36 USC 220310 - Principal office

Collapse to view only § 220310. Principal office

§ 220301. Organization
§ 220302. Purposes
§ 220303. Membership
§ 220304. Governing body
§ 220305. Powers
§ 220306. Exclusive right to name, seals, emblems, insignia, marks, and words
§ 220307. Tax exemption
§ 220308. Restrictions
§ 220309. Duty to maintain corporate status
§ 220310. Principal office
§ 220311. Records and inspection
§ 220312. Service of process
§ 220313. Liability for acts of officers and agents
§ 220314. Annual report and audit
§ 220315. Distribution of assets on dissolution or final liquidation

§ 220301. Organization

(a)Federal Charter.—United States Capitol Historical Society (in this chapter, the “corporation”) is a federally chartered corporation.

(b)Place of Incorporation.—The corporation is declared to be incorporated in the District of Columbia.

(c)Perpetual Existence.—Except as otherwise provided, the corporation has perpetual existence.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1462.)

§ 220302. Purposes

The purposes of the corporation are—

(1) to encourage in the most comprehensive and enlightened manner an understanding by the American people of the founding, growth, and significance of the Capitol of the United States as the tangible symbol of their representative form of government;

(2) to undertake research into the history of the Congress and the Capitol and to promote discussion, publication, and dissemination of the results of this research;

(3) to foster and increase an informed patriotism among the citizens in the study of this living memorial to the founders of this Nation and the continuing thread of principles as exemplified by their successors; and

(4) to cooperate with the standing committees of Congress, the Library of Congress, the Architect of the Capitol, and relevant departments, agencies, and instrumentalities of the executive branch of the United States Government in carrying out the purposes of the corporation.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1463.)

§ 220303. Membership

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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1463.)

§ 220304. Governing body

(a)Board of Trustees.—

(1) The board of trustees is the governing body of the corporation. The board is responsible for the control of all funds and affairs of the corporation.

(2) Exclusive of ex officio and honorary members, the board shall consist of at least 12 but not more than 40 trustees, one of whom shall be elected chairman. Trustees shall be elected by the board of trustees for a term of 4 years. A trustee may not be reelected as a trustee within one year of the expiration of the prior term, except by the unanimous vote of the trustees present and voting. A trustee may be removed at any time, with or without cause, by a two-thirds vote of the other trustees.

(3) The officers of the corporation are ex officio members of the board with all the rights and privileges of trustees, including the right to vote.

(4) The board shall meet at least once a year in the Capitol of the United States. The board may meet at other times as decided by the chairman. A meeting may be held only at a time and place stated in the bylaws or on 30 days’ written notice.

(b)Officers.—

(1) The officers of the corporation are a president, 5 vice presidents, a treasurer, and a secretary. The president is the chief executive officer.

(2) The officers shall be elected annually by the board of trustees and continue in office at the pleasure of the board.

(3) The duties of the officers are the usual duties pertaining to their offices and any additional duties delegated by the board.

(4) Officers may be compensated for their services, and reimbursed for actual expenses, in amounts decided by the board.

(c)Employees.—The board of trustees may employ an executive secretary and other personnel needed to assist the board and the officers to carry out the activities of the corporation. Employees serve at the pleasure of the board. The board shall prescribe the compensation and duties of employees.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1463.)

§ 220305. 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, 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;

(7) produce, buy, and market commemorative medals, souvenirs, publications, pictures, and cinemas consistent with the purposes of the corporation;

(8) charge and collect membership dues;

(9) conduct fund raising campaigns and accept contributions;

(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. 1464.)

§ 220306. Exclusive right to name, seals, emblems, insignia, marks, and words

The corporation has the exclusive right to use the name “United States Capitol Historical Society” and seals, emblems, distinctive insignia, and descriptive or designating marks, 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. 1464.)

§ 220307. Tax exemption

Notwithstanding section 105 of title 4 of the United States Code or any provision of the District of Columbia Code, the corporation is not required to pay, collect, or account for any tax specified in those provisions in connection with activities conducted within, or on the grounds of, the United States Capitol Building.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1464.)

§ 220308. Restrictions

(a)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.

(b)Distribution of Income or Assets.—The income or assets of the corporation may not inure to the benefit of, or be distributed to, a trustee, officer, or member as such during the life of the corporation or on its dissolution or final liquidation. This subsection does not prevent the payment of reasonable compensation to an officer or employee or reimbursement for actual expenses in amounts approved by the board of trustees.

(c)Loans.—The corporation may not make a loan or advance to a trustee, officer, or employee. Trustees who vote for or assent to making a loan or advance to a trustee, 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. 1464.)

§ 220309. Duty to maintain corporate status

The corporation shall maintain its status as a corporation incorporated under the laws of the District of Columbia or a State.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1465.)

§ 220310. Principal office

The principal office of the corporation shall be in the District of Columbia or another place decided by the board of trustees. 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. 1465.)

§ 220311. 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 trustees, and committees having any of the authority of its board of trustees; 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. 1465.)

§ 220312. 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. 1465.)

§ 220313. 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. 1465.)

§ 220314. Annual report and audit

(a)Annual Report.—The corporation shall submit an annual report to each House of Congress on the activities of the corporation during the prior fiscal year. The report shall be submitted as soon as practical after the end of each fiscal year.

(b)Audit.—In addition to complying with the audit requirements of section 10101 of this title, the corporation shall comply with section 5108 of title 40.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1465; Pub. L. 107–217, § 3(i)(2), Aug. 21, 2002, 116 Stat. 1300.)

§ 220315. 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 trustees, but in compliance with the constitution and bylaws of the corporation.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1465.)