Collapse to view only § 190112. Distribution of assets on dissolution or final liquidation
- § 190101. Organization
- § 190102. Purposes
- § 190103. Membership
- § 190104. Governing body
- § 190105. Powers
- § 190106. Exclusive right to name, seals, emblems, and badges
- § 190107. Restrictions
- § 190108. Headquarters
- § 190109. Records and inspection
- § 190110. Service of process
- § 190111. Liability for acts of officers and agents
- § 190112. Distribution of assets on dissolution or final liquidation
§ 190101. Organization
(a)Federal Charter.—Reserve Officers Association of the United States (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. 1447.)
§ 190102. Purposes
The purposes of the corporation are to support and promote the development and execution of a military policy for the United States that will provide adequate national security.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1447.)
§ 190103. Membership
(a)Eligibility.—Eligibility for membership in the corporation is as provided in the constitution and bylaws of the corporation.
(b)Voting.—Each active member of a department or chapter has one vote in the conduct of official business of that department or chapter.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1447.)
§ 190104. Governing body
(a)National Convention.—The corporation shall hold an annual national convention. The national convention shall be composed of delegates elected by the various departments.
(b)National Executive Committee.—
(1) The national executive committee is the governing body of the corporation.
(2) The national executive committee consists of the president, the president elect, the last past president, 3 vice presidents, 3 junior vice presidents, a minimum of 3 national executive committee members, and the executive director. Each of these individuals, except the president elect and the executive director, has one vote on each matter decided by the committee.
(c)Officers.—
(1) The officers of the corporation are a president, a president elect, 3 vice presidents, 3 junior vice presidents, a minimum of 3 national executive committee members, an executive director, a national treasurer, a judge advocate, and other officers specified in the constitution of the corporation.
(2) The national officers of the corporation shall be elected and take office at the annual national convention, except for the executive director, the national treasurer, the judge advocate, and any other national officers specified in the constitution of the corporation, who shall be appointed by the national executive committee.
(3) The elected officers shall hold office for one year or until their successors have been elected and qualified.
(d)Vacancies.—
(1) Except for the positions of president, president elect, and last past president, a vacancy on the national executive committee shall be filled by the existing members of the committee. An individual appointed by the committee to fill a vacancy serves until the next national convention when the individual’s successor shall be elected for the unexpired term, if any, caused by the vacancy.
(2) If the president is absent or the office of president is vacant, the national vice president of the same service as the president shall act as president.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1447; Pub. L. 111–113, § 2(a)–(c), Dec. 14, 2009, 123 Stat. 3026.)
§ 190105. Powers
The corporation may—
(1) adopt and amend a constitution and bylaws;
(2) adopt and alter a corporate seal;
(3) adopt and alter emblems and badges;
(4) acquire, own, lease, encumber, and transfer property as necessary to carry out the purposes of the corporation;
(5) publish a magazine, newspaper, and other publications;
(6) establish, regulate, and discontinue subordinate departmental subdivisions and local chapters;
(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. 1447.)
§ 190106. Exclusive right to name, seals, emblems, and badges
The corporation and its subordinate departmental subdivisions and local chapters have the exclusive right to use the name “Reserve Officers Association of the United States” and seals, emblems, and badges the corporation adopts.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1448.)
§ 190107. Restrictions
(a)Profit.—The corporation may not engage in business for profit.
(b)Stock.—The corporation may not issue stock.
(c)Political Activities.—The corporation or an officer or member as such may not contribute to, support, or assist a political party or candidate for 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, an officer or member except on dissolution or final liquidation of the corporation.
(e)Loans.—The corporation may not make a loan or advance to an officer or member of the national executive committee. Members of the national executive committee who vote for or assent to making a loan or advance to an officer, 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. 1448.)
§ 190108. Headquarters
The headquarters of the corporation shall be in the District of Columbia.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1448.)
§ 190109. Records and inspection
(a)Records.—The corporation shall keep—
(1) correct and complete records of account;
(2) minutes of the proceedings of its national conventions, national executive committee, and other national entities of the corporation; 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. 1448; Pub. L. 111–113, § 2(d), Dec. 14, 2009, 123 Stat. 3027.)
§ 190110. 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. Notice to or service on 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 a subordinate department or local chapter is organized, 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. 1448.)
§ 190111. 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. 1449.)
§ 190112. 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 divided equally among the then active officers and members.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1449.)