(7) to take and hold by lease, gift, purchase, grant, devise, bequest or otherwise any property real, personal, or mixed, necessary or convenient for attaining the objects of the corporation, subject, however, 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; (8) to transfer, lease, or convey real or personal property; (9) to borrow money for the purposes of the corporation and issue bonds or other evidences of indebtedness therefor and secure the same by mortgage or pledge subject to applicable Federal or State laws; and (10) to do any and all acts necessary and proper to carry out the purposes of the corporation. (Pub. L. 85-769, § 4, Aug. 27, 1958, 72 Stat. 924.) § 855. Principal office; territorial scope of activities; resident agent (a) The principal office of the corporation shall be located in Washington, District of Columbia, or in such other place as may later be determined by the board of directors but the activities of the corporation shall not be confined to that place and may be conducted throughout the various 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 and process for the corporation; and notice to or service upon such agent or mailed to the business address of such agent shall be deemed as service to or notice on the corporation. (Pub. L. 85-769, § 5, Aug. 27, 1958, 72 Stat. 925.) § 856. Eligibility for membership; honorary and associate membership; membership in prior corporation Any person who was enlisted, drafted, inducted, or commissioned in the Armed Forces of the United States and who, in the line of duty in such service, has sustained a substantial impairment of sight or vision, as such is defined from time to time by the bylaws of the corporation, shall be eligible for general membership in the corporation. In addition to the general membership, there shall be special classes of honorary and associate membership, qualification or eligibility for which, and rights and obligations of which, shall be as provided from time to time by the bylaws of the corporation. All persons who are members of any class of Blinded Veterans Association, Incorporated, on August 27, 1958 shall be members of such class of the corporation. (Pub. L. 85-769, § 6, Aug. 27, 1958, 72 Stat. 925.) § 857. Governing body (a) Composition The number of directors shall be not less than three nor more than fifteen said directors shall be divided into a specified number of classes, each class holding office for a definite period of years, as shall be provided from time to time by the bylaws of the corporation, except that the directors of Blinded Veterans Association, Incorporated, on August 27, 1958 shall be the first directors of the corporation. (b) Removal for cause Any director of the corporation may be removed at any time for just and proper cause by a vote of a majority of a quorum of directors present at a meeting called for that purpose. (c) Vacancies If a vacancy occurs in the office of director of the corporation, a majority of a quorum of the remaining directors present at a meeting duly called for that purpose may elect a director to fill such vacancy until the next annual meeting of the corporation. (d) Quorum requirement; voting A majority of the directors shall be present at any meeting of directors in order to constitute a quorum and the votes of a majority of the directors so present shall be necessary for the transaction of any business. (Pub. L. 85-769, § 7, Aug. 27, 1958, 72 Stat. 925.) § 858. Officers of corporation (a) Number and positions The corporation shall have such officers as may be provided for in the bylaws. (b) Powers The officers shall have such powers consistent with this charter, as may be determined by the bylaws. (c) Elections The officers of the corporation shall be elected in such manner and have such terms and with such duties as may be prescribed in the bylaws of the corporation. (Pub. L. 85-769, § 8, Aug. 27, 1958, 72 Stat. 925.) § 859. 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 as such, or be distributed to any of them during the life of the corporation or upon its dissolution or final liquidation, nor shall any member or private individual be liable for the obligations of the corporation. Nothing in this section, however, shall be construed to prevent (1) the payment of bona fide expenses of officers of the corporation in amounts approved by the board of directors; or 'So in original. There probably should be a period. (2) the payment of appropriate aid to blinded veterans, their widows or their children pursuant to the objects of the corporation. (b) The corporation shall not make loans to its officers, directors, or employees. Any officer or director who votes for or assents to the making of a loan to an officer, director, or employee of the corporation and any officer who participates in the making of such loan shall be jointly and severally liable to the corporation for the amount of such loan until the payment thereof. (Pub. L. 85-769, § 9, Aug. 27, 1958, 72 Stat. 926.) § 860. 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 elective public office. (Pub. L. 85-769, § 10, Aug. 27, 1958, 72 Stat. 926.) § 861. 