§ 20. Corporation created; purposes; right to hold property; constitution, by-laws, and seal; principal office; reports; historical material Andrew D. White, of Ithaca, in the State of New York; George Bancroft, of Washington, in the District of Columbia; Justin Winsor, of Cambridge, in the State of Massachusetts; William F. Poole, of Chicago, in the State of Illinois; Herbert B. Adams, of Baltimore, in the State of Maryland; Clarence W. Bowen, of Brooklyn, in the State of New York, their associates and successors, are created in the District of Columbia a body corporate and politic, by the name of the American Historical Association, for the promotion of historical studies, the collection and preservation of historical manuscripts, and for kindred purposes in the interest of American history and of history in America. Said association is authorized to hold real and personal estate in the District of Columbia so far only as may be necessary to its lawful ends, to adopt a constitution, and to make by-laws not inconsistent with law. Said association shall have its principal office at Washington, in the District of Columbia, and may hold its annual meetings in such places as the said incorporators shall determine. Said association shall report annually to the Secretary of the Smithsonian Institution concerning its proceedings and the condition of historical study in America. Said Secretary shall communicate to Congress the whole of such reports, or such portion thereof as he shall see fit. The Regents of the Smithsonian Institution are authorized to permit said association to deposit its collections, manuscripts, books, pamphlets, and other material for history in the Smithsonian Institution or in the National Museum; at their discretion, upon such conditions and under such rules as they shall prescribe. (Jan. 4, 1889, ch. 20, 25 Stat. 640; July 3, 1957, Pub. L. 85-83, § 1, 71 Stat. 276.) AMENDMENTS 1957-Pub. L. 85-83 substituted the words "as may be necessary to its lawful ends" for the words "only as may be necessary to its lawful ends to an amount not exceeding five hundred thousand dollars”. TAX EXEMPTION OF REAL PROPERTY Section 2 of Pub. L. 85-83 provided that: "The real property situated in Square 817, in the city of Washington, District of Columbia, described as lot 23, owned, occupied, and used by the American Historical Association, is exempt from all taxation so long as the Francis Henry Appleton, of Massachusetts; Lucius P. Deming, of Connecticut; William Seward Webb, of Vermont; Horace Porter, of New York; Joseph C. Breckinridge, of Washington, District of Columbia; Franklin Murphy, of New Jersey; Walter S. Logan, of New York; Edwin Warfield, of Maryland; Edwin S. Greeley, of Connecticut; James D. Hancock, of Pennsylvania; Morris B. Beardsley, of Connecticut; John C. Lewis, of Kentucky; Henry Stockbridge, of Maryland; Nelson A. McClary, of Illinois; A. Howard Clark, of Washington, District of Columbia; Isaac W. Birdseye, of Connecticut; William K. Wickes, of New York; J. W. Atwood, of Ohio; J. W. Whiting, of Alabama; Ricardo E. Miner, of Arizona; Joseph M. Hill, of Arkansas; Alexander G. Eells, of California; Clarkson N. Guyer, of Colorado; Jonathan Trumbull, of Connecticut; Thomas F. Bayard, of Delaware; William H. Bayly, of Washington, District of Columbia; William S. Keyser, of Florida; Charles M. Cook, of Hawaii; Inman H. Fowler, of Indiana; Eugene Secor, of Iowa; John M. Meade, of Kansas; Peter F. Pescud, of Louisiana; Waldo Pettengill, of Maine; James D. Iglehart, of Maryland; Moses G. Parker, of Massachusetts; Rufus W. Clark, of Michigan; James C. Haynes, of Minnesota; Ashley Cabell, of Missouri; Ogden A. Southmayd, of Montana; Amos Field, of Nebraska; Daniel C. Roberts, of New Hampshire; J. Franklin Fort, of New Jersey; William A. Marble, of New York; Isaac F. Mack, of Ohio; Henry H. Edwards, of Oklahoma; Thomas M. Anderson, of Oregon; William L. Jones, of Pennsylvania; John E. Studely, of Rhode Island; Theodore G. Carter, of South Dakota; J. A. Cartwright, of Tennessee; I. M. Standifer, of Texas; Fred A. Hale, of Utah; Henry D. Holton, of Vermont; Lunsford L. Lewis, of Virginia; Cornelius H. Hanford, of Washington; J. Franklin Pierce, of Wisconsin; Truman G. Avery, of New York; William W. J. Warren, of New York; Henry V. A. Joslin, of Rhode Island; John Paul Earnest, of Washington, District of Columbia; A. S. Hubbard, of California, and all such other persons as