(B) shall serve 
        without pay.
            (2) Travel and subsistence expenses.--Each member of the 
        Corporate Board appointed by the President and the Secretary or 
        the designee of the Secretary shall receive reimbursement for 
        actual travel and subsistence expenses incurred in the 
        performance of duties vested in the Corporate Board.
    (g) Meetings.--
            (1) Frequency.--The Corporate Board shall meet at the call 
        of the Chairman or at the request of at least 5 members of the 
        Corporate Board, but not less than once per calendar year.
            (2) Quorum.--A quorum for any meeting of the Corporate 
        Board shall be at least 7 members, at least 3 of whom shall be 
        members referred to in subsections (a)(1) and (a)(2).
            (3) Voting.--No action of the Corporate Board shall be 
        effective unless taken at a meeting at which a quorum of 
        members is present and a majority of those members vote in 
        favor of the action and at which a majority of the members 
        referred to in subsections (a)(1) and (a)(2) vote in favor of 
        the action.
            (4) Transmittal of minutes to president and government of 
        canada.--The minutes of each meeting of the Corporate Board 
        shall be transmitted to the President and the Government of 
        Canada not later than 3 days (except Saturdays, Sundays, and 
        observed official holidays) after the date of such meeting.
    (h) Veto by President.--Actions taken at a meeting of the Corporate 
Board shall have no effect if, during a period of 10 days (except 
Saturdays, Sundays, and observed official holidays) after the minutes 
are transmitted under subsection (g)(4), the President disapproves the 
meeting's minutes or any part thereof.

SEC. 103. DIRECTOR GENERAL.

    (a) In General.--The Corporation shall have a Director General who 
shall serve as chief executive officer of the Corporation. The Director 
General shall be appointed by the Corporate Board for a term of 5 
years.
    (b) Performance-Based Contract.--A person appointed as Director 
General shall enter into a performance-based contract with the 
Corporate Board. The contract shall provide for assessment of 
performance in terms of each of the following: Safety, reliability, 
environmental protection, trade and traffic development, and management 
and financial accountability. The specific standards for such 
assessments shall be established by the Corporate Board. The contract 
shall incorporate measurable goals as agreed to by the Director General 
and the Corporate Board.
    (c) Annual Performance Review.--The Corporate Board shall conduct 
an annual review of the performance of the Director General. On the 
basis of the results of the review, the Corporate Board may take such 
action as the Corporate Board determines appropriate to award 
additional compensation as an incentive or take corrective action in 
accordance with the terms of the contract entered into under subsection 
(b) with the Director General.

SEC. 104. EMPLOYMENT SYSTEM AND PRACTICES.

    (a) Employment System.--The Corporate Board shall establish an 
employment system for the Corporation. The Corporation employment 
system shall--
            (1) be established in accordance with the executive 
        agreement entered into under section 4 and the provisions of 
        this Act;
            (2) provide for the consideration of the merit of each 
        employee of the Corporation or candidate for employment by the 
        Corporation and the qualifications and fitness of the employee 
        to hold the position concerned;
            (3) prohibit discrimination against any person because of 
        race, color, national origin, nationality, religion, sex, age, 
        or disability;
            (4) be designed to maximize the productivity of officers 
        and employees of the Corporation; and
            (5) in the case of SLSDC employees, provide for the 
        appropriate transfer of those employees between positions in 
        the competitive service and positions under the employment 
        system of the Corporation.
    (b) Appointment, Compensation, and Duties.--In accordance with the 
policies established by the Corporate Board under section 102(d) and 
subject to sections 105(a)(1) and 105(a)(3), the Director General may 
appoint, fix the compensation of, and define the authority and duties 
of, officers, employees, and agents of the Corporation necessary for 
the management, operation, maintenance, and improvement of the Seaway 
and related facilities, equipment, and appurtenances.
    (c) Basic Pay.--Subject to sections 105(a)(1) and 105(a)(3), the 
Director General shall establish, and from time to time may revise, 
rates of basic pay for positions and employees of the Corporation.
    (d) Benefits.--Subject to section 105(a)(6), the Corporation shall 
offer its officers and employees a package of benefits which includes, 
at a minimum, sick, annual, and holiday leaves, health benefits, life 
insurance, retirement benefits, and a voluntary retirement savings 
program. Any SLSDC employee who transfers to the Corporation shall 
continue to receive a package of benefits, determined on the basis of 
the employee's length of service, rate of basic pay, and other relevant 
factors, not less than that to which the employee is entitled 
immediately prior to the transfer.
    (e) Performance Review.--The Director General shall establish the 
standards of, and procedures for, the review of job performance of an 
employee of the Corporation.
    (f) Job Location Assignment.--
            (1) In general.--The Director General shall assign officers 
        and employees of the Corporation to facilities and 
        installations in a manner that promotes the maximum 
        productivity of the employees and operational efficiency of the 
        Corporation.
            (2) Immigration and labor documentation.--The Corporation 
        shall work with the Ministry of Citizenship and Immigration of 
        the Government of Canada to secure, as expeditiously as 
        possible, the necessary permits and documentation to allow 
        employees of the Corporation who are citizens of the United 
        States or aliens lawfully admitted for permanent residence in 
        the United States to work at facilities in Canada.

