Collapse to view only § 130111. Liability for acts of officers and agents
- § 130101. Organization
- § 130102. Purposes
- § 130103. Membership
- § 130104. Governing body
- § 130105. Powers
- § 130106. Exclusive right to name, seals, emblems, and badges
- § 130107. Restrictions
- § 130108. Principal office
- § 130109. Records and inspection
- § 130110. Service of process
- § 130111. Liability for acts of officers and agents
- § 130112. Annual report
- § 130113. Distribution of assets on dissolution or final liquidation
§ 130101. Organization
(a)Federal Charter.—Ladies of the Grand Army of the Republic (in this chapter, the “corporation”) is a federally chartered corporation.
(b)Place of Incorporation and Domicile.—The corporation is declared to be 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. 1371.)
§ 130102. Purposes
The purposes of the corporation are—
(1) to perpetuate the memory of the Grand Army of the Republic and of the men who saved the Union in 1861 to 1865;
(2) to assist in every practicable way in preserving, and making available for research, documents and records pertaining to the Grand Army of the Republic and its members;
(3) to cooperate in doing honor to all those who have served our country patriotically in any way;
(4) to teach patriotism, the duties of citizenship, the true history of our country, and the love and honor of our flag;
(5) to oppose every tendency or movement that would weaken loyalty to, destroy, or impair our constitutional Union; and
(6) to inculcate and broadly sustain the American principles of representative government, equal rights, and impartial justice for all.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1371.)
§ 130103. Membership
(a)Eligibility.—
(1) Except as provided in this chapter, eligibility for membership in the corporation and the rights, privileges, and designation of classes of members are as provided in the constitution and bylaws of the corporation.
(2) Eligibility for membership is limited to female blood relatives of an individual who—
(A) served at any time during the period April 12, 1861, through April 9, 1865, as a soldier or sailor in—
(i) the United States Army, Navy, Marine Corps, or Revenue-Cutter Service; or
(ii) a State regiment that was called into active service and was subject to orders of United States general officers during that period; and
(B) was honorably discharged from, or died in, that service.
(b)Voting.—Each member has one vote on each matter submitted to a vote at a meeting of the members.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1371.)
§ 130104. Governing body
(a)National Convention.—
(1) The national convention is the supreme governing authority of the corporation.
(2) The national convention is composed of officers and elected representatives from the States and other local subdivisions of the corporation as provided in the constitution and bylaws. However, the form of government of the corporation must be representative of the membership at large and may not permit concentration of control in a limited number of members or in a self-perpetuating group not representative of the membership at large.
(3) The meetings of the national convention may be held in the District of Columbia or in any State, territory, or possession of the United States.
(b)Officers.—The titles, manner of selection, term of office, and duties of the officers are as provided in the constitution and bylaws of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1372.)
§ 130105. 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) choose officers, managers, agents, and employees as the activities of the corporation require;
(4) make contracts;
(5) acquire, own, lease, encumber, and transfer property as necessary or convenient to carry out the purposes of the corporation;
(6) borrow money, issue instruments of indebtedness, and secure its obligations by granting security interests in its property;
(7) sue and be sued; and
(8) do any other act necessary and proper to carry out the purposes of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1372.)
§ 130106. Exclusive right to name, seals, emblems, and badges
The corporation and its subordinate divisions have the exclusive right to use the name “Ladies of the Grand Army of the Republic”. The corporation has the exclusive right to use and to allow others to use seals, emblems, and badges the corporation adopts.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1372.)
§ 130107. Restrictions
(a)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.
(b)Political Activities.—The corporation or an officer or agent as such may not contribute to 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, an officer or member during the life of the corporation or on its dissolution or final liquidation. This subsection does not prevent the payment of compensation to an officer or reimbursement for actual necessary expenses in amounts approved by the council of administration of the corporation.
(d)Loans.—The corporation may not make a loan or advance to an officer or employee. Members of the council of administration who vote for or assent to making a loan or advance to an officer or employee, and officers who participate in making the loan or advance, are jointly and severally liable to the corporation for the amount of the loan or advance until it is repaid.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1372.)
§ 130108. Principal office
The principal office of the corporation shall be in the District of Columbia or another place decided by the corporation. However, the activities of the corporation are not confined to the place where the principal office is located but may be conducted throughout the States, territories, and possessions of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1373.)
§ 130109. Records and inspection
(a)Records.—The corporation shall keep—
(1) correct and complete records of account; and
(2) minutes of the proceedings of its national conventions and council of administration.
(b)Inspection.—A member, 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. 1373.)
§ 130110. Service of process
The corporation shall have a designated agent in the District of Columbia to receive service of process for the corporation. Notice to or service on the agent, or mailed to the business address of the agent, is notice to or service on the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1373.)
§ 130111. 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. 1373.)
§ 130112. Annual report
Not later than March 1 of each year, the corporation shall submit a report to Congress on the activities of the corporation during the prior fiscal year. The report may consist of a report on the proceedings of the national convention. The report may not be printed as a public document.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1373.)
§ 130113. 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 council of administration, but in compliance with the constitution and bylaws of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1373.)