Collapse to view only § 150712. Liability for acts of officers and agents
- § 150701. Organization
- § 150702. Purposes
- § 150703. Membership
- § 150704. National officers
- § 150705. Board of directors
- § 150706. Powers
- § 150707. Exclusive right to name, seals, emblems, and badges
- § 150708. Restrictions
- § 150709. Headquarters and principal office
- § 150710. Records and inspection
- § 150711. Service of process
- § 150712. Liability for acts of officers and agents
- § 150713. Distribution of assets on dissolution or final liquidation
§ 150701. Organization
(a)Federal Charter.—National Conference on Citizenship (in this chapter, the “corporation”) is a federally chartered corporation.
(b)Perpetual Existence.—Except as otherwise provided, the corporation has perpetual existence.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1392.)
§ 150702. Purposes
The purposes of the corporation are—
(1) to hold an annual national conference on citizenship on or about “Citizenship Day”, September 17;
(2) to assist in the development of more dynamic procedures for making citizenship more effective, including the promotion and encouragement of local, State, and regional citizenship conferences; and
(3) to indicate the ways and means by which various organizations may contribute concretely to the development of a more active, alert, enlightened, conscientious, and progressive citizenry in our country.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1392.)
§ 150703. Membership
(a)Eligibility.—Membership in the corporation is confined to agencies and organizations. Except as provided in this chapter, the rights and privileges of members are as provided in the bylaws.
(b)Voting.—Each agency or organization sending delegates to, and participating in, the annual national conference on citizenship has one vote in the conduct of the business of the conference.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1392.)
§ 150704. National officers
(a)National Officers.—The national officers of the corporation are a president, a first vice president, a second vice president, a third vice president, a secretary, and a treasurer. The president is chairman of the board of directors and of the executive committee described in section 150705(d) of this title.
(b)Election.—The national officers are elected biennially from among the officers and members of the member agencies and organizations participating in the annual national conference on citizenship, by a majority vote of the agencies and organizations sending delegates to, and participating in, the conference.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1392.)
§ 150705. Board of directors
(a)General.—The board of directors is the governing body of the corporation. The board shall exercise the powers granted to the corporation.
(b)Number and Election.—The number of directors and their term of office are as provided in the bylaws, except that the board shall have at least 10 members (including ex officio members). The directors are elected from among the officers and members of the member agencies and organizations participating in the annual national conference on citizenship, by a majority vote of the agencies and organizations sending delegates to, and participating in, the conference.
(c)Meetings.—The board shall hold an annual meeting at a time and place as may be provided in the bylaws. The annual report of the board shall be presented at the annual meeting. Special meetings of the board may be called as provided in the bylaws.
(d)Executive Committee.—The board shall designate 3 of its own members, who together with the president and the 3 vice presidents constitute the executive committee. When the board is not in session, the executive committee has the powers of the board subject to the board’s direction and may authorize the seal of the corporation to be affixed to all papers that require it.
(e)Executive Director and Professional Staff.—The executive committee shall select an executive director for the corporation, who shall have the qualifications and terms of employment decided by the committee. The executive director shall nominate other professional staff members, who must be approved by the executive committee.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1392.)
§ 150706. Powers
The corporation may—
(1) adopt and amend bylaws and regulations for the management of its property and the regulation of its affairs, including the establishment and maintenance of local and State conferences on citizenship;
(2) adopt and alter a corporate seal;
(3) adopt emblems and badges;
(4) choose officers, managers, employees, and agents as the activities of the corporation require;
(5) make contracts;
(6) acquire, own, lease, encumber, and transfer property as necessary to carry out the purposes of the corporation;
(7) borrow money, issue instruments of indebtedness, and secure its obligations by granting security interests in its property;
(8) use corporate funds to give prizes or awards to citizens for outstanding contributions toward the achievement of the purposes of the corporation;
(9) publish a magazine and other publications consistent with the purposes of the corporation;
(10) sue and be sued; and
(11) do any other act necessary and proper to carry out the purposes of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1393.)
§ 150707. Exclusive right to name, seals, emblems, and badges
The corporation has the exclusive right to use the name “National Conference on Citizenship” and seals, emblems, and badges the corporation adopts.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1393.)
§ 150708. 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, officer, or member as such may not contribute to, support, or assist a political party or candidate for elective public office, or advocate, sponsor, or promote legislation in the Congress of the United States or in the legislature of a State.
(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, officer, or member except on dissolution or final liquidation of the corporation. This subsection does not prevent the executive committee from adopting terms of employment of the executive director as provided in section 150705(e) of this title.
(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. 1393.)
§ 150709. Headquarters and principal office
The headquarters and principal office of the corporation shall be in the District of Columbia, Maryland, or Virginia. However, the activities of the corporation are not confined to the District of Columbia, Maryland, and Virginia but may be conducted throughout the States, territories, and possessions of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1394.)
§ 150710. Records and inspection
(a)Records.—The corporation shall keep—
(1) correct and complete records of account;
(2) minutes of the proceedings of its annual national conference, 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. 1394.)
§ 150711. Service of process
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1394.)
§ 150712. 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. 1394.)
§ 150713. 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 transferred by the board of directors to a recognized agency or agencies engaged in the furtherance and advancement of citizenship.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1394.)