SEC. 105. SLSDC EMPLOYEES.

    (a) Transfer to Corporation.--
            (1) Labor agreements.--
                    (A) Adoption.--The Corporation shall adopt all 
                labor agreements involving SLSDC employees that are in 
                effect on the day before the date of operation. Such 
                agreements shall remain in effect for the 3-year period 
                beginning on such date unless the agreement provides 
                for a shorter duration or the parties agree to the 
                contrary before the expiration of such 3-year period. 
                Such agreements shall be renegotiated during the 3-year 
                period unless the parties agree otherwise.
                    (B) Continuation.--The arrangements made pursuant 
                to this section shall assure that (i) transferred SLSDC 
                employees retain all collective bargaining rights that 
                they have on the day before the date of operation, and 
(ii) the exclusive representative for such employees is recognized by 
the Corporation. In this paragraph, the term ``exclusive 
representative'' has the meaning such term has under section 7104 of 
title 5, United States Code.
                    (C) Additional rights.--Notwithstanding any other 
                provision of law, any SLSDC employee who transfers to 
                the Corporation shall have the right to negotiate 
                through the exclusive representative for salary and 
                benefits in addition to those provided for under 
                section 104 if, on the day before the date of 
                operation, such employee is--
                            (i) covered by a labor agreement; and
                            (ii) employed by the United States and paid 
                        under the General Schedule under section 5332 
                        of title 5, United States Code.
            (2) Rights of terminated slsdc employees.--Any transferred 
        SLSDC employee whose employment with the Corporation is 
        terminated during the 3-year period beginning on the date of 
        operation shall be entitled to all rights and benefits to be 
        provided by the Corporation that are similar to those such 
        employee would have had under Federal law if termination had 
        occurred immediately before such date.
            (3) Basic pay.--Any SLSDC employee who transfers to the 
        Corporation shall continue to receive a rate of basic pay not 
        less than that to which the employee was entitled immediately 
        prior to the transfer unless the Corporation places the 
        employee in a position within the Corporation which is of a 
        lower grade. Subject to paragraph (1), during the 3-year period 
        beginning on the date of operation, the basic pay of such 
        employees shall be adjusted for changes in the Consumer Price 
        Index of All Urban Consumers published by the Department of 
        Labor. After such period, the basic pay of such employees shall 
        be consistent with the pay structure established by the 
        Corporation through collective bargaining.
            (4) Annual, sick, and holiday leaves.--Any SLSDC employee 
        who transfers to the Corporation shall not be entitled to lump-
        sum payment for unused annual leave under section 5551 of title 
        5, United States Code, but shall be credited by the Corporation 
        with the unused annual leave balance on the date of operation, 
        along with any unused sick leave balance on such date. During 
        the 3-year period beginning on such date, such employees shall 
        be entitled to annual leave accruing at the rate specified in 
        section 6303 of such title; limitation on annual leave 
        accumulation specified in section 6304 of such title; sick 
        leave accruing at the rate (and limitation on accumulation of 
        such leave) specified in section 6307 of such title; and 
        observed official holidays specified in section 6103 of such 
        title. After such period, annual, sick, and holiday leaves and 
        voluntary retirement savings plan benefits shall be specified 
        in the benefits packages established under section 104(d).
            (5) Benefits.--Any SLSDC employee who transfers to the 
        Corporation and who, on the day before the date of operation, 
        is eligible for health benefits provided under section 8905 of 
        title 5, United States Code, or life insurance provided under 
        section 8702 of such title may, so long as continually employed 
        by the Corporation without a break in service, continue to be 
        eligible to participate in such health benefits or insurance 
        program. Employment by the Corporation without a break in 
        continuity of service shall be considered employment by the 
        United States for purposes of such sections; except that if the 
        employee elects, during the 3-year period beginning on the date 
        of operation, to participate in the health benefits or life 
        insurance program established by the Corporation under section 
        104(d), the employee may participate in such program in lieu of 
        continuing to be treated as an employee of the United States 
        for purposes of section 8905 or 8702 of such title, as 
        appropriate. If the employee continues to be so treated, the 
        Corporation shall be the employing agency for purposes of 
        section 8905 or 8702 of such title, as appropriate, and shall 
        contribute to the Employees Health Benefits Fund pursuant to 
        section 8909 of such title or the Employees' Life Insurance 
        Fund pursuant to section 8714 of such title, as appropriate, 
        such sums as are required by such sections.
            (6) Retirement.--Any SLSDC employee who transfers to the 
        Corporation and who, on the day before the date of operation, 
        is subject to subchapter III of chapter 83 of title 5, United 
        States Code, or chapter 84 of such title may, so long as 
        continually employed by the Corporation without a break in 
        service, continue to be subject to such subchapter or chapter, 
        as the case may be. Employment by the Corporation without a 
        break in continuity of service shall be considered to be 
        employment by the United States for purposes of such subchapter 
and chapter; except that if the employee elects, during the 3-year 
period beginning on the date of operation, to participate in the 
retirement program established by the Corporation under section 104(d), 
the employee may participate in such program in lieu of continuing to 
be treated as an employee of the United States for purposes of such 
subchapter or chapter. If the employee continues to be so treated, the 
Corporation shall be the employing agency for purposes of such 
subchapter and chapter and shall contribute to the Civil Service 
Retirement and Disability Fund or the Thrift Savings Fund, as 
appropriate, such sums as are required by such subchapter and chapter.
            (7) Access to records.--The Corporation shall allow 
        representatives of the Secretary adequate access to SLSDC 
        employees who transfer to the Corporation and their employment 
        records when needed for the performance of functions related to 
        the period before the date of operation. The Secretary shall 
        provide the Corporation access to employment records of 
        transferring SLSDC employees for appropriate purposes.
    (b) Separated SLSDC Employees.--Any SLSDC employee who does not 
transfer to the Corporation and who does not otherwise remain a United 
States employee shall be entitled to all rights and benefits available 
under Federal law for separated United States employees, except that 
severance pay shall not be payable to any SLSDC employee who does not 
accept an offer of employment from the Corporation of work 
substantially similar to that performed for the United States.
    (c) Reinstatement.--Notwithstanding the service requirement for 
career tenure established by section 315.401(b) of title 5, Code of 
Federal Regulations, there shall be no time limit on the reinstatement 
eligibility of--
            (1) any separated SLSDC employee whose employment is 
        terminated as a result of the termination of the SLSDC and who 
        does not transfer to the Corporation; and
            (2) any SLSDC employee who transfers to the Corporation.

