36 USC 154111 - Liability for acts of officers and agents

Collapse to view only § 154111. Liability for acts of officers and agents

§ 154101. Organization
§ 154102. Purposes
§ 154103. Membership
§ 154104. Governing body
§ 154105. Powers
§ 154106. Exclusive right to name, insignia, emblems, badges, marks, and words
§ 154107. Restrictions
§ 154108. Principal office
§ 154109. Records and inspection
§ 154110. Service of process
§ 154111. Liability for acts of officers and agents
§ 154112. Annual report
§ 154113. Distribution of assets on dissolution or final liquidation

§ 154101. Organization

(a)Federal Charter.—Naval Sea Cadet Corps (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. 1432.)

§ 154102. Purposes

The purposes of the corporation are, through organization and cooperation with the Department of the Navy—

(1) to encourage and aid American young people to develop an interest and skill in basic seamanship and in its naval adaptations;

(2) to train them in seagoing skills; and

(3) to teach them patriotism, courage, self-reliance, and kindred virtues.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1432.)

§ 154103. Membership

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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1432.)

§ 154104. Governing body

(a)Board of Directors.—

(1) The board of directors is the governing body of the corporation. The board is responsible for the general policies and program of the corporation and 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. However, the board shall have at least 10 but not more than 25 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, a treasurer, and other officers as provided in the constitution and bylaws.

(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. 1432.)

§ 154105. 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) 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; and

(7) sue and be sued.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1432.)

§ 154106. Exclusive right to name, insignia, emblems, badges, marks, and words

The corporation has the exclusive right to use the name “Naval Sea Cadet Corps” and distinctive insignia, emblems, and badges, descriptive or designating marks, and words or phrases required to carry out the duties and powers of the corporation. This section does not affect any vested rights.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1433.)

§ 154107. 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, 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 in an amount approved by the board of directors.

(d)Loans.—The corporation may not make a loan or advance to a director, officer, or employee. Directors who vote for or assent to making a loan or advance to a director, 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. 1433.)

§ 154108. Principal office

The principal office of the corporation shall be in Tacoma, Washington, 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. 1433.)

§ 154109. 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. 1433.)

§ 154110. 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. 1433.)

§ 154111. 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. 1433.)

§ 154112. Annual report

The corporation shall submit an annual report to the Secretary of the Navy on the activities of the corporation during the prior calendar year. The Secretary shall communicate to Congress any part of the report that the Secretary considers appropriate.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1434.)

§ 154113. 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. 1434.)