[Congressional Record Volume 153, Number 45 (Thursday, March 15, 2007)]
[Senate]
[Pages S3229-S3234]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
CONGRESSIONAL CHARTER OF THE AMERICAN NATIONAL RED CROSS
Mr. REID. Mr. President, I ask unanimous consent that the Senate
proceed to calendar No. 71, S. 655.
The PRESIDING OFFICER. The clerk will report the bill by title.
The assistant legislative clerk read as follows:
A bill (S. 655) to amend the Congressional Charter of The
American National Red Cross to modernize its governance
structure, to enhance the ability of the board of governors
of The American National Red Cross to support the critical
mission of The American National Red Cross in the 21st
century, and for other purposes.
There being no objection, the Senate proceeded to consider the bill,
which had been reported by the Committee on the Judiciary with an
amendment, as follows:
[Omit the part struck through and insert the part printed in italic].
S. 655
Be it enacted by the Senate and House of Representatives of
the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``The American National Red
Cross Governance Modernization Act of 2007''.
SEC. 2. FINDINGS; SENSE OF CONGRESS.
(a) Findings.--Congress makes the following findings:
(1) Substantive changes to the Congressional Charter of The
American National Red Cross have not been made since 1947.
(2) In February 2006, the board of governors of The
American National Red Cross (the ``Board of Governors'')
commissioned an independent review and analysis of the Board
of Governors' role, composition, size, relationship with
management, governance relationship with chartered units of
The American National Red Cross, and whistleblower and audit
functions.
(3) In an October 2006 report of the Board of Governors,
entitled ``American Red Cross Governance for the 21st
Century'' (the ``Governance Report''), the Board of Governors
recommended changes to the Congressional Charter, bylaws, and
other governing documents of The American National Red Cross
to modernize and enhance the effectiveness of the Board of
Governors and governance structure of The American National
Red Cross.
(4) It is in the national interest to create a more
efficient governance structure of The American National Red
Cross and to enhance the Board of Governors' ability to
support the critical mission of The American National Red
Cross in the 21st century.
(5) It is in the national interest to clarify the role of
the Board of Governors as a governance and strategic
oversight board and for The American National Red Cross to
amend its bylaws, consistent with the recommendations
described in the Governance Report, to clarify the role of
the Board of Governors and to outline the areas of its
responsibility, including--
(A) reviewing and approving the mission statement for The
American National Red Cross;
(B) approving and overseeing the corporation's strategic
plan and maintaining strategic oversight of operational
matters;
(C) selecting, evaluating, and determining the level of
compensation of the corporation's chief executive officer;
(D) evaluating the performance and establishing the
compensation of the senior leadership team and providing for
management succession;
(E) overseeing the financial reporting and audit process,
internal controls, and legal compliance;
(F) holding management accountable for performance;
(G) providing oversight of the financial stability of the
corporation;
(H) ensuring the inclusiveness and diversity of the
corporation;
(I) providing oversight of the protection of the brand of
the corporation; and
(J) assisting with fundraising on behalf of the
corporation.
(6)(A) The selection of members of the Board of Governors
is a critical component of effective governance for The
American National Red Cross, and, as such, it is in the
national interest that The American National Red Cross amend
its bylaws to provide a method of selection consistent with
that described in the Governance Report.
(B) The new method of selection should replace the current
process by which--
(i) 30 chartered unit-elected members of the Board of
Governors are selected by a non-Board committee which
includes 2 members of the Board of Governors and other
individuals elected by the chartered units themselves;
(ii) 12 at-large members of the Board of Governors are
nominated by a Board committee and elected by the Board of
Governors; and
(iii) 8 members of the Board of Governors are appointed by
the President of the United States.
(C) The new method of selection described in the Governance
Report reflects the single
[[Page S3230]]
category of members of the Board of Governors that will
result from the implementation of this Act:
(i) All Board members (except for the chairman of the Board
of Governors) would be nominated by a single committee of the
Board of Governors taking into account the criteria outlined
in the Governance Report to assure the expertise, skills, and
experience of a governing board.
(ii) The nominated members would be considered for approval
by the full Board of Governors and then submitted to The
American National Red Cross annual meeting of delegates for
election, in keeping with the standard corporate practice
whereby shareholders of a corporation elect members of a
board of directors at its annual meeting.
(7) The United States Supreme Court held The American
National Red Cross to be an instrumentality of the United
States, and it is in the national interest that the
Congressional Charter confirm that status and that any
changes to the Congressional Charter do not affect the rights
and obligations of The American National Red Cross to carry
out its purposes.