SEC. 106. CONFLICTS OF INTEREST.

    (a) Express Condition.--In every contract or agreement to be made, 
entered into, or accepted by or on behalf of the Corporation, there 
shall be inserted an express condition that no member of the Corporate 
Board and no officer or employee of the Corporation shall derive any 
personal financial or other benefit therefrom.
    (b) Prohibition.--No part of the income or assets of the 
Corporation shall inure to the benefit of any member of the Corporate 
Board or any officer or employee of the Corporation, except as 
reasonable compensation for services or reimbursement for expenses.

SEC. 107. ACQUISITION OF PROPERTY BY SECRETARY.

    Upon request of the Corporation, the Secretary--
            (1) may acquire, on behalf of the Corporation, by purchase, 
        lease, condemnation, or donation such real and personal 
        property and any interest therein if the Secretary considers 
        such acquisition necessary for the Corporation to conduct its 
        business; and
            (2) shall transfer such property or interest to the 
        Corporation if the Corporation pays the costs of acquiring such 
        property or interest, including any reasonable transaction cost 
        associated with such acquisition.

SEC. 108. CORPORATE POWERS.

    (a) In General.--For the purpose of carrying out its functions 
under this Act, the Corporation shall have the following powers:
            (1) To have succession in its corporate name.
            (2) To adopt and use a corporate seal, which shall be 
        judicially noticed.
            (3) To sue and be sued in its corporate name in the United 
        States to the same extent as the United States Government and 
        in Canada to the same extent as the Government of Canada.
            (4) To indemnify members of the Corporate Board and 
        officers, employees, and agents of the Corporation for 
        liabilities and expenses incurred within the scope of their 
        employment by the Corporation.
            (5) To adopt, amend, and repeal bylaws, rules, and 
        regulations which shall--
                    (A) govern the manner in which its business will be 
                conducted and the powers vested in it will be 
                exercised; and
                    (B) be made after notice and opportunity for 
                participation by interested persons and governmental 
                entities.
            (6) To make and carry out such contracts or agreements as 
        are necessary or advisable in the conduct of its business.
            (7) To issue bonds from time to time in its discretion for 
        public purposes, including the purposes of paying all or any 
        part of the cost of Saint Lawrence Seaway improvements, 
        construction, and rehabilitation, and the acquisition of real 
        and personal property, including operating equipment for the 
Seaway. Such bonds may not constitute a debt of the United States, 
Canada, or any of the Great Lakes States or Great Lakes Provinces. The 
payment of principal of, and interest on, such bonds may not be 
guaranteed by the United States, Canada, or any of the Great Lakes 
States or Great Lakes Provinces. Such bonds may be secured by the 
revenues of the Corporation generally or exclusively from the income 
and revenues of designated projects whether or not they are financed in 
whole or part from the proceeds of such bonds.
            (8) To acquire, by purchase, lease, or donation, such real 
        and personal property and any interest therein, and to sell, 
        lease, or otherwise dispose of such real and personal property, 
        as the Corporate Board considers necessary for the conduct of 
        its business.
            (9) To use, when the Corporate Board determines that it is 
        practicable, efficient, and cost-effective to do so, with the 
        consent of the United States, Canada, and the agency or 
        government concerned, and on a reimbursable basis, services, 
        records, facilities, or personnel of any Federal, State, 
        Provincial, or local government agency or instrumentality to 
        perform functions on behalf of the Corporation.
            (10) To determine the character of, and the necessity for, 
        its obligations and expenditures, and the manner in which they 
        shall be incurred, allowed, and paid to carry out the 
        objectives of this Act and the agreement entered into under 
        section 4.
            (11) To retain and use all revenues from tolls and fees for 
        purposes of financing operation and maintenance of, and 
        infrastructure improvements to, the Seaway.
            (12) To provide services and facilities necessary for the 
        operation and maintenance of the Seaway, including providing, 
        at reasonable prices, services to vessels using the Seaway and 
        to visitors to the Seaway and to retain all revenues derived 
        from such services and facilities.
            (13) To provide, through contract or self-insurance, for 
        liability insurance and insurance against loss incurred in 
        connection with property, assets, and operations of the 
        Corporation.
            (14) To invest funds not needed in its operations in such 
        obligations as it shall determine to be prudent and 
        appropriate.
            (15) To invest funds held by it for pension or similar 
        purposes in any appropriate marketable securities.
            (16) To enter into interagency agreements with agencies of 
        the United States, Canada, the Great Lakes States, and the 
        Great Lakes Provinces for the purposes of coordinating joint 
        operations in the Seaway, facilitating movement of vessels 
        through the Seaway, and facilitating enforcement of safety and 
        environmental regulations issued by such agencies.
            (17) To accept such amounts as may be transferred to the 
        Corporation under section 9505(c)(1) of the Internal Revenue 
        Code of 1986 (relating to expenditures from the Harbor 
        Maintenance Trust Fund), except that such amounts shall be 
        available only for the purpose of operating and maintaining 
        those works which the Corporation is obligated to operate and 
        maintain under section 101.
    (b) Availability of Amounts.--Amounts credited under subsection 
(a)(17) shall be available to pay any obligation or expense of the 
Corporation under this Act, except as specifically provided in 
subsection (a).
    (c) Extension of Trust Fund Purposes.--The purposes for which 
amounts may be paid from the Harbor Maintenance Trust Fund shall 
include the purpose referred to in subsection (a)(17).