may from time to time be associated with them, and their successors, are hereby constituted a body corporate and politic, in the city of Washington, in the District of Columbia, by the name of the National Society of the Sons of the American Revolution. (June 9, 1906, ch. 3065, § 1, 34 Stat. 227.) § 20b. Purposes of corporation The purposes and objects of corporation are declared to be patriotic, historical, and educational, and shall include those intended or designed to perpetuate the memory of the men who, by their services or sacrifices during the war of the American Revolution, achieved the independence of the American people; to unite and promote fellowship among their descendants; to inspire them and the community at large with a more profound reverence for the principles of the Government founded by our forefathers; to encourage historical research in relation to the American Revolution; to acquire and preserve the records of the individual services of the patriots of the war, as well as documents, relics, and landmarks; to mark the scenes of the Revolution by appropriate memorials; to celebrate the anniversaries of the prominent events of the war and of the Revolutionary period; to foster true patriotism; to maintain and extend the institutions of American freedom, and to carry out the purposes expressed in the preamble to the Constitution of our country and the injunctions of Washington in his farewell address to the American people. (June 9, 1906, ch. 3065, § 2, 34 Stat. 227.) CROSS REFERENCES AMENDMENTS 1961-Pub. L. 87-214 deleted "to an amount not exceeding at any one time in the aggregate $500,000" following "convenient for its lawful purposes". § 20d. Trustees The property and affairs of said corporation shall be managed by not less than forty trustees, who shall be elected annually at such time as shall be fixed by the by-laws, and at least one trustee shall be elected annually from a list of nominees to be made by each of the State societies and submitted in this society at least thirty days before the annual meeting, in accordance with the general provisions regulating such nominations as may be adopted by this society. (June 9, 1906, ch. 3065, § 4, 34 Stat. 228; Feb. 6, 1925, ch. 142, 43 Stat. 808.) AMENDMENTS 1925-Act Feb. 6, 1925, deleted "more than sixty nor" preceding "less than forty trustees". §§ 20e, 20f. Omitted CODIFICATION Section 20e, act June 9, 1906, ch. 3065, § 5, 34 Stat. 228, related to the procedure for calling the first meeting of the Sons of the American Revolution. Section 20f, act June 9, 1906, ch. 3065, § 6, 34 Stat. 228, related to the procedure for the acceptance of the charter of the Sons of the American Revolution. § 20g. Reservation of right to amend or repeal chapter Congress reserves the right to alter, amend, or repeal this chapter. (June 9, 1906, ch. 3065, § 7, 34 Stat. 228.) CHAPTER 2-BOY SCOUTS OF AMERICA 24. The corporation shall have power to receive, purchase, hold, sell, and convey real and personal estate, so far only as may be necessary or convenient for its lawful purposes; to sue and be sued, complain and defend in any court; to adopt a common seal, and to alter the same at pleasure; to make and adopt a constitution, bylaws, rules, and regulations for admission, government, suspension, and expulsion of its members, and from time to time to alter and repeal such constitution, by-laws, rules, and regulations, and to adopt others in their places; to provide for the election of its officers and to define their duties; to provide for State societies or chapters with rules for their conduct, and to regulate and provide for the management, safe-keeping, and protection of its property and funds: Provided always, That such constitution, by-laws, rules, and regulations be not inconsistent with the laws of the United States or any of the States thereof. (June 9, 1906, ch. 3065, § 3, 34 Stat. 228; Sept. 8, 1961, Pub. L. 87-214, 75 Stat. 489.) Corporation created. Name; general powers and duties. Acquisition of assets and liabilities of existing corporation; prohibition against issuance of stock or payment of dividends. Executive board; powers. Exclusive right to emblems, badges, marks, and words or phrases. 25. 26. Annual and special meetings; quorum. 27. 28. 