(8) Given the role of The American National Red Cross in
carrying out its services, programs, and activities, and
meeting its various obligations, the effectiveness of The
American National Red Cross will be promoted by the creation
of an organizational ombudsman who--
(A) will be a neutral or impartial dispute resolution
practitioner whose major function will be to provide
confidential and informal assistance to the many internal and
external stakeholders of The American National Red Cross;
(B) will report to the chief executive officer and the
audit committee of the Board of Governors; and
(C) will have access to anyone and any documents in The
American National Red Cross.
(b) Sense of Congress.--It is the sense of Congress that--
(1) charitable organizations are an indispensable part of
American society, but these organizations can only fulfill
their important roles by maintaining the trust of the
American public;
(2) trust is fostered by effective governance and
transparency, which are the principal goals of the
recommendations of the Board of Governors in the Governance
Report and this Act;
(3) Federal and State action play an important role in
ensuring effective governance and transparency by setting
standards, rooting out violations, and informing the public;
and
(4) while The American National Red Cross is and will
remain a Federally chartered instrumentality of the United
States, and it has the rights and obligations consistent with
that status, The American National Red Cross nevertheless
should maintain appropriate communications with State
regulators of charitable organizations and should cooperate
with them as appropriate in specific matters as they arise
from time to time.
SEC. 3. ORGANIZATION.
Section 300101 of title 36, United States Code, is
amended--
(1) in subsection (a), by inserting ``a Federally chartered
instrumentality of the United States and'' before ``a body
corporate and politic''; and
(2) in subsection (b), by inserting at the end the
following new sentence: ``The corporation may conduct its
business and affairs, and otherwise hold itself out, as the
`American Red Cross' in any jurisdiction.''.
SEC. 4. PURPOSES.
Section 300102 of title 36, United States Code, is
amended--
(1) by striking ``and'' at the end of paragraph (3);
(2) by striking the period at the end of paragraph (4) and
inserting ``; and''; and
(3) by adding at the end the following paragraph:
``(5) to conduct other activities consistent with the
foregoing purposes.''.
SEC. 5. MEMBERSHIP AND CHAPTERS.
Section 300103 of title 36, United States Code, is
amended--
(1) in subsection (a), by inserting ``, or as otherwise
provided,'' before ``in the bylaws'';
(2) in subsection (b)(1)--
(A) by striking ``board of governors'' and inserting
``corporation''; and
(B) by inserting ``policies and'' before ``regulations
related''; and
(3) in subsection (b)(2)--
(A) by inserting ``policies and'' before ``regulations
shall require''; and
(B) by striking ``national convention'' and inserting
``annual meeting''.
SEC. 6. BOARD OF GOVERNORS.
Section 300104 of title 36, United States Code, is amended
to read as follows:
``Sec. 300104. Board of governors
``(a) Board of Governors.--
``(1) In general.--The board of governors is the governing
body of the corporation with all powers of governing and
directing, and of overseeing the management of the business
and affairs of, the corporation.
``(2) Number.--The board of governors shall fix by
resolution, from time to time, the number of members
constituting the entire board of governors, provided that--
``(A) as of March 31, 2009, and thereafter, there shall be
no fewer than 12 and no more than 25 members; and
``(B) as of March 31, 2012, and thereafter, there shall be
no fewer than 12 and no more than 20 members constituting the
entire board.
Procedures to implement the preceding sentence shall be
provided in the bylaws.
``(3) Appointment.--The governors shall be appointed or
elected in the following manner:
``(A) Chairman.--
``(i) In general.--The board of governors, in accordance
with procedures provided in the bylaws, shall recommend to
the President an individual to serve as chairman of the board
of governors. If such recommendation is approved by the
President, the President shall appoint such individual to
serve as chairman of the board of governors.
``(ii) Vacancies.--Vacancies in the office of the chairman,
including vacancies resulting from the resignation, death, or
removal by the President of the chairman, shall be filled in
the same manner described in clause (i).
``(iii) Duties.--The chairman shall be a member of the
board of governors and, when present, shall preside at
meetings of the board of governors and shall have such other
duties and responsibilities as may be provided in the bylaws
or a resolution of the board of governors.
``(B) Other members.--
``(i) In general.--Members of the board of governors other
than the chairman shall be elected at the annual meeting of
the corporation in accordance with such procedures as may be
provided in the bylaws.
``(ii) Vacancies.--Vacancies in any such elected board
position and in any newly created board position may be
filled by a vote of the remaining members of the board of
governors in accordance with such procedures as may be
provided in the bylaws.