SEC. 109. OWNERSHIP OF ASSETS.

    The executive agreement entered into under section 4 shall include, 
at a minimum, the following terms and conditions concerning the 
ownership of assets of the United States and Canada on the Saint 
Lawrence Seaway on and after the date of operation:
            (1) Title to any fixed asset shall remain with the 
        Government that holds title to the asset on the day before such 
        date, unless a transfer to the Corporation is specifically 
        authorized by law.
            (2) Title to any other asset held by the Government on the 
        day before such date shall be transferred to the Corporation on 
        such date.
            (3) Title to any asset acquired, or any improvement made to 
        any fixed asset described in paragraph (1) that is financed 
        from sources other than the United States or Canada, after such 
        date shall be vested in the Corporation.

SEC. 110. TRANSFER OF RIGHTS, LIABILITIES, AND OBLIGATIONS.

    (a) In General.--Except as specified in subsection (b), the 
Corporation shall assume all rights, liabilities, and obligations 
(tangible and incorporeal, present and executory) of the SLSDC on the 
date of operation, including leases, permits, licenses, contracts, 
agreements, claims, tariffs, accounts receivable, accounts payable, and 
litigation relating to such rights and obligations, regardless whether 
judgment has been entered, damages awarded, or appeal taken.
    (b) Exceptions.--The procedure for disputes resolution contained in 
any contract entered into on behalf of the United States before the 
date of operation shall continue to govern the performance of the 
contract unless otherwise agreed to by the parties to the contract. 
Claims for monetary damages founded in tort, by or against the United 
States as the owner and operator of the Saint Lawrence Seaway, arising 
before the date of operation shall be adjudicated as if the agreement 
had not been entered into.
    (c) Payments Into Employees' Compensation Fund.--The Corporation 
shall remain responsible for reimbursing the Employees' Compensation 
Fund, pursuant to section 8147 of title 5, United States Code, for 
compensation paid or payable after the date of operation in accordance 
with chapter 81 of such title with regard to any injury, disability, or 
death due to events arising before such date, whether or not a claim 
has been filed or is final on such date.
    (d) Retirement Obligations.--
            (1) Discontinued service.--Not later than 1 year after the 
        date of operation, the Corporation shall pay to the Treasury of 
        the United States, to be deposited to the credit of the Civil 
        Service Retirement and Disability Fund, an amount determined by 
        the Office of Personnel Management to represent the actual 
        added costs incurred by the Fund due to discontinued service 
        retirement under section 8336(d)(1) of title 5, United States 
        Code, of SLSDC employees who elect not to transfer to the 
        Corporation.
            (2) Unfunded liability.--
                    (A) Payment to treasury.--Not later than 1 year 
                after the date of operation, the Corporation shall pay 
                to the Treasury of the United States, to be deposited 
                to the credit of the Civil Service Retirement and 
                Disability Fund, an amount determined by the Office of 
                Personnel Management to represent the present value of 
                the difference between--
                            (i) the future cost of benefits payable 
                        from the Fund and due the employees covered by 
                        section 105(a)(6) that are attributable to the 
                        period of employment following the date of 
                        operation; and
                            (ii) the contributions made by the 
                        employees and the Corporation under section 
                        105(a)(6).
                    (B) Consideration of interest in determining amount 
                due.--In determining the amount due under subparagraph 
                (A), the Office of Personnel Management shall take into 
                consideration the actual interest such amount can be 
                expected to earn when invested in the Treasury of the 
                United States.

SEC. 111. CONTINUATION OF REGULATIONS AND AGREEMENT.

