“(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 whistle blower 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) ensuring the chapters of the corporation are geographically and regionally diverse;
“(J) providing oversight of the protection of the brand of the corporation; and
“(K) 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 [see Short Title of 2007 Amendment note set out under section 101 of this title]:“(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.
“(span)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;
“(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; and
“(5) 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 and collaborations with local, community, and faith-based non-profit organizations, including those organizations that work within minority communities.”