``(b) Terms of Office.--
``(1) In general.--The term of office of each member of the
board of governors shall be 3 years, except that--
``(A) the board of governors may provide under the bylaws
that the terms of office of members of the board of governors
elected to the board of governors before March 31, 2012, may
be less than 3 years in order to implement the provisions of
subparagraphs (A) and (B) of subsection (a)(2); and
``(B) any member of the board of governors elected by the
board to fill a vacancy in a board position arising before
the expiration of its term may, as determined by the board,
serve for the remainder of that term or until the next annual
meeting of the corporation.
``(2) Staggered terms.--The terms of office of members of
the board of governors (other than the chairman) shall be
staggered such that, by March 31, 2012, and thereafter, \1/3\
of the entire board (or as near to \1/3\ as practicable)
shall be elected at each successive annual meeting of the
corporation with the term of office of each member of the
board of governors elected at an annual meeting expiring at
the third annual meeting following the annual meeting at
which such member was elected.
``(3) Term limits.--No person may serve as a member of the
board of governors for more than such number of terms of
office or years as may be provided in the bylaws.
``(c) Committees and Officers.--The board--
``(1) may appoint, from its own members, an executive
committee to exercise such powers of the board when the board
is not in session as may be provided in the bylaws;
``(2) may appoint such other committees or advisory
councils with such powers as may be provided in the bylaws or
a resolution of the board of governors;
``(3) shall appoint such officers of the corporation,
including a chief executive officer, with such duties,
responsibilities, and terms of office as may be provided in
the bylaws or a resolution of the board of governors; and
``(4) may remove members of the board of governors (other
than the chairman), officers, and employees under such
procedures as may be provided in the bylaws or a resolution
of the board of governors.
``(d) Advisory Council.--
``(1) Establishment.--There shall be an advisory council to
the board of governors.
``(2) Membership; appointment by president.--
``(A) In general.--The advisory council shall be composed
of no fewer than 8 and no more than 10 members, each of whom
shall be appointed by the President from principal officers
of the executive departments and senior officers of the Armed
Forces whose positions and interests qualify them to
contribute to carrying out the programs and purposes of the
corporation.
``(B) Members from the armed forces.--At least 1, but not
more than 3, of the members of the advisory council shall be
selected from the Armed Forces.
``(3) Duties.--The advisory council shall advise, report
directly to, and meet, at least 1 time per year with the
board of governors, and shall have such name, functions and
be subject to such procedures as may be provided in the
bylaws.
``(e) Action Without Meeting.--Any action required or
permitted to be taken at any meeting of the board of
governors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case
may be, consent thereto in writing, or by electronic
transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of
proceedings of the board or committee. Such filing shall be
in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in
electronic form.
[[Page S3231]]
``(f) Voting by Proxy.--
``(1) In general.--Voting by proxy is not allowed at any
meeting of the board, at the annual meeting, or at any
meeting of a chapter.
``(2) Exception.--The board may allow the election of
governors by proxy during any emergency.
``(g) Bylaws.--
``(1) In general.--The board of governors may--
``(A) at any time adopt bylaws; and
``(B) at any time adopt bylaws to be effective only in an
emergency.
``(2) Emergency bylaws.--Any bylaws adopted pursuant to
paragraph (1)(B) may provide special procedures necessary for
managing the corporation during the emergency. All provisions
of the regular bylaws consistent with the emergency bylaws
remain effective during the emergency.
``(h) Definitions.--For purposes of this section--
``(1) the term `entire board' means the total number of
members of the board of governors that the corporation would
have if there were no vacancies; and
``(2) the term `emergency' shall have such meaning as may
be provided in the bylaws.''.
SEC. 7. POWERS.
Paragraph (a)(1) of section 300105 of title 36, United
States Code, is amended by striking ``bylaws'' and inserting
``policies''.
SEC. 8. ANNUAL MEETING.
Section 300107 of title 36, United States Code, is amended
to read as follows:
``Sec. 300107. Annual meeting
``(a) In General.--The annual meeting of the corporation is
the annual meeting of delegates of the chapters.
``(b) Time of Meeting.--The annual meeting shall be held as
determined by the board of governors.
``(c) Place of Meeting.--The board of governors is
authorized to determine that the annual meeting shall not be
held at any place, but may instead be held solely by means of
remote communication subject to such procedures as are
provided in the bylaws.