    (a) Regulations.--All regulations of the SLSDC shall become 
regulations of the Corporation on the date of operation and shall 
remain in effect until modified or revoked by the Corporate Board in 
accordance with procedures of the Corporate Board.
    (b) Agreement.--All rights and responsibilities of the SLSDC under 
the agreement (including Addenda 1 and 2) entered into by the United 
States Coast Guard and the SLSDC on May 12, 1992, pursuant to the Ports 
and Waterways Safety Act of 1972 (33 U.S.C. 1221 et seq.), the Non-
Indigenous Aquatic Nuisance Prevention and Control Act of 1990 (16 
U.S.C. 4701 et seq.), and the Oil Pollution Act of 1990 (33 U.S.C. 2701 
et seq.), shall become the rights and responsibilities of the 
Corporation.

SEC. 112. TRANSFER OF UNEXPENDED BALANCES OF APPROPRIATIONS.

    On the date of operation, all unexpended balances of 
appropriations, authorizations, allocations, and other funds employed, 
held, used, arising from, available to, or to be made available in 
connection with any of the functions of the SLSDC are transferred to 
the Corporation, except that no such unexpended balances transferred 
shall be used for purposes other than those for which the appropriation 
was originally made.

SEC. 113. AUDITS AND REPORTS.

    (a) Accounting and Audit.--The books of account of the Corporation 
shall be maintained in accordance with generally accepted accounting 
principles and shall be subject to an annual audit by independent 
public accountants of internationally recognized standing.
    (b) Reports.--The Director General 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 Corporation's operations for such 
        preceding fiscal year; and
            (2) the Corporation's financial statements and the opinion 
        with respect thereto prepared by the independent public 
        accountants reviewing such statements and a copy of any report 
        made on an audit conducted under subsection (a).
    (c) Board of Review.--
            (1) Establishment.--The Corporation shall have a board of 
        review which shall be composed of 6 members. Three members of 
        the board of review shall be appointed by the President from a 
        list of candidates submitted to the President by the 
        Comptroller General of the United States and 3 members shall be 
        appointed by the Government of Canada.
            (2) Annual audit.--The board of review shall review the 
        annual audit conducted under subsection (a) and shall transmit 
        to the President, Congress, and the Government of Canada a 
        report of its findings with such recommendations as the board 
        of review considers appropriate.

SEC. 114. REPEAL OF SAINT LAWRENCE SEAWAY ACT.

    Effective on the date of operation, sections 1 through 13 of the 
Act of May 13, 1954, commonly referred to as the Saint Lawrence Seaway 
Act (33 U.S.C. 981-990) are repealed.

SEC. 115. AUTHORIZATION OF APPROPRIATIONS.

    (a) Transitional.--There is authorized to be appropriated $200,000 
to the Secretary for transfer to the Corporation for the United States 
share of the cost of establishment of the Corporation before the date 
of operation. Such funds shall remain available until expended.
    (b) First 10 Fiscal Years.--There is authorized to be appropriated 
to the Secretary for transfer to the Corporation to carry out its 
functions a sum that is the equitable contribution of the United States 
toward establishment and operation of the Corporation for each of the 
first 10 fiscal years beginning after the date of the first meeting of 
the Corporate Board under this Act. Such funds shall remain available 
until expended.

                 TITLE II--GREAT LAKES DEVELOPMENT BANK

SEC. 201. ESTABLISHMENT AND STATUS OF BANK.

    (a) Establishment.--Pursuant to the executive agreements entered 
into under section 4, the President shall facilitate the establishment 
of the Great Lakes Development Bank.
    (b) Charter.--Effective on the date of establishment of the Bank, 
Congress of the United States charters the Bank. Congress reserves the 
right to revise, amend, or modify the charter.
    (c) Status.--The Bank shall not be an agency or instrumentality of 
the United States.

SEC. 202. FUNCTIONS OF BANK.

    The Bank shall be responsible for providing, on the basis of 
business and financial principles and taking into consideration equity 
between Canada and the United States, loans and other assistance and 
technical and management assistance in accordance with section 206 to 
public and private entities that are involved in maritime 
transportation in the Great Lakes States and Great Lakes Provinces and 
shall give priority, in providing such loans and assistance, to the 
Corporation for making infrastructure improvements to the Saint 
Lawrence Seaway. Such assistance may be for 1 or more of the following 
purposes:
            (1) Providing increased financing flexibility for maritime 
        commerce-related infrastructure investment on the Great Lakes 
        and the Seaway.
            (2) Increasing the number of financially feasible projects 
        that are eligible for assistance under section 206.
            (3) Expediting the commencement and completion of eligible 
        projects.
            (4) Establishing service by persons holding themselves out 
        to the general public to provide transportation by water of 
        passengers or property between ports in the Great Lakes States 
        or Great Lakes Provinces and ports in other countries.
            (5) Increasing maritime commerce-related infrastructure 
        investment by the Great Lakes States, Great Lakes Provinces, 
        and political subdivisions of such States or Provinces.
            (6) Any other purpose that would result in--
                    (A) modernization of maritime facilities on the 
                Great Lakes and the Seaway;
                    (B) improvement of the competitiveness of the Great 
                Lakes-Saint Lawrence Seaway system as a transportation 
                route for world trade; and
                    (C) increasing, or increasing diversification of, 
                vessel and cargo traffic through the Seaway and to and 
                from the Great Lakes.

SEC. 203. OPERATIONAL PRINCIPLES.

