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Hale Wilson, Seattle, Washington; Philip Wyman, Cincinnati, Ohio; and their associates and successors, are created a body corporate by the name of National Music Council (hereinafter referred to as the "Corporation") and by such name shall be known and have perpetual succession and the powers and limitations contained in this chapter.

(Aug. 1, 1956, ch. 824, § 1, 70 Stat. 794.)

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in section 679 of this title. § 662. Omitted

CODIFICATION

Section, act Aug. 1, 1956, ch. 824, § 2, 70 Stat. 795, related to the procedure for the completion of the organization of the corporation.

§ 663. Objects and purposes of Corporation

The objects and purposes of the Corporation shall be

(1) to provide the member organizations with a forum for the free discussion of problems affecting national musical life in this country;

(2) to speak with one voice for music whenever an authoritative expression of opinion is desirable;

(3) to provide for the interchange of information between the various member organizations;

(4) to encourage the coordination of efforts of the member organizations, thereby avoiding duplication or conflict;

(5) to organize exploratory surveys or factfinding commissions whenever the Corporation shall deem them necessary for the solution of important problems; and

(6) to encourage the development and appreciation of the art of music and to foster the highest ethical standards in the musical professions and industries.

(Aug. 1, 1956, ch. 824, § 3, 70 Stat. 795.)

SECTION REFERRED TO IN OTHER SECTIONS

This section is referred to in sections 664, 675 of this title.

§ 664. Powers of Corporation

The Corporation shall have power—

(1) to sue and be sued, complain and defend in any court of competent jurisdiction;

(2) to adopt, use, and alter a corporate seal; (3) to choose such officers, managers, agents, and employees as the business of the Corporation may require;

(4) to adopt and alter a constitution and bylaws, not inconsistent with the laws of the United States or any State in which the Corporation is to operate, for the management of its property and the regulation of its affairs; (5) to contract and be contracted with; (6) to take and hold by lease, gift, purchase, grant, devise, or bequest any property, real or personal, necessary for attaining the objects or accomplishing the purposes of the Corporation, subject to applicable provisions of law of any State (A) governing the amount or

kind of real and personal property which may be held by, or (B) otherwise limiting or controlling the ownership of real and personal property by a corporation operating in such State;

(7) to transfer and convey real or personal property;

(8) to borrow money for the purposes of the Corporation, issue bonds therefor, and secure the same by mortgage, subject to all applicable provisions of Federal or State law;

(9) to use the corporate funds to give prizes, awards, loans, scholarships, and grants to deserving composers, conductors, and others for the purposes set forth in section 663 of this title, and for such other purpose as may be determined to be proper by the board of directors;

(10) to publish a bulletin, magazine, and other publications; and

(11) to do any and all acts and things necessary and proper to carry out the objects and purposes of the Corporation.

(Aug. 1, 1956, ch. 824, § 4, 70 Stat. 795.)

§ 665. Territorial scope of activities; resident agent; principal office

The activities of the Corporation may be conducted throughout the various States, Territories, and possessions of the United States. The Corporation shall maintain at all times in the District of Columbia a designated agent authorized to accept service of process for the Corporation, such designation to be filed in the office of the clerk of the United States District Court for the District of Columbia. Notice to or service upon such agent, or mailed to the business address of such agent, shall be deemed sufficient notice of service upon the Corporation. The principal office of the Corporation shall be established at such place as the board of directors deems appropriate.

(Aug. 1, 1956, ch. 824, § 5, 70 Stat. 796.)

§ 666. Membership; voting rights

Eligibility for membership in the Corporation and the rights and privileges of members, shall, except as provided in this chapter, be determined according to the constitution and bylaws of the Corporation. In the conduct of the official business of the Corporation each member shall have one vote.

(Aug. 1, 1956, ch. 824, § 6, 70 Stat. 796.)

§ 667. Governing body; composition; tenure

The Corporation shall be governed by a board of directors, which may be known and referred to as an Executive Committee, composed of not less than ten persons who shall be representative of members of the Corporation or such other persons as shall be selected by the members of the Corporation, and such persons shall be elected by the members of the Corporation annually or at such other regular intervals as may be specified in the by-laws of the Corporation.

