Collapse to view only § 23112. Distribution of assets on dissolution or final liquidation
- § 23101. Organization
- § 23102. Purposes
- § 23103. Membership
- § 23104. Governing body
- § 23105. Powers
- § 23106. Restrictions
- § 23107. Principal office
- § 23108. Records and inspection
- § 23109. Statement required in audit report
- § 23110. Service of process
- § 23111. Liability for acts of officers and agents
- § 23112. Distribution of assets on dissolution or final liquidation
§ 23101. Organization
(a)Federal Charter.—Aviation Hall of Fame (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. 1311.)
§ 23102. Purposes
The purposes of the corporation are—
(1) to receive and maintain one or more funds and to use any part of the principal and income only for charitable, scientific, literary, or educational purposes, either directly or by contributing to organizations authorized to carry on similar activities;
(2) to honor citizens, aviation leaders, pilots, teachers, scientists, engineers, inventors, governmental leaders, and other individuals who have helped to make this Nation great by their outstanding contributions to the establishment, development, advancement, or improvement of aviation in the United States;
(3) to perpetuate the memory of those individuals and record their contributions and achievements by the erection and maintenance of buildings and monuments as may be appropriate as a lasting memorial;
(4) to promote a better sense of appreciation of the origins and growth of aviation, especially in the United States, and the part aviation has played in changing the economic, social, and scientific aspects of our Nation;
(5) to establish and maintain a library and museum for the collection and preservation for posterity of the history of those honored by the organization, together with a documentation of their accomplishments and contributions to aviation, including items such as aviation pictures, paintings, books, papers, documents, scientific data, relics, mementos, artifacts, and other items related to that history;
(6) to cooperate with other recognized aviation organizations actively engaged and interested in similar projects; and
(7) to engage in any other activities appropriate to carry out the purposes of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1311.)
§ 23103. Membership
(a)Eligibility.—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 bylaws.
(b)Voting.—Each member given voting rights by the bylaws has one vote on each matter submitted to a vote at a meeting of the voting members. The vote may be cast in the manner provided in the bylaws.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1312.)
§ 23104. Governing body
(a)Board of Trustees.—
(1) The board of trustees is the governing body of the corporation. Between meetings of the members of the corporation, the board is responsible for the general policies and program of the corporation and for the control of all funds of the corporation.
(2) The number of trustees, their manner of selection (including the filling of vacancies), and their term of office are as provided in the bylaws. However, the board shall have at least 18 members.
(3) The board may appoint committees. Each committee has the powers provided in the bylaws or by resolution of the board. The powers of a committee may include all the powers of the board.
(b)Officers.—
(1) The officers of the corporation are a president, one or more vice presidents as provided in the bylaws, a secretary, a treasurer, and other officers as provided in the bylaws.
(2) The manner of election, term of office, and duties of the officers are as provided in the bylaws.
(c)
(1)Board of Nominations.—The board of trustees shall appoint a board of nominations, consisting of at least 24 members, from members of the corporation not concurrently serving as members of the board of trustees. Those individuals serve for the term provided in the bylaws.
(2) The board of nominations shall nominate United States citizens or residents to be honored by the corporation and recommend those persons to the board of trustees for consideration as provided in the bylaws.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1312.)
§ 23105. Powers
The corporation may—
(1) adopt and amend bylaws for the management of its property and the regulation of its affairs;
(2) adopt and alter a corporate seal;
(3) choose officers, trustees, managers, agents, and employees 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. 1312.)
§ 23106. Restrictions
(a)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.
(b)Political Activities.—The corporation or a trustee, officer, employee, member of the board of nominations, or member of the corporation 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 trustee, officer, member of the board of nominations, or member of the corporation, 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 in an amount approved by the board of trustees.
(d)Loans.—The corporation may not make a loan or advance to a trustee, officer, employee, member of the board of nominations, or member of the corporation. Trustees who vote for or assent to making such a loan or advance, 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.
(e)Contributions to Certain Organizations.—None of the principal or interest of a fund referred to in section 23102(1) of this title may be contributed to an organization if—
(1) a substantial part of its activities is carrying on propaganda or attempting to influence legislation; or
(2) any part of its net earnings benefits a private shareholder or individual.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1313.)
§ 23107. Principal office
The principal office of the corporation shall be in Ohio. 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. 1313; Pub. L. 115–91, div. B, title XXVIII, § 2862, Dec. 12, 2017, 131 Stat. 1868.)
§ 23108. 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, board of nominations, 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. 1313.)
§ 23109. Statement required in audit report
The corporation shall include in the audit report statement required under section 10101(b)(1)(B) of this title a schedule of all contracts requiring payments greater than $10,000 and all payments of compensation or fees at a rate greater than $10,000 a year.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1314.)
§ 23110. 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 is notice to or service on the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1314.)
§ 23111. 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. 1314.)
§ 23112. 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 consistent with the purposes of the corporation and in compliance with the charter and bylaws.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1314.)