    The Bank shall conduct its operations in accordance with the 
following principles:
            (1) The Bank may not provide any financial assistance for 
        which in the opinion of the Bank Board sufficient capital could 
        be obtained on reasonable terms from private markets.
            (2) The Bank may not impose conditions that the proceeds of 
        any assistance it provides will be spent within the 
        jurisdictional boundaries of a particular country, State, 
        province, or locality.
            (3) The Bank may not assume the management responsibility 
        for any project for which it provides assistance, except in the 
        process of liquidating properties acquired as collateral for 
        loans and other assistance.
            (4) The Bank may provide assistance only on terms and 
        conditions that the Bank Board considers appropriate, taking 
        into account the requirements of the project, the risks being 
        assumed by the Bank, and the terms and conditions normally 
        obtained by private persons or organizations for providing 
        similar assistance.
            (5) For the purpose of obtaining additional funds to 
        provide financial assistance under this title, the Bank may 
        sell assets it acquires in the course of providing assistance 
        under this title whenever the Bank determines it can do so on 
        appropriate and satisfactory terms.
            (6) The Bank shall diversify its investment portfolio.

SEC. 204. BOARD OF DIRECTORS.

    (a) In General.--The Bank shall be governed by a board of 
directors. Except as provided in subsection (b) with respect to the 
initial Bank Board, members of the Bank Board shall be elected by 
members of the Bank in accordance with the bylaws of the Bank.
    (b) Initial Board.--
            (1) Size and membership.--The initial Bank Board shall be 
        composed of 16 members as follows:
                    (A) 1 member appointed by each of the Governors of 
                the Great Lakes States; and
                    (B) 8 members appointed or otherwise designated by 
                the Government of Canada.
            (2) Special duties.--In addition to the duties specified in 
        subsection (c), the initial Bank Board is responsible for--
                    (A) incorporating the Bank in the United States and 
                Canada;
                    (B) establishing an organizational structure for 
                the Bank;
                    (C) establishing management and operational 
                policies of the Bank;
                    (D) identifying and actively recruiting potential 
                members to join the Bank; and
                    (E) preparing for and carrying out the orderly 
                transition of the initial Bank Board to the Bank Board 
                as provided in paragraph (4).
            (3) Pay.--Members of the initial Bank Board shall serve 
        without pay.
            (4) Transition to bank board.--The term of all members of 
        the initial Bank Board shall terminate on the day that the 
        results of the first election of members of the Bank Board are 
        certified.
            (5) Conditions for transition.--Transition from the initial 
        Bank Board to the Bank Board shall occur when, in the opinion 
        of the President and the Government of Canada, a sufficient 
        number of members have joined the Bank and such members have 
        contributed an adequate amount of capital to the Bank to make 
        the Bank a financially viable organization. Such transition may 
        only occur after there are 10 or more Bank members and the 
        aggregate of their subscription to the Bank's capital stock is 
        $80,000,000 or more.
    (c) Duties.--The Bank Board shall--
            (1) evaluate and, if necessary, modify the organizational 
        structure of the Bank established by the initial Bank Board;
            (2) evaluate and, if appropriate, revise the management and 
        operational policies of the Bank;
            (3) adopt, in an open process that affords an opportunity 
        for participation by interested persons and governmental 
        entities, such bylaws, rules, and regulations as may be 
        necessary or appropriate to conduct business of the Bank;
            (4) ensure that the functions of the Bank described in 
        section 202 are carried out;
            (5) develop and ensure compliance with a code of ethics for 
        the Bank and its officers and employees;
            (6) establish procedures for, and conditions of, admitting 
        members to the Bank;
            (7) ensure that Bank members will fulfill their obligations 
        when the Bank Board makes a call for capital to meet the Bank's 
        obligations to its creditors;
            (8) approve calls on members' callable capital for the 
        purpose of meeting the Bank's obligations to its creditors;
            (9) declare and pay dividends when the Bank Board 
        determines that it is advisable;
            (10) approve proposals for loans and other assistance;
            (11) appoint and fix the compensation of the Managing 
        Director;
            (12) prepare and transmit to the President, Congress, the 
        Government of Canada, and Bank members an annual business-type 
        budget program that--
                    (A) lays out the Bank's plan of operation;
                    (B) contains estimates of the financial condition 
                and operations of the Bank for the current and 
                following fiscal years and the financial condition and 
                results of such operations in the preceding fiscal 
                year;
                    (C) contains statements of the financial condition, 
                income and expense, and sources and use of money, an 
                analysis of surplus or deficit, and additional 
                statements and information to make known the financial 
                condition and operations of the Bank, including 
                estimates of operations by major activities, 
                administrative expenses, loans, borrowings, and capital 
                reserves needed to cover loan and lease losses; and
                    (D) provides for emergencies and other 
                contingencies so that the Bank may carry out its 
                responsibilities; and
            (13) prepare and transmit to the President, Congress, the 
        Government of Canada, and Bank members an annual management 
        report which includes--
                    (A) a statement of financial position;
                    (B) a statement of operations;
                    (C) a statement of cash flows;
                    (D) a reconciliation to the budget program of the 
                Bank, if applicable;
                    (E) a statement on the internal accounting and 
                administrative control systems being implemented by the 
                Managing Director;
                    (F) the report resulting from the annual audit of 
                the financial statements of the Bank conducted by 
                independent public accountants under section 217; and
                    (G) any other comments and information necessary to 
                inform the President, Congress, the Government of 
                Canada, and Bank members about the operations and 
                financial condition of the Bank.