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. (Pub. L. 85-769, § 11, Aug. 27, 1958, 72 Stat. 926.) § 862. Prohibition against issuance of stock or payment of dividends (Pub. L. 85-769, § 15, Aug. 27, 1958, 72 Stat. 927.) § 866. Omitted CODIFICATION Section, Pub. L. 85-769, § 16, Aug. 27, 1958, 72 Stat. 927, 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 Blinded Veterans Association, Incorporated. § 867. Exclusive right to name, seals, emblems, and badges The corporation and its duly authorized regional groups and other local subdivisions shall have the sole and exclusive right to have and use in carrying out its purposes the name Blinded Veterans Association and such seals, emblems, and badges as the corporation may lawfully adopt. (Pub. L. 85-769, § 17, Aug. 27, 1958, 72 Stat. 927.) § 868. Reservation of right to amend or repeal chapter The right to alter, amend, or repeal this chapter is expressly reserved. (Pub. L. 85-769, § 18, Aug. 27, 1958, 72 Stat. 927.) The corporation shall have no power to issue any shares of stock or declare or pay dividends. (Pub. L. 85-769, § 12, Aug. 27, 1958, 72 Stat. 926.) 881. 882. Omitted. 883. 884. 885. 886. 887. § 863. Books and records; inspection The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its membership and of the board of directors or committees having authority under the board of directors. It shall also keep at its principal office a record giving the names and addresses of its members, directors, and officers. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time. Principal office; scope of activities; resident agent. Membership; voting rights. Governing body. (a) Composition. (b) Tenure. (c) Duties. ment of dividends. Books and records; inspection. Repealed. 895. Exclusive right to name, emblems, seals, and badges. Acquisition of assets and liabilities of existing corporation. Section, Pub. L. 85-769, § 14, Aug. 27, 1958, 72 Stat. 926, related to audit of financial transactions and report of such audit to Congress. See sections 1101 to 1103 of this title. § 865. Use of assets upon dissolution or liquidation Upon final dissolution or liquidation of the corporation and after discharge or satisfaction of all outstanding obligations and liabilities the remaining assets of the corporation shall be transferred to the Veterans' Administration to be applied to the care and comfort of blinded veterans. 897. 898. Use of assets upon dissolution or liquidation. Reservation of right to amend or repeal chapter. § 881. Corporation created; short title (a) The following persons: Charles G. Berwind, Philadelphia, Pennsylvania; Mark Willcox, Junior, Philadelphia, Pennsylvania; Earle S. Thompson, New York, New York; Archie O. Dawson, New York, New York; Isadore A. Wyner, New York, New York; and their successors, are hereby created and declared to be a body corporate of the District of Columbia, where its legal domicile shall be, by the name of the Big Brothers-Big Sisters 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. (b) This chapter may be cited as the "Big Brothers Big Sisters of America". (Pub. L. 85-870, § 1, Sept. 2, 1958, 72 Stat. 1691; Pub. L. 95-167, § 1(a), Nov. 11, 1977, 91 Stat. 1347.) REFERENCES IN TEXT Herein, referred to in subsec. (a), means Pub. L. 85-870, Sept. 2, 1958, 72 Stat. 1691, as amended, which is classified generally to this chapter. For complete classification of this Act to the Code, see Tables. AMENDMENTS 1977-Pub. L. 95-167 designated existing provisions as subsec. (a) and, as so designated, substituted "Big Brothers Big Sisters of America" for "Big Brothers of America" and added subsec. (b). § 882. Omitted CODIFICATION Section, Pub. L. 85-870, § 2, Sept. 2, 1958, 72 Stat. 1691, related to the procedure for the completion of the organization of the corporation. § 883. Purposes of corporation The purposes of the corporation shall be to aid and assist individuals throughout the United States of America in the solution of their social and economic problems, and assist in their health, educational and character development; to promote the use of the techniques of such assistance developed by the corporation, by other lay and professional agencies and workers, to receive, invest, and disburse funds and to hold property for the purposes of the corporation. (Pub. L. 85-870, § 3, Sept. 2, 1958, 72 Stat. 1691; Pub. L. 95–167, § 1(b), Nov. 11, 1977, 91 Stat. 1347.) AMENDMENTS 1977-Pub. L. 95-167 substituted "individuals" for "boys" and struck out "and Canada" following "United States of America". § 884. 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 individ ual 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. (Pub. L. 85-870, § 4, Sept. 2, 1958, 72 Stat. 1691.) § 885. Principal office; scope of activities; resident agent (a) The principal office of the corporation shall be located in Philadelphia, Pennsylvania, 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. (Pub. L. 85-870, § 5, Sept. 2, 1958, 72 Stat. 1692; Pub. L. 95-167, § 1(c), Nov. 11, 1977, 91 Stat. 1347.) AMENDMENTS 1977-Subsec. (a). Pub. L. 95-167 struck out "and in Canada to the extent permitted by Canadian laws" following "possessions of the United States". § 886. Membership; voting rights Eligibility for membership in the corporation and the rights, privileges, and designations 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. (Pub. L. 85-870, § 6, Sept. 2, 1958, 72 Stat. 1692.) § 887. 