The purpose of this part is to effectuate the provisions of the Government in the Sunshine Act. These procedures apply to meetings of the Board of Directors of the African Development Foundation.

It is the policy of the African Development Foundation to provide the public with the fullest practical information regarding its decision-making process, while protecting the rights of individuals and the ability of the Foundation to carry out its responsibilities.

As used in this part:

Board or Board of Directors means the collegial body that conducts the business of the African Development Foundation as specified in title V, section 507 of the International Security and Development Cooperation Act of 1980, Pub. L. 96-533 (22 U.S.C. 290 h-5).

Meeting means the deliberations of a quorum of the Directors of the Foundation required to take action on behalf of the Foundation where such deliberations determine or result in the joint conduct or disposition of official Foundation business, but does not apply to deliberations to take action to open or close a meeting. (See § 1500.5.)

Member means an individual who belongs to the ADF Board of Directors.

Public Observation means attendance at any meeting but does not include participation, or attempted participation, in such meeting in any manner.

(a) Members shall not jointly conduct or dispose of Foundation business other than in accordance with these procedures. Every portion of every meeting of the Board of Directors shall be open to public observation, subject to the exceptions provided in § 1500.5.

(b) The Secretary of the Foundation shall be responsible for assuring that ample space, sufficient visibility, and adequate acoustics are provided for public observation of meetings of the Board of Directors.

(a) The Foundation shall open every portion of every meeting of the Foundation for public observation, except where the Foundation determines that such portion or portions of its meeting or the disclosure of such information is likely to:

(1) Disclose matters that are:

(i) Specifically authorized under criteria established by an executive order to be kept secret in the interests of national defense on foreign policy, and

(ii) In fact properly classified pursuant to such executive order;

(2) Relate solely to the internal personnel rules and practice of the Foundation;

(3) Disclose matters specifically exempted from disclosure by statute, provided that such statute:

(i) Requires that the matters be withheld from the public in such manner as to leave no discretion on the issue, or

(ii) Has established practical criteria for withholding or refers to particular types of matters to be withheld;

(4) Disclose trade secrets and commercial or financial information which has been obtained from a person and is privileged or confidential;

(5) Involve accusing any person of a crime, or formally censuring any person;

(6) Disclose information of a personal nature where disclosure would constitute a clearly unwarrented invasion of personal privacy;

(7) Disclose investigatory records compiled for law enforcement purposes, or information which if written would be contained in such records, but only to the extent that the production of such records or information would:

(i) Interfere with enforcement proceedings,

(ii) Deprive a person of a right to fair trial or an impartial adjudication,

(iii) Constitute an unwarranted invasion of personal privacy,

(iv) Disclose the identity of a confidential source and, in the case of a record compiled by a criminal law enforcement authority in the course of a criminal investigation or by an agency conducting a lawful national security intelligence investigation, confidential information furnished only by the confidential source,

(v) Disclose investigative techniques and procedures, or

(vi) Endanger the life or physical safety of law enforcement personnel;

(8) Disclose information the premature disclosure of which would be likely to significantly frustrate implementation of a proposed agency action. This shall not apply in any instance where the Foundation has already disclosed to the public the content or nature of its proposed action or where the Foundation is required by law to make such disclosure on its own initiative prior to taking final Foundation action on such proposal;

(9) Specifically concern the Foundation's issuance of a subpoena; the Foundation's participation in a civil action or proceeding, or an arbitration; or an action in a foreign court or international tribunal; or the initiation, conduct, or disposition by the Foundation of a particular case of formal agency adjudication pursuant to the procedures in section 554 of title 5 of the United States Code, or otherwise involving a determination on the record after an opportunity for a hearing.

(b) Meetings of the Board of Directors shall not be closed pursuant to paragraph (a) of this section when the Foundation finds that the public interest requires that they be open.

(a) In the case of each meeting of the Board of Directors, the Foundation shall make public, at least one week before the meeting, the following information:

(1) Time of the meeting;

(2) Place of the meeting;

(3) Subject matter of the meeting;

(4) Whether the meeting or parts thereof are to be open or closed to the public; and

(5) The name and telephone number of the person designated by the Board to respond to requests for information about the meeting.