(Aug. 1, 1956, ch. 824, § 7, 70 Stat. 796.)

§ 668. Officers of Corporation; powers and duties

The officers of the Corporation shall consist of a chairman of the board, a president, one or more vice presidents, a secretary, a treasurer, and such assistant officers as the board of directors shall designate. The officers shall perform such duties and have such powers as the by-laws and the board of directors may from time to time prescribe.

(Aug. 1, 1956, ch. 824, § 8, 70 Stat. 796.)

§ 669. Distribution of income or assets to members; loans

(a) No part of the income or assets of the Corporation shall inure to any member, officer, or director, or be distributable to any such person except upon dissolution and final liquidation of the Corporation as provided in section 675 of this title.

(b) The Corporation shall not make loans to its officers, directors, or employees. Any director who votes for or assents to the making of a loan to any officer, director, or employee of the Corporation, and any officer who participates in the making of such a loan shall be jointly and severally liable to the Corporation for the amount of such loan until the repayment thereof.

(Aug. 1, 1956, ch. 824, § 9, 70 Stat. 796.)

CROSS REFERENCES

Exemption from income tax of certain organizations, see section 501 of Title 26, Internal Revenue Code.

§ 670. Nonpolitical nature of Corporation

The Corporation and its members, officers, and directors as such, shall not contribute to or otherwise support or assist any political party or candidate for elective public office. (Aug. 1, 1956, ch. 824, § 10, 70 Stat. 796.)

§ 671. Liability for acts of officers and agents

The Corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority.

(Aug. 1, 1956, ch. 824, § 11, 70 Stat. 796.)

§ 672. Prohibition against issuance of stock or payment of dividends

The Corporation shall have no power to issue any shares of stock or to declare or pay any dividends, or to engage in business for pecuniary profit.

(Aug. 1, 1956, ch. 824, § 12, 70 Stat. 796.)

§ 673. Books and records; inspection

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the board of directors, and committees having any authority under the board of directors; and it shall also keep a record of the names and addresses of its members entitled to vote. All books and records of the Corporation may be inspected by any member, or by his agent or attorney, at any reasonable time. (Aug. 1, 1956, ch. 824, § 13, 70 Stat. 796.)

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§ 677. State and territorial agents

As a condition precedent to the exercise of any power or privilege granted to the Corporation under this chapter, the Corporation shall file in the office of the Secretary of State, or in the office of another appropriate officer, in each State and in each Territory or possession of the United States in which the Corporation is doing business, the name and post office address of an authorized agent in such State, Territory, or possession upon whom legal process or demand against the Corporation may be served.

(Aug. 1, 1956, ch. 824, § 17, 70 Stat. 797.) § 678. Omitted

CODIFICATION

Section, act Aug. 1, 1956, ch. 824, § 18, 70 Stat. 797, authorized the corporation to acquire the assets and liabilities of the corporation organized under the laws of the State of New York and known as the National Music Council, Incorporated.

8 679. Effective date

The provisions of this chapter shall take effect on the filing in the office of the Clerk of the United States District Court in and for the Southern District of New York of affidavits signed by five of the incorporators named in section 661 of this title to the effect that National Music Council, Incorporated, referred to in section 678 of this title, has been dissolved in accordance with the laws of the State of New York, but only if such affidavits are filed within three years after August 1, 1956.

(Aug. 1, 1956, ch. 824, § 19, 70 Stat. 797.)

'So in original.