SEC. 205. MANAGING DIRECTOR.

    (a) In General.--The Bank shall have a Managing Director who shall 
serve as chief executive officer of the Bank.
    (b) Duties.--In accordance with the policies established by the 
Bank Board under section 204, the Managing Director shall be 
responsible for--
            (1) the day-to-day operations of the Bank;
            (2) appointing, fixing the compensation of, and defining 
        the authority and duties of, officers, employees, and agents of 
        the Bank necessary for the management and operation of the 
        Bank;
            (3) assisting the Great Lakes and Saint Lawrence Seaway 
        maritime community in meeting its investment financing needs;
            (4) presenting proposals for loans and other assistance of 
        the Bank to the Bank Board for its consideration and approval; 
        and
            (5) ensuring that potential clients in the Great Lakes 
        States and Great Lakes Provinces are aware of the programs and 
        services offered by the Bank.

SEC. 206. FORMS OF ASSISTANCE.

    (a) Financial Assistance.--
            (1) In general.--The Bank may provide loans or other 
        assistance to a public or private entity for carrying out a 
        project eligible for assistance under this title.
            (2) Interest and fees.--The Bank shall establish and 
        collect--
                    (A) interest for making loans under this title at 
                rates, and
                    (B) fees for providing other assistance under this 
                title,
        that the Bank Board determines appropriate.
            (3) Maximum amount.--The amount of loans and other 
        assistance provided under this title with respect to a project 
        may not exceed the lesser of--
                    (A) 90 percent of the cost of carrying out the 
                project; or
                    (B) 80 percent of the difference between such cost 
                and the amount of loans and other assistance obtained 
                for carrying out the project from other sources.
            (4) Subordination.--The amount of any loan or other 
        assistance provided under this title for a project may be 
        subordinated to any other debt financing for the project.
    (b) Technical and Management Assistance.--The Bank may also 
provide, on a fee-for-service basis, technical or management assistance 
with respect to a project eligible for assistance under this title. The 
cost of such assistance may be financed as part of any financial 
assistance provided under this title with respect to the project.
    (c) Other Assistance Defined.--In this title, the term ``other 
assistance'' means the use of Bank funds to--
            (1) guarantee, in whole or in part, loans made by private 
        investors through commercial investment channels;
            (2) provide credit enhancements;
            (3) serve as a capital reserve for bond or debt instrument 
        financing;
            (4) subsidize interest rates;
            (5) ensure the issuance of letters of credit and credit 
        instruments;
            (6) finance purchase and lease agreements;
            (7) provide bond or debt financing instrument security; and
            (8) provide other forms of debt financing and methods of 
        leveraging funds that relate to the project with respect to 
        which such assistance is being provided.

SEC. 207. ELIGIBLE PROJECTS.

    (a) In General.--The Bank may provide under this title loans and 
other assistance only with respect to projects that directly or 
indirectly improve the efficiency or competitiveness of the Great Lakes 
or the Saint Lawrence Seaway as a transportation route in maritime 
commerce. Such projects may include--
            (1) maintenance of, or improvement to, Seaway facilities to 
        accommodate a greater percentage of the world's commercial 
        vessel fleet;
            (2) dredging to maintain or widen or deepen navigational 
        channels in the Great Lakes and the Seaway;
            (3) improvement to harbors, ports, docks, and appurtenant 
        facilities (including cranes and terminals) in the Great Lakes 
        and the Seaway;
            (4) construction of warehouses and other maritime commerce-
        related development in the Great Lakes and the Seaway region; 
        and
            (5) construction, major conversion, and modernization of 
        commercial passenger or cargo vessels that will be used in 
        maritime commerce and will result in a higher level of, or more 
        diverse, vessel traffic in or through the Great Lakes-Saint 
        Lawrence Seaway system.
    (b) Eligibility of Planning, Engineering, Design, and Land 
Acquisition Costs.--Costs of planning, engineering, design, and land 
acquisition in connection with any project described in subsection (a) 
shall be eligible costs for which the Bank may provide loans and other 
assistance under this title.

SEC. 208. CONDITIONS ON ASSISTANCE.

    (a) Location.--The Bank may provide assistance under this title to 
a private or public entity involved in maritime commerce in the Great 
Lakes and the Saint Lawrence Seaway region with respect to a project 
eligible for assistance under section 207 only if--
            (1) the entity is the Corporation or a member of the Bank; 
        and
            (2) the project will be carried out, or the entity is 
        registered to do business, within the jurisdictional boundaries 
        of a State or Province of Canada that is a member of the Bank.
    (b) Procurement.--The Bank may provide assistance under this title 
to a private or public entity only if the entity agrees, in writing, 
that no contract for procuring goods or services necessary for the 
planning, design, development, and construction of the project for 
which such assistance is being provided will be awarded to any person 
or governmental entity (other than the United States) unless such 
person or governmental entity, or the political subdivision in which 
such person is located or registered to do business is a member of the 
Bank, and provides such other assurances as the Bank may require to 
ensure that such agreement will be fulfilled.

