Collapse to view only § 110310. Distribution of assets on dissolution or final liquidation
- § 110301. Organization
- § 110302. Purposes
- § 110303. Governing body
- § 110304. Powers
- § 110305. Restrictions
- § 110306. Principal office
- § 110307. Records and inspection
- § 110308. Service of process
- § 110309. Liability for acts of officers and agents
- § 110310. Distribution of assets on dissolution or final liquidation
§ 110301. Organization
(a)Federal Charter.—Jewish War Veterans, U.S.A., National Memorial, Incorporated (in this chapter, the “corporation”), is a federally chartered corporation.
(b)Place of Incorporation and Domicile.—The corporation is declared to be a nonprofit corporation incorporated and domiciled in the District of Columbia.
(c)Perpetual Existence.—Except as otherwise provided, the corporation has perpetual existence.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1369.)
§ 110302. Purposes
The purposes of the corporation are—
(1) to maintain and conduct a national memorial and museum dedicated to and commemorating the service and sacrifice by Americans of the Jewish faith in the Armed Forces of the United States during the period of war;
(2) to gather, collate, edit, publish, and exhibit memorabilia, information, records, military awards, decorations, citations, and similar items, to preserve the memories and records of patriotic service performed by men and women of the Jewish faith while in the Armed Forces of the United States in time of war; and
(3) to stimulate patriotism in the minds of all Americans by encouraging the study of the military and naval history of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1369.)
§ 110303. Governing body
(a)Board of Directors.—
(1) The board of directors is the governing body of the corporation. Between meetings of the corporation, the board is responsible for the general policies and program of the corporation. The board is responsible for the control of all funds of the corporation.
(2) The number of directors, their manner of selection (including the filling of vacancies), and their term of office are as provided in the constitution and bylaws of the corporation. However, the board shall have at least 36 directors.
(b)Officers.—
(1) The officers of the corporation are a president, one or more vice presidents as provided in the constitution and bylaws, a secretary, and a treasurer.
(2) The manner of election, term of office, and duties of the officers are as provided in the constitution and bylaws.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1369.)
§ 110304. Powers
The corporation may—
(1) adopt and amend a constitution and bylaws for the management of its property and the regulation of its affairs;
(2) adopt and alter a corporate seal;
(3) make contracts;
(4) acquire, own, lease, encumber, and transfer property as necessary or convenient to carry out the purposes of the corporation;
(5) borrow money, issue instruments of indebtedness, and secure its obligations by granting security interests in its property; and
(6) sue and be sued.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1369.)
§ 110305. Restrictions
(a)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.
(b)Political Activities.—The corporation or a director or officer as such may not contribute to, support, or assist a political party or candidate for public office.
(c)Distribution of Income or Assets.—The income or assets of the corporation may not inure to the benefit of, or be distributed to, a director or officer. This subsection does not prevent the payment of compensation to an officer or employee in an amount approved by the executive committee of the corporation.
(d)Loans.—The corporation may not make a loan to a director, officer, or employee. Directors who vote for or assent to making a loan to a director, officer, or employee, and officers who participate in making the loan, are jointly and severally liable to the corporation for the amount of the loan until it is repaid.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)
§ 110306. Principal office
The principal office of the corporation shall be in the District of Columbia. However, the activities of the corporation are not confined to the District of Columbia but may be conducted throughout the States, territories, and possessions of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)
§ 110307. Records and inspection
(a)Records.—The corporation shall keep—
(1) correct and complete records of account;
(2) minutes of the proceedings of its members, board of directors, and committees having any of the authority of its board of directors; and
(3) at its principal office, a record of the names and addresses of its members entitled to vote.
(b)Inspection.—A member entitled to vote, or an agent or attorney of the member, may inspect the records of the corporation for any proper purpose, at any reasonable time.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)
§ 110308. Service of process
The corporation shall have a designated agent in its headquarters in the District of Columbia to receive service of process for the corporation. Notice to or service on the agent, or mailed to the headquarters of the corporation in the District of Columbia, is notice to or service on the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)
§ 110309. Liability for acts of officers and agents
The corporation is liable for the acts of its officers and agents acting within the scope of their authority.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)
§ 110310. Distribution of assets on dissolution or final liquidation
On dissolution or final liquidation of the corporation, any assets remaining after the discharge of all liabilities shall be distributed as provided by the board of directors, but in compliance with the constitution and bylaws of the corporation. This section does not allow assets to be distributed to an officer or employee or to inure to the benefit of a private person.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1370.)