Collapse to view only § 70511. Liability for acts of officers and agents
- § 70501. Organization
- § 70502. Purposes
- § 70503. Membership
- § 70504. Governing body
- § 70505. Powers
- § 70506. Exclusive right to name
- § 70507. Restrictions
- § 70508. Principal office
- § 70509. Records and inspection
- § 70510. Service of process
- § 70511. Liability for acts of officers and agents
- § 70512. Deposit of assets on dissolution or final liquidation
§ 70501. Organization
(a)Federal Charter.—The Foundation of the Federal Bar Association (in this chapter, the “corporation”) is a federally chartered corporation.
(b)Place of Incorporation and Domicile.—The corporation is declared to be incorporated and domiciled 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. 1351.)
§ 70502. PurposesThe purposes of the corporation are—
(1) to receive and hold property, including by gift, devise, or grant, and to invest, administer, and dispose of the property without restrictions applicable to trustees or trust funds;
(2) to apply its income and any part of its principal exclusively to educational, charitable, scientific, or literary purposes—
(A) to advance the science of jurisprudence;
(B) to uphold high standards for the Federal judiciary and attorneys representing the United States Government;
(C) to promote and improve the administration of justice, including the study of means for the improved handling of the legal business of the departments, agencies, and instrumentalities of the Government;
(D) to facilitate the cultivation and diffusion of knowledge and understanding of the law and the promotion of the study of the law and the science of jurisprudence and research in jurisprudence, through the maintenance of a law library, the establishment of seminars, lectures, and studies devoted to the law, and the publication of addresses, essays, treatises, reports, and other literary works by students, practitioners, and teachers of the law; and
(E) to provide for the acquisition, preservation, and exhibition of rare books and documents, sculptures, paintings, and other objects of art and historical interest relating to the law, the courts, and the legal profession; and
(3) to do any other acts necessary or incident to the accomplishment of these purposes.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1351.)
§ 70503. Membership
(a)Members.—The members of the corporation are—
(1) the members of the National Council of the Federal Bar Association, a nonprofit corporation incorporated in the District of Columbia, during their term of membership on that Council; and
(2) other individuals the corporation provides for in the bylaws or otherwise.
(b)Voting.—Each member has one vote on each matter submitted to a vote of the members.
(c)Grounds for Disqualification.—An individual may not be a member, director, or officer of the corporation if the individual—
(1) is a member of, or advocates the principles of, an organization believing in, or working for, the overthrow of the United States Government by force or violence; or
(2) refuses to uphold and defend the Constitution of the United States.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1352.)
§ 70504. Governing body
(a)Board of Directors.—
(1) The board of directors is the governing body of the corporation. The board may exercise, or provide for the exercise of, the powers of the corporation.
(2) The board shall consist of 12 individuals elected, and subject to removal at any time, by a majority vote of the members of the corporation. The term of office of an elected director is 6 years. A vacancy on the board shall be filled by a majority vote of the members of the corporation.
(3) The board shall meet at least annually. Each director has one vote on each matter decided by the board. The board may delegate its powers to a prudential committee subject to the direction of, and reporting to, the board.
(4) The president of the corporation is the chairman of the board and of the prudential committee.
(b)Officers.—
(1) The officers of the corporation are a president, a vice president, a secretary, a treasurer, a historian, and other officers provided for in the bylaws. The powers of the officers are as provided in the bylaws.
(2) The officers shall be elected by the board of directors at its annual meeting. The term of office of an officer is 1 year.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1352.)
§ 70505. 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, managers, and agents as the activities of the corporation require;
(4) make contracts;
(5) acquire, own, lease, encumber, and transfer property as necessary 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) 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. 1352.)
§ 70506. Exclusive right to name
The corporation has the exclusive right to use the name “The Foundation of the Federal Bar Association”.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1353.)
§ 70507. Restrictions
(a)Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend.
(b)Political Activities.—
(1) The activities, funds, income, and property of the corporation may not be used to carry on political activity or attempt to influence legislation.
(2) The corporation or a director or officer as such may not contribute to, support, or assist a political party or candidate for elective public office.
(c)Distribution of Income.—The income of the corporation may not inure to the benefit of a director, officer, member, or private individual.
(d)Loans.—The corporation may not make a loan or advance to a director or officer. Directors and officers who vote for, assent to, or participate in making a loan or advance to a director or officer are jointly and severally liable to the corporation for the amount of the loan or advance until it is repaid.
(e)Immunity From Liability.—Members and private individuals are not liable for the obligations of the corporation.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1353.)
§ 70508. Principal office
The corporation shall have its principal office in the District of Columbia, but may conduct its activities anywhere.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1353.)
§ 70509. 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. 1353.)
§ 70510. 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. 1354.)
§ 70511. 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. 1354.)
§ 70512. Deposit 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 deposited in the Treasury of the United States as a miscellaneous receipt.
(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1354.)