``(d) Voting.--
``(1) In general.--In matters requiring a vote at the
annual meeting, each chapter is entitled to at least 1 vote,
and voting on all matters may be conducted by mail,
telephone, telegram, cablegram, electronic mail, or any other
means of electronic or telephone transmission, provided that
the person voting shall state, or submit information from
which it can be determined, that the method of voting chosen
was authorized by such person.
``(2) Establishment of number of votes.--
``(A) In general.--The board of governors shall determine
on an equitable basis the number of votes that each chapter
is entitled to cast, taking into consideration the size of
the membership of the chapters, the populations served by the
chapters, and such other factors as may be determined by the
board.
``(B) Periodic review.--The board of governors shall review
the allocation of votes at least every 5 years.''.
SEC. 9. ENDOWMENT FUND.
Section 300109 of title 36, United States Code is amended--
(1) by striking ``nine'' from the first sentence thereof;
and
(2) by striking the second sentence and inserting the
following: ``The corporation shall prescribe policies and
regulations on terms and tenure of office, accountability,
and expenses of the board of trustees.''.
SEC. 10. ANNUAL REPORT AND AUDIT.
Subsection (a) of section 300110 of title 36, United States
Code, is amended to read as follows:
``(a) Submission of Report.--As soon as practicable after
the end of the corporation's fiscal year, which may be
changed from time to time by the board of governors, the
corporation shall submit a report to the Secretary of Defense
on the activities of the corporation during such fiscal year,
including a complete, itemized report of all receipts and
expenditures.''.
SEC. 11. COMPTROLLER GENERAL OF THE UNITED STATES AND OFFICE
OF THE OMBUDSMAN.
(a) In General.--Chapter 3001 of title 36, United States
Code, is amended by redesignating section 300111 as section
300113 and by inserting after section 300110 the following
new sections:
``Sec. 300111. Authority of the Comptroller General of the
United States
``The Comptroller General of the United States is
authorized to review the corporation's involvement in any
Federal program or activity the Government carries out under
law.
``Sec. 300112. Office of the Ombudsman
``(a) Establishment.--The corporation shall establish an
Office of the Ombudsman with such duties and responsibilities
as may be provided in the bylaws or a resolution of the board
of governors.
[``(b) Report.--The Office of the Ombudsman shall submit a
report annually to Congress concerning any trends and
systemic matters that the Office of the Ombudsman has
identified as confronting the corporation.''.]
``(b) Report.--
``(1) In general.--The Office of the Ombudsman shall submit
annually to the appropriate Congressional committees a report
concerning any trends and systemic matters that the Office of
the Ombudsman has identified as confronting the corporation.
``(2) Appropriate congressional committees.--For purposes
of paragraph (1), the appropriate Congressional committees
are the following committees of Congress:
``(A) Senate committees.--The appropriate Congressional
committees of the Senate are--
``(i) the Committee on Finance;
``(ii) the Committee on Foreign Relations;
``(iii) the Committee on Health, Education, Labor, and
Pensions;
``(iv) the Committee on Homeland Security and Governmental
Affairs; and
``(v) the Committee on the Judiciary.
``(B) House committees.--The appropriate Congressional
committees of the House of Representatives are--
``(i) the Committee on Energy and Commerce;
``(ii) the Committee on Foreign Affairs;
``(iii) the Committee on Homeland Security;
``(iv) the Committee on the Judiciary; and
``(v) the Committee on Ways and Means.''.
(b) Clerical Amendment.--The table of sections for chapter
3001 of title 36, United States Code, is amended by striking
the item relating to section 300111 and inserting the
following:
``300111. Authority of the Comptroller General of the United States.
``300112. Office of the Ombudsman.
``300113. Reservation of right to amend or repeal.''.
Mr. LEAHY. Mr. President, I am pleased the Judiciary Committee
approved and the Senate is considering S. 655, the American National
Red Cross Governance Modernization Act of 2007. I thank my colleagues,
Senator Grassley and Senator Kennedy, for their hard work on this issue
and for introducing this important bill.
Since its founding by Clara Barton in 1881, the American Red Cross
has provided crucial relief services to those affected by famine,
floods, and natural and manmade disasters. Last year alone, the
American Red Cross responded to approximately 75,000 disasters with the
help of more than 1 million volunteers and 35,000 employees. As a key
participant in the U.S. disaster relief plan, the American Red Cross is
charged with helping the United States prevent, prepare and respond to
national emergencies. Over the past several years, however, the
American Red Cross has been strained by disasters of an unparalleled
scope: the terrorist attacks of September 11, 2001, the December 2004
Asian tsunami, and the 2005 hurricane season that included the
enormously destructive Hurricanes Katrina, Rita, and Wilma. These
events all challenged the Red Cross's ability to respond to disasters
quickly and effectively.
