Collapse to view only § 152512. Distribution of assets on dissolution or final liquidation
- § 152501. Organization
- § 152502. Purposes
- § 152503. Membership
- § 152504. Governing body
- § 152505. Powers
- § 152506. Exclusive right to name, seals, emblems, and badges
- § 152507. Restrictions
- § 152508. Principal office
- § 152509. Records and inspection
- § 152510. Service of process
- § 152511. Liability for acts of officers and agents
- § 152512. Distribution of assets on dissolution or final liquidation
§ 152501. Organization
(a)Federal Charter.—National Safety 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. 1415.)
§ 152502. Purposes
The purposes of the corporation are—
(1) to further, encourage, and promote methods and procedures leading to increased safety, protection, and health among employees, employers, and children in industries, on farms, in schools and colleges, in homes, on streets and highways, in recreation, and in other public and private places;
(2) to collect, correlate, publish, and disseminate educational and informative reports and all other data related to safety methods and procedures;
(3) to arouse and maintain the interest of the people of the United States and its territories and possessions in safety and accident prevention, and to encourage the adoption and institution of safety methods by all individuals, corporations, and other organizations;
(4) to organize, establish, and conduct programs, lectures, conferences, and other activities for the education of all individuals, corporations, and other organizations in safety methods and procedures;
(5) to organize and aid in organizing local safety chapters throughout the United States and its territories and possessions, and to provide organizational guidance and materials to promote the national safety;
(6) to cooperate with, enlist, and develop the cooperation of and among all individuals, corporations, and other organizations and agencies, public and private, engaged in, interested in, or in any manner connected with, any of these purposes; and
(7) to do any lawful acts necessary, useful, suitable, desirable, and proper for the furtherance and accomplishment of any of these purposes.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1415.)
§ 152503. 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 (except an honorary or sustaining member) has one vote on each matter submitted to a vote at a meeting of the members. The corporation may provide in its constitution and bylaws for additional voting rights based on dues paid.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1415.)
§ 152504. 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. Except as provided in subsection (c) of this section, the board is responsible for all funds of the corporation.
(2) The board shall consist of at least 15 directors. Their manner of selection (including the filling of vacancies) and term of office are as provided in the constitution and bylaws of the corporation.
(b)Officers.—
(1) The officers of the corporation are a chairman of the board of directors, a president, three or more vice presidents as provided in the constitution and bylaws, a secretary, a treasurer, and an executive vice president. Their duties are as provided in the constitution and bylaws.
(2) Except for the executive vice president, the officers shall be elected at the annual meeting of the corporation. The executive vice president shall be elected by the board of directors in the manner provided in the constitution and bylaws.
(c)Trustees.—The corporation shall have at least 15 trustees. Their manner of selection and term of office are as provided in the constitution and bylaws. The trustees have full power and control over contributed funds that they raise.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1416.)
§ 152505. 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) adopt and alter seals, emblems, and badges;
(4) choose directors, officers, trustees, 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) publish a magazine and other publications consistent with the purposes of the corporation;
(9) charge and collect membership dues and subscription fees;
(10) receive contributions or grants of money or property to be devoted to carrying out the purposes of the corporation;
(11) use corporate funds to give prizes, awards, or other evidences of merit or recognition to individuals, corporations, and other organizations, public or private, for outstanding contributions toward the achievement of the purposes of the corporation;
(12) organize, establish, and conduct conferences on safety and accident prevention;
(13) establish and maintain offices to conduct its activities, charter local, State, and regional safety organizations, and establish, regulate, and discontinue departmental subdivisions and local, State, and regional chapters in appropriate places throughout the United States and its territories and possessions;
(14) sue and be sued; and
(15) do any other act necessary and proper to carry out the purposes of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1416.)
§ 152506. Exclusive right to name, seals, emblems, and badges
The corporation and its subordinate divisions and regional, State, and local chapters have the exclusive right to use the name “National Safety Council”. The corporation has the exclusive right to use and to allow others to use seals, emblems, and badges the corporation adopts. This section does not affect any vested rights.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1417.)
§ 152507. 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 agent 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, officer, or member except on dissolution or final liquidation of the corporation. This subsection does not prevent the payment of compensation to an officer in an amount approved by the board of directors.
(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. 1417.)
§ 152508. Principal office
The principal office of the corporation shall be in Chicago, Illinois, or another place decided by the board of directors. 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. 1417.)
§ 152509. 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. 1417.)
§ 152510. 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. 1417.)
§ 152511. 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. 1418.)
§ 152512. 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.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1418.)