((a)) ** Establishment and membership**

((1)) ** In general** The Foundation shall have a governing Board of Directors (referred to in this chapter as the “Board”), which shall consist of 30 Directors appointed in accordance with subsection (b), each of whom shall be a United States citizen.

((2)) ** Representation of diverse points of view** To the maximum extent practicable, the membership of the Board shall represent diverse points of view relating to conservation and management of fish, wildlife, plants, and other natural resources.

((3)) ** Not Federal employees** Appointment as a Director of the Foundation shall not constitute employment by, or the holding of an office of, the United States for the purpose of any Federal law.

((b)) ** Appointment and terms**

((1)) ** Agency heads** The Director of the United States Fish and Wildlife Service and the Under Secretary of Commerce for Oceans and Atmosphere shall be Directors of the Foundation.

((2)) ** Appointment of Directors** After consulting with the Secretary of Commerce and considering the recommendations submitted by the Board, the Secretary of the Interior shall appoint 28 Directors who, to the maximum extent practicable, shall—

((A)) be knowledgeable and experienced in matters relating to the conservation of fish, wildlife, or other natural resources; and

((B)) represent a balance of expertise in ocean, coastal, freshwater, and terrestrial resource conservation.

((3)) ** Terms** Each Director (other than a Director described in paragraph (1)) shall be appointed for a term of 6 years.

((4)) ** Vacancies**

((A)) ** In general** The Secretary of the Interior shall fill a vacancy on the Board.

((B)) ** Term of appointments to fill unexpired terms** An individual appointed to fill a vacancy that occurs before the expiration of the term of a Director shall be appointed for the remainder of the term.

((5)) ** Reappointment** An individual (other than an individual described in paragraph (1)) shall not serve more than 2 consecutive terms as a Director, excluding any term of less than 6 years.

((6)) ** Request for removal** The executive committee of the Board may submit to the Secretary of the Interior a letter describing the nonperformance of a Director and requesting the removal of the Director from the Board.

((7)) ** Consultation before removal** Before removing any Director from the Board, the Secretary of the Interior shall consult with the Secretary of Commerce.

((c)) ** Chairman** The Chairman shall be elected by the Board from its members for a two-year term.

((d)) ** Quorum** A majority of the current membership of the Board shall constitute a quorum for the transaction of business.

((e)) ** Meetings** The Board shall meet at the call of the Chairman at least once a year. If a Director misses three consecutive regularly scheduled meetings, that individual may be removed from the Board and that vacancy filled in accordance with subsection (b).

((f)) ** Reimbursement of expenses** Members of the Board shall serve without pay, but may be reimbursed for the actual and necessary traveling and subsistence expenses incurred by them in the performance of the duties of the Foundation.

((g)) ** General powers**

((1)) The Board may complete the organization of the Foundation by—

((A)) appointing officers and employees;

((B)) adopting a constitution and bylaws consistent with the purposes of the Foundation and the provisions of this chapter; and

((C)) undertaking of other such acts as may be necessary to carry out the provisions of this chapter.

((2)) The following limitations apply with respect to the appointment of officers and employees of the Foundation:

((A)) ** In general** Officers and employees of the Foundation shall be appointed without regard to the provisions of title 5 governing appointments in the competitive service, and may be paid without regard to the provisions of chapter 51 and subchapter III of chapter 53 of such title relating to classification and General Schedule pay rates.

((B)) ** Executive Director** The Foundation shall have an Executive Director who shall be—

((i)) appointed by, and serve at the direction of, the Board as the chief executive officer of the Foundation; and

((ii)) knowledgeable and experienced in matters relating to fish and wildlife conservation.