In order to improve its disaster relief services, the American Red
Cross's Board of Governors unanimously voted to accept recommendations
given by an independent advisory board, which examined the American Red
Cross's governance structure and practices. S. 655 reflects these
recommendations and would improve the American Red Cross's governance
structure by centralizing and reorganizing its infrastructure. Some
notable enhancements include reducing its board size from 50 members to
20 in order to facilitate emergency action, giving the board all the
powers in governing and managing the American Red Cross, and
establishing a Presidential Advisory Council composed of 8 to 10
principal officers of the executive departments and senior officers of
the Armed Forces to provide governmental input and support.
Additionally, the modernized charter would enhance congressional
oversight and transparency by creating an ombudsman who would provide
an annual report to Congress articulating any concerns of volunteers,
employees, donors, clients and the public.
According to the American Red Cross's end of the year report,
Hurricane Katrina created a record of 1.4 million families, or around 4
million people, who needed emergency assistance such as food, clothing,
and other necessities. My wife Marcelle was one of hundreds of
thousands of volunteers dedicated to providing these essential relief
services to victims of Katrina. No one knows when the next disaster
will strike. Congress must do everything in our power to ensure that
the American Red Cross can continue and improve upon the essential
humanitarian work on which the United States and the world relies. I
commend the Red Cross for taking important action to reform itself, and
I urge my colleagues to support this important legislation.
Mr. REID. Mr. President, I ask unanimous consent that the committee
amendment be agreed to, the bill, as amended, be read a third time and
passed, the motion to reconsider be
[[Page S3232]]
laid upon the table, with no intervening action or debate, and that any
statements relating to the bill be printed in the Record.
The PRESIDING OFFICER. Without objection, it is so ordered.
The committee amendment was agreed to.
The bill (S. 655), as amended, was ordered to be engrossed for a
third reading, was read the third time, and passed, as follows:
S. 655
Be it enacted by the Senate and House of Representatives of
the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``The American National Red
Cross Governance Modernization Act of 2007''.
SEC. 2. FINDINGS; SENSE OF CONGRESS.
(a) Findings.--Congress makes the following findings:
(1) Substantive changes to the Congressional Charter of The
American National Red Cross have not been made since 1947.
(2) In February 2006, the board of governors of The
American National Red Cross (the ``Board of Governors'')
commissioned an independent review and analysis of the Board
of Governors' role, composition, size, relationship with
management, governance relationship with chartered units of
The American National Red Cross, and whistleblower and audit
functions.
(3) In an October 2006 report of the Board of Governors,
entitled ``American Red Cross Governance for the 21st
Century'' (the ``Governance Report''), the Board of Governors
recommended changes to the Congressional Charter, bylaws, and
other governing documents of The American National Red Cross
to modernize and enhance the effectiveness of the Board of
Governors and governance structure of The American National
Red Cross.
(4) It is in the national interest to create a more
efficient governance structure of The American National Red
Cross and to enhance the Board of Governors' ability to
support the critical mission of The American National Red
Cross in the 21st century.
(5) It is in the national interest to clarify the role of
the Board of Governors as a governance and strategic
oversight board and for The American National Red Cross to
amend its bylaws, consistent with the recommendations
described in the Governance Report, to clarify the role of
the Board of Governors and to outline the areas of its
responsibility, including--
(A) reviewing and approving the mission statement for The
American National Red Cross;
(B) approving and overseeing the corporation's strategic
plan and maintaining strategic oversight of operational
matters;
(C) selecting, evaluating, and determining the level of
compensation of the corporation's chief executive officer;
(D) evaluating the performance and establishing the
compensation of the senior leadership team and providing for
management succession;
(E) overseeing the financial reporting and audit process,
internal controls, and legal compliance;
(F) holding management accountable for performance;
(G) providing oversight of the financial stability of the
corporation;
(H) ensuring the inclusiveness and diversity of the
corporation;
(I) providing oversight of the protection of the brand of
the corporation; and
(J) assisting with fundraising on behalf of the
corporation.
(6)(A) The selection of members of the Board of Governors
is a critical component of effective governance for The
American National Red Cross, and, as such, it is in the
national interest that The American National Red Cross amend
its bylaws to provide a method of selection consistent with
that described in the Governance Report.