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 Big Brothers of America, Incorporated, the corporation described in section 896(a) of this title, or such of them as may then be living and are qualified members of said board of directors, to wit: Justice Tom Clark, Washington, D.C. (honorary); Honorable Stuart Garson, Ottawa, Ontario, Canada (honorary); Honorable Luther W. Youngdahl, Washington, District of Columbia (honorary); Charles G. Berwind, Philadelphia, Pennsylvania; Henry J. Benisch, Brooklyn, New York; J. Carroll Brown, Lansing, Michigan; Benjamin van D. Hedges, New York City, New York; Honorable Thomas C. Hennings, Junior, Washington, District of Columbia; Doctor Kenneth D. Johnson, New York City, New York; Charles B. Levinson, Cincinnati, Ohio; Walter H. Levy, Providence, Rhode Island; Richard Loud, Boston, Massachusetts; George O. Ludcke, Junior, Minneapolis, Minnesota; Charles E. McMartin, Saginaw, Michigan; James B. Reese, Los Angeles, California; Canon John Samuel, Hamilton, Ontario, Canada; Maurice Schwarz, Junior, Los Angeles, California; Isadore M. Scott, Philadelphia, Pennsylvania; Robert L. Walston, Houston, Texas; 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. (Pub. L. 85-870, § 7, Sept. 2, 1958, 72 Stat. 1692; Pub. L. 95-167, § 1(d), Nov. 11, 1977, 91 Stat. 1347.) REFERENCES IN TEXT Upon the enactment of this chapter, referred to in subsec. (a), means upon the enactment of Pub. L. 85-870, which was enacted Sept. 2, 1958. Section 896(a) of this title, referred to in subsec. (a), was omitted from the Code. AMENDMENTS 1977-Subsec. (a). Pub. L. 95-167 substituted "section 896(a) of this title" for "section 896 of this title". § 888. 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. (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. (Pub. L. 85-870, § 8, Sept. 2, 1958, 72 Stat. 1693.) 8889. 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. (Pub. L. 85-870, § 9, Sept. 2, 1958, 72 Stat. 1693.) § 890. 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. (Pub. L. 85-870, § 10, Sept. 2, 1958, 72 Stat. 1694.) 8 891. 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. (Pub. L. 85-870, § 11, Sept. 2, 1958, 72 Stat. 1694.) § 892. 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. (Pub. L. 85-870, § 12, Sept. 2, 1958, 72 Stat. 1694.) § 893. 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. (Pub. L. 85-870, § 13, Sept. 2, 1958, 72 Stat. 1694.) § 894. Repealed. Pub. L. 88–504, § 4(31), Aug. 30, 1964, 78 Stat. 637 Section, Pub. L. 85-870, § 14, Sept. 2, 1958, 72 Stat. 1694, related to audit of financial transactions and report of such audit to Congress. See sections 1101 to 1103 of this title. § 895. Exclusive right to name, emblems, seals, and badges The corporation and its subordinate divisions shall have the sole and exclusive right to use any of the following names: The Big Brothers of America; Big Sisters International, Incorporated; Big Sisters of America; Big Brothers; Big Sisters; Big Brothers-Big Sisters of America; and Big Sisters-Big Brothers. The corporation shall have the exclusive and sole right to use or to allow or refuse the use of such emblems, seals, and badges as have heretofore been used by the predecessor New York corporation, Big Brothers of America, Incorporated, described in section 896(a) of this title, and by the District of Columbia corporation, Big Sisters International, Incorporated, described in section 896(b) of this title, and the right to which may be transferred to the corporation. § 896. Acquisition of assets and liabilities of existing corporation (a) Omitted (b) The corporation may acquire the assets of Big Sisters International, Incorporated, a corporation organized under the laws of the District of Columbia, upon discharging or satisfactorily providing for the payment and discharge of all of the liability of such corporation and upon complying with all laws of the District of Columbia applicable thereto. (Pub. L. 85-870, § 16, Sept. 2, 1958, 72 Stat. 1695; Pub. L. 95-167, § 1(f), Nov. 11, 1977, 91 Stat. 1347.) CODIFICATION Subsection (a) of this section 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 Big Brothers of America, Inc. AMENDMENTS 1977-Subsec. (b). Pub. L. 95-167 added subsec. (b). SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in section 895 of this title. § 897. 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. (Pub. L. 85-870, § 17, Sept. 2, 1958, 72 Stat. 1695.) § 898. Reservation of right to amend or repeal chapter The right to alter, amend, or repeal this chapter is expressly reserved. (Pub. L. 85-870, § 18, Sept. 2, 1958, 72 Stat. 1695.) (Pub. L. 85-870, § 15, Sept. 2, 1958, 72 Stat. 1694; Pub. L. 95-167, § 1(e), Nov. 11, 1977, 91 Stat. 1347.) 911. 912. Omitted. 913. 914. Principal office; scope of activities; resident agent. Governing body. (a) Composition. (b) Tenure. (c) Duties. Officers of corporation; election; tenure; duties. 1977-Pub. L. 95-167 substituted "any of the following names: The Big Brothers of America; Big Sisters International, Incorporated; Big Sisters of America; Big Brothers; Big Sisters; Big Brothers Big Sisters of America; and Big Sisters-Big Brothers" for "the name, The Big Brothers of America" and "section 896(a) of this title, and by the District of Columbia corporation, Big Sisters International, Incorporated, described in section 896(b) of this title," for "section 896 of this title". 917. |