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The following persons: Herbert Hoover, New York, New York; William E. Hall, New York, New York; Albert L. Cole, Pleasantville, New York; James A. Farley, New York, New York; Albert C. Wedemeyer, New York, New York; Matthew Woll, New York, New York; Jeremiah Milbank, New York, New York; Stanley Resor, New York, New York; James B. Carey, Washington, District of Columbia; J. Edgar Hoover, Washington, District of Columbia; Lewis L. Strauss, Washington, District of Columbia; General Robert E. Wood, Chicago, Illinois; Frederic Cameron Church, Boston, Massachusetts; H. Bruce Palmer, Newark, New Jersey; Edgar A. Guest, Detroit, Michigan; Nicholas H. Noyes, Indianapolis, Indiana; George A. Scott, San Diego, California; E. E. Fogelson, Dallas, Texas; Ernest Ingold, San Francisco, California; Jesse Draper, Atlanta, Georgia; Julius Epstein, Chicago, Illinois, and their successors, are created and declared to be a body corporate of the District of Columbia, where its legal domicile shall be, by the name of the Boys' Clubs of America (hereinafter referred to as the corporation) and by such name shall be known and have perpetual succession and the powers, limitations, and restrictions herein contained.

(Aug. 6, 1956, ch. 976, § 1, 70 Stat. 1052.)

§ 692. Omitted

CODIFICATION

Section, act Aug. 6, 1956, ch. 976, § 2, 70 Stat. 1052, related to the procedure for the completion of the organization of the corporation.

§ 693. Purposes and objects of corporation

The purpose of the corporation shall be to promote the health, social, educational, vocational, and character development of boys throughout the United States of America; to receive, invest, and disburse funds and to hold property for the purposes of the corporation. (Aug. 6, 1956, ch. 976, § 3, 70 Stat. 1052.)

§ 694. Powers of corporation

The corporation shall have power

(1) to have succession by its corporate name;

(2) to sue and be sued, complain and defend in any court of competent jurisdiction;

(3) to adopt, use, and alter a corporate seal; (4) to choose such officers, managers, agents, and employees as the business of the corporation may require;

(5) to adopt, amend, and alter a constitution and bylaws, not inconsistent with the laws of the United States or any State in which the corporation is to operate, for the management of its property and the regulation of its affairs;

(6) to contract and be contracted with;

(7) to take by lease, gift, purchase, grant, devise, or bequest from any private corporation, association, partnership, firm or individual and to hold any property, real, personal, or mixed, necessary or convenient for attaining the objects and carrying into effect the purposes of the corporation, subject, however, to applicable provisions of law of any State (A) governing the amount or kind of property which may be held by, or (B) otherwise limiting or controlling the ownership of property by, a corporation operating in such State;

(8) to transfer, convey, lease, sublease, encumber and otherwise alienate real, personal or mixed property; and

(9) to borrow money for the purposes of the corporation, issue bonds therefor, and secure the same by mortgage, deed of trust, pledge, or otherwise, subject in every case to all applicable provisions of Federal and State laws. (Aug. 6, 1956, ch. 976, § 4, 70 Stat. 1052.)

§ 695. Principal office; territorial scope of activities; resident agent

(a) The principal office of the corporation shall be located in New York City, New York, or in such other place as may be later determined by the board of directors, but the activities of the corporation shall not be confined to that place, but may be conducted throughout the various States, Territories, and possessions of the United States.

(b) The corporation shall have in the District of Columbia at all times a designated agent authorized to accept service of process for the corporation; and notice to or service upon such

agent, or mailed to the business address of such agent, shall be deemed notice to or service upon the corporation.

(Aug. 6, 1956, ch. 976, § 5, 70 Stat. 1053.)

§ 696. Eligibility for membership; voting rights; benefits of member organizations

(a) Eligibility for membership in the corporation and the rights, privileges, and designation of classes of members shall, except as provided in this chapter, be determined as the constitution and bylaws of the corporation may provide. Each member of the corporation shall have the right to one vote on each matter submitted to a vote at all meetings of the members of the corporation.

(b) Each organization which is a member of the corporation as provided in the constitution thereof shall be entitled to all the benefits of incorporation under this chapter, but such benefits shall cease immediately either upon its resignation from the corporation, or in the event that its membership in the corporation is canceled or otherwise terminated by the board of directors, as provided in the constitution of the corporation.

(Aug. 6, 1956, ch. 976, § 6, 70 Stat. 1053.)