(B) The new method of selection should replace the current
process by which--
(i) 30 chartered unit-elected members of the Board of
Governors are selected by a non-Board committee which
includes 2 members of the Board of Governors and other
individuals elected by the chartered units themselves;
(ii) 12 at-large members of the Board of Governors are
nominated by a Board committee and elected by the Board of
Governors; and
(iii) 8 members of the Board of Governors are appointed by
the President of the United States.
(C) The new method of selection described in the Governance
Report reflects the single category of members of the Board
of Governors that will result from the implementation of this
Act:
(i) All Board members (except for the chairman of the Board
of Governors) would be nominated by a single committee of the
Board of Governors taking into account the criteria outlined
in the Governance Report to assure the expertise, skills, and
experience of a governing board.
(ii) The nominated members would be considered for approval
by the full Board of Governors and then submitted to The
American National Red Cross annual meeting of delegates for
election, in keeping with the standard corporate practice
whereby shareholders of a corporation elect members of a
board of directors at its annual meeting.
(7) The United States Supreme Court held The American
National Red Cross to be an instrumentality of the United
States, and it is in the national interest that the
Congressional Charter confirm that status and that any
changes to the Congressional Charter do not affect the rights
and obligations of The American National Red Cross to carry
out its purposes.
(8) Given the role of The American National Red Cross in
carrying out its services, programs, and activities, and
meeting its various obligations, the effectiveness of The
American National Red Cross will be promoted by the creation
of an organizational ombudsman who--
(A) will be a neutral or impartial dispute resolution
practitioner whose major function will be to provide
confidential and informal assistance to the many internal and
external stakeholders of The American National Red Cross;
(B) will report to the chief executive officer and the
audit committee of the Board of Governors; and
(C) will have access to anyone and any documents in The
American National Red Cross.
(b) Sense of Congress.--It is the sense of Congress that--
(1) charitable organizations are an indispensable part of
American society, but these organizations can only fulfill
their important roles by maintaining the trust of the
American public;
(2) trust is fostered by effective governance and
transparency, which are the principal goals of the
recommendations of the Board of Governors in the Governance
Report and this Act;
(3) Federal and State action play an important role in
ensuring effective governance and transparency by setting
standards, rooting out violations, and informing the public;
and
(4) while The American National Red Cross is and will
remain a Federally chartered instrumentality of the United
States, and it has the rights and obligations consistent with
that status, The American National Red Cross nevertheless
should maintain appropriate communications with State
regulators of charitable organizations and should cooperate
with them as appropriate in specific matters as they arise
from time to time.
SEC. 3. ORGANIZATION.
Section 300101 of title 36, United States Code, is
amended--
(1) in subsection (a), by inserting ``a Federally chartered
instrumentality of the United States and'' before ``a body
corporate and politic''; and
(2) in subsection (b), by inserting at the end the
following new sentence: ``The corporation may conduct its
business and affairs, and otherwise hold itself out, as the
`American Red Cross' in any jurisdiction.''.
SEC. 4. PURPOSES.
Section 300102 of title 36, United States Code, is
amended--
(1) by striking ``and'' at the end of paragraph (3);
(2) by striking the period at the end of paragraph (4) and
inserting ``; and''; and
(3) by adding at the end the following paragraph:
``(5) to conduct other activities consistent with the
foregoing purposes.''.
SEC. 5. MEMBERSHIP AND CHAPTERS.
Section 300103 of title 36, United States Code, is
amended--
(1) in subsection (a), by inserting ``, or as otherwise
provided,'' before ``in the bylaws'';
(2) in subsection (b)(1)--
(A) by striking ``board of governors'' and inserting
``corporation''; and
(B) by inserting ``policies and'' before ``regulations
related''; and
(3) in subsection (b)(2)--
(A) by inserting ``policies and'' before ``regulations
shall require''; and
(B) by striking ``national convention'' and inserting
``annual meeting''.
SEC. 6. BOARD OF GOVERNORS.
Section 300104 of title 36, United States Code, is amended
to read as follows:
``Sec. 300104. Board of governors
``(a) Board of Governors.--
``(1) In general.--The board of governors is the governing
body of the corporation with all powers of governing and
directing, and of overseeing the management of the business
and affairs of, the corporation.
``(2) Number.--The board of governors shall fix by
resolution, from time to time, the number of members
constituting the entire board of governors, provided that--
``(A) as of March 31, 2009, and thereafter, there shall be
no fewer than 12 and no more than 25 members; and
``(B) as of March 31, 2012, and thereafter, there shall be
no fewer than 12 and no more than 20 members constituting the
entire board.
Procedures to implement the preceding sentence shall be
provided in the bylaws.
