Collapse to view only § 152312. Distribution of assets on dissolution or final liquidation
- § 152301. Organization
- § 152302. Purposes
- § 152303. Membership
- § 152304. Governing body
- § 152305. Powers
- § 152306. Exclusive right to name, seals, emblems, and badges
- § 152307. Restrictions
- § 152308. Principal office
- § 152309. Records and inspection
- § 152310. Service of process
- § 152311. Liability for acts of officers and agents
- § 152312. Distribution of assets on dissolution or final liquidation
§ 152301. Organization
(a)Federal Charter.—National Music Council (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. 1412.)
§ 152302. Purposes
The purposes of the corporation are—
(1) to provide the member organizations with a forum for the free discussion of problems affecting national musical life in this country;
(2) to speak with one voice for music whenever an authoritative expression of opinion is desirable;
(3) to provide for the interchange of information between the various member organizations;
(4) to encourage the coordination of efforts of the member organizations, thereby avoiding duplication or conflict;
(5) to organize exploratory surveys or fact-finding commissions whenever the corporation considers them necessary for the solution of important problems; and
(6) to encourage the development and appreciation of the art of music and to foster the highest ethical standards in the musical professions and industries.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1412.)
§ 152303. Membership
(a)Eligibility.—Except as provided in this chapter, eligibility for membership in the corporation and the rights and privileges of members are as provided in the constitution and bylaws of the corporation.
(b)Voting.—Each member has one vote in the conduct of official business of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1413.)
§ 152304. Governing body
(a)General.—
(1) The board of directors is the governing body of the corporation. The board may be known as an Executive Committee.
(2) The board shall consist of at least 10 individuals who shall be representative of members of the corporation or other individuals selected by the members of the corporation. The directors shall be elected by the members of the corporation annually or at another regular interval as provided in the bylaws of the corporation.
(b)Officers.—The officers of the corporation are a chairman of the board, a president, one or more vice presidents, a secretary, a treasurer, and assistant officers the board designates. The officers shall perform the duties and have the powers provided in the bylaws and by the board.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1413.)
§ 152305. 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, employees, and agents as the activities of the corporation require;
(4) make contracts;
(5) publish a bulletin, magazine, and other publications;
(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, awards, loans, scholarships, and grants to deserving composers, conductors, and others for the purposes stated in section 152302 of this title and for other purposes the board of directors considers proper;
(9) sue and be sued; and
(10) do any other act necessary and proper to carry out the purposes of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1413.)
§ 152306. Exclusive right to name, seals, emblems, and badges
The corporation has the exclusive right to use the name “National Music Council” and seals, emblems, and badges the corporation adopts.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1413.)
§ 152307. Restrictions
(a)Profit.—The corporation may not engage in business for profit.
(b)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.
(c)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.
(d)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.
(e)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. 1413.)
§ 152308. Principal office
The principal office of the corporation shall be at the place the board of directors decides. However, the activities of the corporation may be conducted throughout the States, territories, and possessions of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1414.)
§ 152309. 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. 1414.)
§ 152310. Service of process
(a)District of Columbia.—The corporation shall have a designated agent in the District of Columbia to receive service of process for the corporation. Designation of the agent shall be filed in the office of the clerk of the United States District Court for the District of Columbia. Notice to or service on the agent, or mailed to the business address of the agent, is notice to or service on the corporation.
(b)States, Territories, and Possessions.—As a condition to the exercise of any power or privilege granted by this chapter, the corporation shall file, with the secretary of state or other designated official of each State, territory, or possession of the United States in which the corporation does business, the name and address of an agent in that State, territory, or possession on whom legal process or demands against the corporation may be served.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1414.)
§ 152311. 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. 1414.)
§ 152312. 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 used by the board of directors for the purposes stated in section 152302 of this title or be transferred to a recognized educational foundation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1414.)