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42 U.S. Code § 19281. Foundation for Energy Security and Innovation
(a) DefinitionsIn this section:
(1) Board
The term “Board” means the Board of Directors described in subsection (b)(2)(A).
(2) Department
The term “Department” means the Department of Energy.
(3) Executive Director
The term “Executive Director” means the Executive Director described in subsection (b)(5)(A).
(4) Foundation
The term “Foundation” means the Foundation for Energy Security and Innovation established under subsection (b)(1).
(5) Historically Black college or university
The term “historically Black college or university” has the meaning given the term “part B institution” in section 1061 of title 20.
(6) Individual Laboratory-Associated Foundation
The term “Individual Laboratory-Associated Foundation” means a Laboratory Foundation established by an operating contractor of a National Laboratory.
(7) Minority-serving institution
The term “minority serving institution” means a Hispanic-serving institution as defined in section 1101a of title 20, an Alaska Native-serving institution and a Native Hawaiian-serving institution as defined in section in [1] 1059d of title 20, or a Predominantly Black Institution, Asian American and Native American Pacific Islander-serving institution, or a Native American-serving nontribal institution as defined in section 1067q of title 20.
(8) National Laboratory
The term “National Laboratory” has the meaning given the term in section 15801 of this title.
(9) Secretary
The term “Secretary” means the Secretary of Energy.
(10) Tribal College or University
The term “Tribal College or University” has the meaning given in section 1059c of title 20.
(b) Foundation for Energy Security and Innovation
(1) Establishment
(A) In general
Not later than 180 days after August 9, 2022, the Secretary shall establish a nonprofit corporation to be known as the “Foundation for Energy Security and Innovation”.
(B) MissionThe mission of the Foundation shall be—
(i)
to support the mission of the Department; and
(ii)
to advance collaboration with energy researchers, institutions of higher education, industry, and nonprofit and philanthropic organizations to accelerate the commercialization of energy technologies.
(C) Limitation
The Foundation shall not be an agency or instrumentality of the Federal Government.
(D) Tax-exempt status
The Board shall take all necessary and appropriate steps to ensure that the Foundation is an organization that is described in section 501(c) of title 26 and exempt from taxation under section 501(a) of title 26.
(E) Collaboration with existing organizations
The Secretary may collaborate with 1 or more organizations to establish the Foundation and carry out the activities of the Foundation.
(2) Board of Directors
(A) Establishment
The Foundation shall be governed by a Board of Directors.
(B) Composition
(i) In general
The Board shall be composed of the ex officio nonvoting members described in clause (ii) and the appointed voting members described in clause (iii).
(ii) Ex officio membersThe ex officio members of the Board shall be the following individuals or designees of those individuals:
(I)
The Secretary.
(II)
The Under Secretary for Science.
(III)
The Under Secretary for Nuclear Security.
(IV)
The Chief Commercialization Officer.
(iii) Appointed members
(I) Initial membersThe Secretary and the other ex officio members of the Board shall—
(aa)
seek to enter into an agreement with the National Academies of Sciences, Engineering, and Medicine to develop a list of individuals to serve as members of the Board who are well-qualified and will meet the requirements of subclauses (II) and (III); and
(bb)
appoint the initial members of the Board from that list, if applicable, in consultation with the National Academies of Sciences, Engineering, and Medicine.
(II) Representation
The appointed members of the Board shall reflect a broad cross-section of stakeholders from academia, National Laboratories, industry, nonprofit organizations, State or local governments, the investment community, and the philanthropic community.
(III) ExperienceThe Secretary shall ensure that a majority of the appointed members of the Board—
(aa)
(AA)
has experience in the energy sector;
(BB)
has research experience in the energy field; or
(CC)
has experience in technology commercialization or foundation operations; and
(bb)
to the extent practicable, represents diverse regions, sectors, and communities.
(C) Chair and Vice Chair
(i) In generalThe Board shall designate from among the members of the Board—
(I)
an individual to serve as Chair of the Board; and
(II)
an individual to serve as Vice Chair of the Board.
(ii) TermsThe term of service of the Chair and Vice Chair of the Board shall end on the earlier of—
(I)
the date that is 3 years after the date on which the Chair or Vice Chair of the Board, as applicable, is designated for the position; and
(II)
the last day of the term of service of the member, as determined under subparagraph (D)(i), who is designated to be Chair or Vice Chair of the Board, as applicable.
(iii) RepresentationThe Chair and Vice Chair of the Board—
(I)
shall not be representatives of the same area of subject matter expertise, or entity, as applicable, under subparagraph (B)(iii)(II); and
(II)
shall not be representatives of any area of subject matter expertise, or entity, as applicable, represented by the immediately preceding Chair and Vice Chair of the Board.
(D) Terms and vacancies
(i) Terms
(I) In general
The term of service of each appointed member of the Board shall be not more than 5 years.
(II) Initial appointed members
Of the initial members of the Board appointed under subparagraph (B)(iii)(I), half of the members shall serve for 4 years and half of the members shall serve for 5 years, as determined by the Chair of the Board.
(ii) VacanciesAny vacancy in the membership of the appointed members of the Board—
(I)
shall be filled in accordance with the bylaws of the Foundation by an individual capable of representing the same area or entity, as applicable, as represented by the vacating board member under subparagraph (B)(iii)(II);
(II)
shall not affect the power of the remaining appointed members to execute the duties of the Board; and
(III)
shall be filled by an individual selected by the Board.
(E) Meetings; quorum
(i) Initial meeting
Not later than 60 days after the Board is established, the Secretary shall convene a meeting of the ex officio and appointed members of the Board to incorporate the Foundation.
(ii) Quorum
A majority of the appointed members of the Board shall constitute a quorum for purposes of conducting the business of the Board.
(F) DutiesThe Board shall—
(i)
establish bylaws for the Foundation in accordance with subparagraph (G);
(ii)
provide overall direction for the activities of the Foundation and establish priority activities;
(iii)
carry out any other necessary activities of the Foundation;
(iv)
evaluate the performance of the Executive Director; and
(v)
actively solicit and accept funds, gifts, grants, devises, or bequests of real or personal property to the Foundation, including from private entities.
(G) Bylaws
(i) In generalThe bylaws established under subparagraph (F)(i) may include—
(I)
policies for the selection of Board members, officers, employees, agents, and contractors of the Foundation;
(II) policies, including ethical standards, for—
(aa)
the acceptance, solicitation, and disposition of donations and grants to the Foundation, including appropriate limits on the ability of donors to designate, by stipulation or restriction, the use or recipient of donated funds; and
(bb)
the disposition of assets of the Foundation;
(III)
policies that subject all employees, fellows, trainees, and other agents of the Foundation (including ex officio and appointed members of the Board) to conflict of interest standards; and
(IV)
the specific duties of the Executive Director.
(ii) RequirementsThe Board shall ensure that the bylaws of the Foundation and the activities carried out under those bylaws shall not—
(I)
reflect unfavorably on the ability of the Foundation to carry out activities in a fair and objective manner; or
(II)
compromise, or appear to compromise, the integrity of any governmental agency or program, or any officer or employee employed by, or involved in, a governmental agency or program.
(H) Compensation
(i) In general
No member of the Board shall receive compensation for serving on the Board.
(ii) Certain expenses
In accordance with the bylaws of the Foundation, members of the Board may be reimbursed for travel expenses, including per diem in lieu of subsistence, and other necessary expenses incurred in carrying out the duties of the Board.
(I) Restriction on membership
No employee of the Department shall be appointed as a member of the Board of Directors.