§ 697. Governing body

(a) Composition

Upon the enactment of this chapter the membership of the initial board of directors of the corporation shall consist of the present members of the board of directors of the Boys' Clubs of America, the corporation described in section 706 of this title, or such of them as may then be living and are qualified members of said board of directors, to wit: Hoyt Ammidon, New York, New York; Wendell W. Anderson, Detroit, Michigan; Sewell L. Avery, Chicago, Illinois; Richard E. Berlin, New York, New York; Arthur T. Burger, Boston, Massachusetts; Hendry S. M. Burns, New York, New York; John L. Burns, New York, New York; Peter Capra, New York, New York; James B. Carey, Washington, District of Columbia; Colby M. Chester, New York, New York; Frederic C. Church, Boston, Massachusetts; Albert L. Cole, Pleasantville, New York; Carle C. Conway, New York, New York; Donald K. David, New York, New York; Morse G. Dial, New York, New York; Robert W. Dowling, New York, New York; Kempton Dunn, New York, New York; Gilbert D. Eaton, Oakland, California; Julius Epstein, Chicago, Illinois; James A. Farley, New York, New York; Horace C. Flanigan, New York, New York; E. E. Fogelson, Dallas, Texas; Philip G. Geiger, Pawtucket, Rhode Island; M. Preston Goodfellow, Washington, District of Columbia; J. Peter Grace, Junior, New York, New York; John S. Griswold, New York, New York; Powell C. Groner, Kansas City, Missouri; Edgar A. Guest, Detroit, Michigan;

William Edwin Hall, New York, New York; Robert B. Heppenstall, Pittsburgh, Pennsylvania; William Edwin Hill, New York, New York; Allan Hoover, New York, New York; Herbert Hoover, New York, New York; J. Edgar Hoover, Washington, District of Columbia; Arthur

Huck, New York, New York; Austin S. Iglehart, New York, New York; Ernest Ingold, San Francisco, California; Edward Ingraham, Bristol, Connecticut; Gordon Jeffery, Toledo, Ohio; Frank R. Jelleff, Washington, District of Columbia; Grant Keehn, New York, New York; James S. Kemper, Chicago, Illinois; Major William G. Kiefer, Louisville, Kentucky; Philip Le Boutillier, New York, New York; Philip Le Boutillier, Junior, Toledo, Ohio; James A. Linen, New York, New York; John D. Lockton, New York, New York; Fred Loock, Milwaukee, Wisconsin; David I. McCahill, Pittsburgh, Pennsylvania; Charles P. McCormick, Baltimore, Maryland; Everett McCullough, Wichita Falls, Texas; Ira McGuire, Muncie, Indiana; Charles R. Messier, Newark, New Jersey; Jeremiah Milbank, New York, New York; Theodore G. Montague, New York, New York; W. R. Nicholson, Junior, Philadelphia, Pennsylvania; Nicholas H. Noyes, Indianapolis, Indiana; Harry L. Olden, Cincinnati, Ohio; Frank Pace, Junior, New York, New York; August K. Paeschke, Milwaukee, Wisconsin; H. Bruce Palmer, Newark, New Jersey; Richard S. Perkins, New York, New York; Samuel F. Pryor, New York, New York; Stanley Resor, New York, New York; Captain E. V. Rickenbacker, New York, New York; Victor F. Ridder, New York, New York; Fredric E. Schluter, Trenton, New Jersey; George A. Scott, San Diego, California;

Irving J. Scher, Milwaukee, Wisconsin; Grant G. Simmons, New York, New York; P. C. Spencer, New York, New York; Clifford L. Strang, Tonawanda, New York; Edward K. Straus, New York, New York; Lewis L. Strauss, Washington, District of Columbia; Kenneth C. Towe, New York, New York; Maxwell M. Upson, New York, New York; Virgil P. Warren, Atlanta, Georgia; Albert C. Wedemeyer, New York, New York; Morgan W. Wheelock, New York, New York; J. Dugald White, New York, New York; Myron A. Wick, Junior, Stamford, Connecticut; Alfred G. Wilson, Detroit, Michigan; William S. Wilson, New York, New York; Matthew Woll, New York, New York; General Robert E. Wood, Chicago, Illinois; Gordon J. Wormal, Santa Barbara, California; E. A. Wright, Detroit, Michigan; Paul S. Young, Schenectady, New York; William Zeigler, Junior, New York, New York. (b) Tenure

Thereafter the board of directors of the corporation shall consist of such number as may be prescribed in the constitution of the corporation, and the members of such board shall be selected in such manner (including the filling of vacancies), and shall serve for such terms, as may be prescribed in the constitution and bylaws of the corporation.