``(3) Appointment.--The governors shall be appointed or
elected in the following manner:
``(A) Chairman.--
``(i) In general.--The board of governors, in accordance
with procedures provided in the bylaws, shall recommend to
the President an individual to serve as chairman of the board
of governors. If such recommendation is approved by the
President, the President shall appoint such individual to
serve as chairman of the board of governors.
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``(ii) Vacancies.--Vacancies in the office of the chairman,
including vacancies resulting from the resignation, death, or
removal by the President of the chairman, shall be filled in
the same manner described in clause (i).
``(iii) Duties.--The chairman shall be a member of the
board of governors and, when present, shall preside at
meetings of the board of governors and shall have such other
duties and responsibilities as may be provided in the bylaws
or a resolution of the board of governors.
``(B) Other members.--
``(i) In general.--Members of the board of governors other
than the chairman shall be elected at the annual meeting of
the corporation in accordance with such procedures as may be
provided in the bylaws.
``(ii) Vacancies.--Vacancies in any such elected board
position and in any newly created board position may be
filled by a vote of the remaining members of the board of
governors in accordance with such procedures as may be
provided in the bylaws.
``(b) Terms of Office.--
``(1) In general.--The term of office of each member of the
board of governors shall be 3 years, except that--
``(A) the board of governors may provide under the bylaws
that the terms of office of members of the board of governors
elected to the board of governors before March 31, 2012, may
be less than 3 years in order to implement the provisions of
subparagraphs (A) and (B) of subsection (a)(2); and
``(B) any member of the board of governors elected by the
board to fill a vacancy in a board position arising before
the expiration of its term may, as determined by the board,
serve for the remainder of that term or until the next annual
meeting of the corporation.
``(2) Staggered terms.--The terms of office of members of
the board of governors (other than the chairman) shall be
staggered such that, by March 31, 2012, and thereafter, \1/3\
of the entire board (or as near to \1/3\ as practicable)
shall be elected at each successive annual meeting of the
corporation with the term of office of each member of the
board of governors elected at an annual meeting expiring at
the third annual meeting following the annual meeting at
which such member was elected.
``(3) Term limits.--No person may serve as a member of the
board of governors for more than such number of terms of
office or years as may be provided in the bylaws.
``(c) Committees and Officers.--The board--
``(1) may appoint, from its own members, an executive
committee to exercise such powers of the board when the board
is not in session as may be provided in the bylaws;
``(2) may appoint such other committees or advisory
councils with such powers as may be provided in the bylaws or
a resolution of the board of governors;
``(3) shall appoint such officers of the corporation,
including a chief executive officer, with such duties,
responsibilities, and terms of office as may be provided in
the bylaws or a resolution of the board of governors; and
``(4) may remove members of the board of governors (other
than the chairman), officers, and employees under such
procedures as may be provided in the bylaws or a resolution
of the board of governors.
``(d) Advisory Council.--
``(1) Establishment.--There shall be an advisory council to
the board of governors.
``(2) Membership; appointment by president.--
``(A) In general.--The advisory council shall be composed
of no fewer than 8 and no more than 10 members, each of whom
shall be appointed by the President from principal officers
of the executive departments and senior officers of the Armed
Forces whose positions and interests qualify them to
contribute to carrying out the programs and purposes of the
corporation.
``(B) Members from the armed forces.--At least 1, but not
more than 3, of the members of the advisory council shall be
selected from the Armed Forces.
``(3) Duties.--The advisory council shall advise, report
directly to, and meet, at least 1 time per year with the
board of governors, and shall have such name, functions and
be subject to such procedures as may be provided in the
bylaws.
``(e) Action Without Meeting.--Any action required or
permitted to be taken at any meeting of the board of
governors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case
may be, consent thereto in writing, or by electronic
transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of
proceedings of the board or committee. Such filing shall be
in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in
electronic form.
``(f) Voting by Proxy.--
``(1) In general.--Voting by proxy is not allowed at any
meeting of the board, at the annual meeting, or at any
meeting of a chapter.
``(2) Exception.--The board may allow the election of
governors by proxy during any emergency.
``(g) Bylaws.--
``(1) In general.--The board of governors may--
``(A) at any time adopt bylaws; and
``(B) at any time adopt bylaws to be effective only in an
emergency.
``(2) Emergency bylaws.--Any bylaws adopted pursuant to
paragraph (1)(B) may provide special procedures necessary for
managing the corporation during the emergency. All provisions
of the regular bylaws consistent with the emergency bylaws
remain effective during the emergency.