SEC. 209. BANK REQUIREMENTS.

    In carrying out its functions under this title, the Bank Board 
shall--
            (1) ensure that the Bank maintains on a continuing basis an 
        investment grade rating on its debt issuances or has a 
        sufficient level of bond or debt financing instrument insurance 
        to maintain the viability of the Bank;
            (2) ensure that income generated by the Bank will be--
                    (A) credited to the Bank;
                    (B) available for use in providing loans and other 
                assistance to projects eligible for assistance from the 
                Bank; and
                    (C) invested in (i) government securities that are 
                backed by the full faith and credit of the United 
                States, any State or political subdivision of any 
                State, Canada, or any Province of Canada or political 
                subdivision of any Province of Canada, (ii) bank 
                deposits, or (iii) such other financing instruments as 
                the Bank Board may approve to earn interest to enhance 
                the leveraging of projects assisted by the Bank;
            (3) ensure that a loan made by the Bank will bear interest 
        at or below market rates, as determined appropriate by the Bank 
        Board, to make the project that is the subject of the loan 
        feasible;
            (4) ensure that repayment of such loan will commence not 
        later than 1 year after the date of completion of the project 
        or the facility is open to maritime traffic, whichever is 
        later; and
            (5) ensure that the term for repaying such loan will not 
        exceed 25 years beginning on the date on which the first 
        payment is due on the loan.

SEC. 210. BANK CORPORATE POWERS.

    For the purpose of carrying out its functions under this title, the 
Bank shall have the following powers:
            (1) To have succession in its corporate name.
            (2) To adopt and use a corporate seal.
            (3) To sue and be sued in its corporate name.
            (4) To admit members to the Bank under the procedures and 
        conditions established under section 204(c)(6).
            (5) To indemnify members of the Bank Board and officers, 
        employees, and agents of the Bank for liabilities and expenses 
        incurred within the scope of their employment by the Bank.
            (6) To adopt, amend, and repeal bylaws, rules, and 
        regulations which shall--
                    (A) govern the manner in which its business will be 
                conducted and the powers vested in it will be 
                exercised; and
                    (B) be made after notice and opportunity for 
                participation by interested persons and governmental 
                entities.
            (7) To make and carry out such contracts or agreements as 
        are necessary or advisable in the conduct of its business.
            (8) To issue bonds from time to time in its discretion for 
        public purposes if such bonds do not constitute a debt of the 
        United States, Canada, any State, or any Province of Canada and 
        if the payment of principal of, and interest on, such bonds is 
        not guaranteed by the United States, Canada, any State, or 
        Province of Canada.
            (9) To acquire, by purchase, lease, or donation, such real 
        and personal property and any interest therein, and to sell, 
        lease, or otherwise dispose of such real and personal property, 
        as the Bank Board considers necessary for the conduct of its 
        business.
            (10) To determine the character of, and the necessity for, 
        its obligations and expenditures, and the manner in which they 
        shall be incurred, allowed, and paid to carry out the 
        objectives of this Act and the agreement entered into under 
        section 4.
            (11) To retain and use all its revenues for purposes of 
        financing Bank operations.
            (12) To provide, through contract or self-insurance, for 
        liability insurance and insurance against loss incurred in 
        connection with property, assets, and operations of the Bank.
            (13) To guarantee securities for which it has provided 
        assistance in order to facilitate their sale.
            (14) To buy and sell securities it has issued.
            (15) To exercise such other powers incidental to its 
        business as shall be necessary or appropriate to carry out its 
        functions under section 202.
            (16) To invest funds not needed in its financing and other 
        operations in such obligations as it shall determine to be 
        prudent and appropriate.
            (17) To invest funds held by it for pension or similar 
        purposes in any appropriate marketable securities.
            (18) To fix the compensation of Bank Board members.

SEC. 211. BANK MEMBERSHIP.

    (a) In General.--A person, including a governmental entity (other 
than the United States and the Corporation), may become a member of the 
Bank if such person complies with the procedures and conditions 
established 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 divided 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 obligations 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 capitalization 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 Subscription.--The United States 
may not subscribe to shares of capital stock of the Bank.
    (b) Direct Loan.--Subject to advance appropriations, 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 chartered in the 
        United States and Canada;
            (2) the Bank has established reasonable conditions for 
        admitting members to the Bank, taking into consideration the 
        financial strength of the potential 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 Secretary and the Bank Board 
shall enter into an agreement under which the Secretary, subject to 
advance appropriations, 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 demonstrates 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 percent; plus
                    (B) an allowance the Secretary of Transportation 
                considers adequate to cover administrative 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 enhancement by the United States, to 
the Bank shall not be construed 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 
outstanding 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 Commission.--The Bank shall 
file with the Securities and Exchange 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 operations and necessary in the public 
interest or for the protection 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 purpose 
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 appointed 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 generally 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 independent public accountants 
        reviewing such statements, and a copy of any report made on an 
        audit conducted under subsection (a).
    (c) Annual Review.--The board of review established 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 report 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 establishment 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 making direct loans under sections 
211(g) and 212. For purposes of this subsection, the cost of making a 
direct loan are the costs described in section 502(5)(B) of 
Congressional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).
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