(c) Duties

The board of directors shall be the managing body of the corporation and shall have such powers, duties, and responsibilities as may be prescribed in the constitution and bylaws of the corporation.

(Aug. 6, 1956, ch. 976, § 7, 70 Stat. 1054.)

REFERENCES IN TEXT

Section 706 of this title, referred to in subsec. (a), was omitted from the Code.

§ 698. Officers of corporation; election; tenure; duties

(a) The officers of the corporation shall be a chairman of the board of directors, a president, one or more vice presidents (as may be prescribed in the constitution and bylaws of the corporation), a secretary, and a treasurer, and one or more assistant secretaries and assistant treasurers as may be provided in the constitution and bylaws.

(b) The officers of the corporation shall be elected in such manner and for such terms and with such duties as may be prescribed in the constitution and bylaws of the corporation. (Aug. 6, 1956, ch. 976, § 8, 70 Stat. 1055.)

§ 699. Distribution of income or assets to members; loans

(a) No part of the income or assets of the corporation shall inure to any of its members, directors, or officers as such, or be distributable to any of them during the life of the corporation or upon its dissolution or final liquidation. Nothing in this subsection, however, shall be construed to prevent the payment of compensation to officers of the corporation in amounts approved by the board of directors of the corporation.

(b) The corporation shall not make loans to its officers, directors, or employees. Any director who votes for or assents to the making of a loan or advance to an officer, director, or employee of the corporation, and any officer who participates in the making of such a loan or advance, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.

(Aug. 6, 1956, ch. 976, § 9, 70 Stat. 1055.)

CROSS REFERENCES

Exemption from income tax of certain organizations, see section 501 of Title 26, Internal Revenue Code.

§ 700. Nonpolitical nature of corporation

The corporation, and its officers and directors as such, shall not contribute to or otherwise support or assist any political party or candidate for public office.

§ 703. Books and records; inspection

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any authority under the board of directors; and it shall also keep at its principal office a record of the names and addresses of its members entitled to vote. All books and records of the corporation may be inspected by any member entitled to vote, or his agent or attorney, for any proper purpose, at any reasonable time. (Aug. 6, 1956, ch. 976, § 13, 70 Stat. 1055.)

§ 704. Repealed. Pub. L. 88-504, § 4(26), Aug. 30, 1964, 78 Stat. 637

Section, act Aug. 6, 1956, ch. 976, § 14, 70 Stat. 1055, related to audit of financial transactions and report of such audit to Congress. See sections 1101 to 1103 of this title.

§ 705. Use of assets upon dissolution or liquidation

Upon dissolution or final liquidation of the corporation, after discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets, if any, of the corporation shall be distributed in accordance with the determination of the board of directors of the corporation and in compliance with the constitution and bylaws of the corporation and all Federal and State laws applicable thereto. (Aug. 6, 1956, ch. 976, § 15, 70 Stat. 1056.) § 706. Omitted

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(Aug. 6, 1956, ch. 976, § 10, 70 Stat. 1055.)

724.

§ 701. Liability for acts of officers and agents

725.

The corporation shall be liable for the acts of its officers and agents when acting within the

726.

scope of their authority.

727.

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Communication facilities; removal. Duration of regulations and licenses; publication of regulations; violations and penalties.

729.

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Application to other properties; Congressional joint committee request or approval. "Commissioners" defined.

CODIFICATION

(Aug. 6, 1956, ch. 976, § 12, 70 Stat. 1055.)

Presidential inaugural ceremonies provisions are also set out in D.C. Code, § 1-1801 et seq.

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