(b) The period of one week for the public announcement required by paragraph (a) of this section may be reduced if a majority of the Board of Directors of the Foundation determines by a recorded vote that the Foundation requires that such a meeting be called at an earlier date, in which case the Foundation shall make public announcement of the time, place, and subject matter of such meeting, and whether open or closed to the public, at the earliest practicable time.

(c) Immediately following the public announcement, the Foundation shall publish the announcement in the Federal Register.

(d) The earliest practicable time, as used in this subsection, means as soon as possible, which should not be later than the commencement of the meeting or portion in question.

(e) The Secretary of the Foundation shall use reasonable means to assure that the public is fully informed by the public announcements required by this section. Such public announcements may be made by posting notices in the public areas of the Foundation's headquarters and mailing notices to the persons on a list maintained for those who want to receive such announcements.

(a) Action to close a meeting or a portion thereof, pursuant to the exemptions set forth in § 1500.5, shall be taken only when:

(1) A majority of the membership of the Foundation's Board of Directors votes to take such action. That vote shall determine whether or not any portion or portions of a meeting or portions of a series of meetings may be closed to public, obervation for any of the reasons provided in § 1500.5 and whether or not the public interest nevertheless requires that portion of the meeting or meetings remain open. A single vote may be taken with respect to a series of meetings, a portion or portions of which are proposed to be closed to the public, or with respect to any information concerning such series of meetings, so long as each meeting in such series involves the same particular matters and is scheduled to be held no more than thirty days after the initial meeting in such series. The vote of each Board member participating in such vote shall be recorded, and no proxies shall be allowed.

(2) Whenever any person whose interests may be directly affected by a portion of a meeting requests that the Foundation close such portion to the public for any of the reasons referred to in § 1500.5 (a) (5), (6), or (7), the Foundation, upon request of any one of its Board members, shall take a recorded vote whether to close such portion of the meeting.

(b) Within one day of any vote taken, the Foundation shall make publicly available a written copy of such vote, reflecting the vote of each member on the question, and a full written explanation of the action to close a portion of or the entire meeting, together with a list of persons expected to attend the meeting and their affiliations.

(c) For every closed meeting, the General Counsel of the Foundation shall publicly certify prior to a Board of Directors' vote on closing the meeting that, in his or her opinion, the meeting may be closed to the public, and shall state each relevant exemptive provision. A copy of such certification, together with a statement from the presiding officer of the meeting setting forth the time and place of the meeting and the persons present, shall be retained by the Foundation.

The time or place of a Board meeting may be changed following the public announcement only if the Foundation publicly announces such change at the earliest practicable time. The subject matter of a meeting, or the determination of the Foundation to open or close a meeting, or portion of a meeting, to the public, may be changed following the public announcement only if a majority of the Board of Directors determines by a recorded vote that Foundation business so requires and that no earlier announcement of the change was possible, and the Foundation publicly announces such change and the vote of each member upon change at the earliest practicable time.

(a) The Foundation shall maintain a complete transcript or electronic recording adequate to record fully the proceedings of each meeting, or portion of a meeting, closed to the public.

(b) The Foundation, after review by the General Counsel, shall make promptly available to the public in a place easily accessible to the public the transcript or electronic recording of the discussion of any item on the agenda, or any item of the testimony of any witness received at the Board meeting, except for such item or items of discussion or testimony as the Foundation determines to contain information which may be withheld under § 1500.5. Copies of such transcript, or a transcription of such recording, disclosing the identify of each speaker, shall be furnished to any person at the actual cost of duplication or transcription. The Foundation shall maintain a complete verbatim copy of the transcript or a complete electronic recording of each meeting, or portion of a meeting, closed to the public, for a period of at least two years after such meeting, or until one year after the conclusion of any Foundation proceeding with respect to which the meeting or portion was held, whichever occurs later.