``(h) Definitions.--For purposes of this section--
``(1) the term `entire board' means the total number of
members of the board of governors that the corporation would
have if there were no vacancies; and
``(2) the term `emergency' shall have such meaning as may
be provided in the bylaws.''.
SEC. 7. POWERS.
Paragraph (a)(1) of section 300105 of title 36, United
States Code, is amended by striking ``bylaws'' and inserting
``policies''.
SEC. 8. ANNUAL MEETING.
Section 300107 of title 36, United States Code, is amended
to read as follows:
``Sec. 300107. Annual meeting
``(a) In General.--The annual meeting of the corporation is
the annual meeting of delegates of the chapters.
``(b) Time of Meeting.--The annual meeting shall be held as
determined by the board of governors.
``(c) Place of Meeting.--The board of governors is
authorized to determine that the annual meeting shall not be
held at any place, but may instead be held solely by means of
remote communication subject to such procedures as are
provided in the bylaws.
``(d) Voting.--
``(1) In general.--In matters requiring a vote at the
annual meeting, each chapter is entitled to at least 1 vote,
and voting on all matters may be conducted by mail,
telephone, telegram, cablegram, electronic mail, or any other
means of electronic or telephone transmission, provided that
the person voting shall state, or submit information from
which it can be determined, that the method of voting chosen
was authorized by such person.
``(2) Establishment of number of votes.--
``(A) In general.--The board of governors shall determine
on an equitable basis the number of votes that each chapter
is entitled to cast, taking into consideration the size of
the membership of the chapters, the populations served by the
chapters, and such other factors as may be determined by the
board.
``(B) Periodic review.--The board of governors shall review
the allocation of votes at least every 5 years.''.
SEC. 9. ENDOWMENT FUND.
Section 300109 of title 36, United States Code is amended--
(1) by striking ``nine'' from the first sentence thereof;
and
(2) by striking the second sentence and inserting the
following: ``The corporation shall prescribe policies and
regulations on terms and tenure of office, accountability,
and expenses of the board of trustees.''.
SEC. 10. ANNUAL REPORT AND AUDIT.
Subsection (a) of section 300110 of title 36, United States
Code, is amended to read as follows:
``(a) Submission of Report.--As soon as practicable after
the end of the corporation's fiscal year, which may be
changed from time to time by the board of governors, the
corporation shall submit a report to the Secretary of Defense
on the activities of the corporation during such fiscal year,
including a complete, itemized report of all receipts and
expenditures.''.
SEC. 11. COMPTROLLER GENERAL OF THE UNITED STATES AND OFFICE
OF THE OMBUDSMAN.
(a) In General.--Chapter 3001 of title 36, United States
Code, is amended by redesignating section 300111 as section
300113 and by inserting after section 300110 the following
new sections:
``Sec. 300111. Authority of the Comptroller General of the
United States
``The Comptroller General of the United States is
authorized to review the corporation's involvement in any
Federal program or activity the Government carries out under
law.
``Sec. 300112. Office of the Ombudsman
``(a) Establishment.--The corporation shall establish an
Office of the Ombudsman with such duties and responsibilities
as may be provided in the bylaws or a resolution of the board
of governors.''
``(b) Report.--
``(1) In general.--The Office of the Ombudsman shall submit
annually to the appropriate Congressional committees a report
concerning any trends and systemic matters that the Office of
the Ombudsman has identified as confronting the corporation.
``(2) Appropriate congressional committees.--For purposes
of paragraph (1), the appropriate Congressional committees
are the following committees of Congress:
``(A) Senate committees.--The appropriate Congressional
committees of the Senate are--
``(i) the Committee on Finance;
``(ii) the Committee on Foreign Relations;
``(iii) the Committee on Health, Education, Labor, and
Pensions;
``(iv) the Committee on Homeland Security and Governmental
Affairs; and
``(v) the Committee on the Judiciary.
``(B) House committees.--The appropriate Congressional
committees of the House of Representatives are--
``(i) the Committee on Energy and Commerce;
``(ii) the Committee on Foreign Affairs;
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``(iii) the Committee on Homeland Security;
``(iv) the Committee on the Judiciary; and
``(v) the Committee on Ways and Means.''.
(b) Clerical Amendment.--The table of sections for chapter
3001 of title 36, United States Code, is amended by striking
the item relating to section 300111 and inserting the
following:
``300111. Authority of the Comptroller General of the United States.
``300112. Office of the Ombudsman.
``300113. Reservation of right to amend or repeal.''.
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