29. Reports to Congress. Reservation of right to amend or repeal chapter. § 21. Corporation created Colin H. Livingstone and Ernest P. Bicknell, of Washington, District of Columbia; Benjamin L. Dulaney, of Bristol, Tennessee; Milton A. McRae, of Detroit, Michigan; David Starr Jordan, of Berkeley, California; F. L. Seely, of Asheville, North Carolina; A. Stamford White, of Chicago, Illinois; Daniel Carter Beard, of Flushing, New York; George D. Pratt, of Brooklyn, New York; Franklin C. Hoyt, Jeremiah W. Jenks, Charles P. Neill, Frank Presbrey, Edgar M. Robinson, Mortimer L. Schiff, and James E. West, of New York, New York; G. Barrett Rich, junior, of Buffalo, New York; Robert Garrett, of Baltimore, Maryland; John Sherman Hoyt, of Norwalk, Connecticut; Charles C. Jackson, of Boston, Massachusetts; John H. Nicholson, of Pittsburgh, Pennsylvania; William D. Murray, of Plainfield, New Jersey; and George D. Porter, of Philadelphia, Pennsylvania, their associates and successors, are created a body corporate and politic of the District of Columbia, where its domicile shall be. (June 15, 1916, ch. 148, § 1, 39 Stat. 227.) SECTION REFERRED TO IN OTHER SECTIONS This section is referred to in section 25 of this title. § 22. Name; general powers and duties The name of the corporation created by this chapter shall be "Boy Scouts of America", and by that name it shall have perpetual succession, with power to sue and be sued in courts of law and equity within the jurisdiction of the United States; to hold such real and personal estate as shall be necessary for corporate purposes, and to receive real and personal property by gift, devise, or bequest; to adopt a seal, and the same to alter and destroy at pleasure; to have offices and conduct its business and affairs within and without the District of Columbia and in the several States and Territories of the United States; to make and adopt by-laws, rules, and regulations not inconsistent with the laws of the United States of America, or any State thereof, and generally to do all such acts and things (including the establishment of regulations for the election of associates and successors) as may be necessary to carry into effect the provisions of this chapter and promote the purposes of said corporation. (June 15, 1916, ch. 148, § 2, 39 Stat. 227.) FEDERAL RULES OF CIVIL PROCEDURE Federal Rules of Civil Procedure as governing the procedure in all suits of a civil nature whether cognizable as cases at law or in equity, see rule 1, Title 28, Appendix, Judiciary and Judicial Procedure. One form of action, see rule 2. Service of process upon agent of domestic or foreign corporation, see rule 4. § 23. Purposes of corporation The purpose of the corporation shall be to promote, through organization, and cooperation with other agencies, the ability of boys to do things for themselves and others, to train them in scoutcraft, and to teach them patriotism, courage, self-reliance, and kindred virtues, using the methods which were in common use by Boy Scouts on June 15, 1916. (June 15, 1916, ch. 148, § 3, 39 Stat. 228.) § 24. Acquisition of assets and liabilities of existing corporation; prohibition against issuance of stock or payment of dividends Said corporation may acquire, by way of gift, all the assets of the existing national organization of Boy Scouts, a corporation under the laws of the District of Columbia, and defray and provide for any debts or liabilities to the discharge of which said assets shall be applicable; but said corporation shall have no power to issue certificates of stock or to declare or pay dividends, its object and purposes being solely of a benevolent character and not for pecuniary profit to its members. (June 15, 1916, ch. 148, § 4, 39 Stat. 228.) CROSS REFERENCES Exemption from income tax of certain organizations, see section 501 of Title 26, Internal Revenue Code. § 25. Executive board; powers The governing body of the said Boy Scouts of America shall consist of an executive board composed of citizens of the United States. The number, qualifications, and terms of office of members of the executive board shall be prescribed by the by-laws. The persons mentioned in section 21 of this title shall constitute the first executive board and shall serve until their successors are elected and have qualified. Vacancies in the executive board shall be filled by a majority vote of the remaining members thereof. The bylaws may prescribe the number of members of the executive board necessary to constitute a quorum of the board, which number may be less than a majority of the whole number of the board. The executive board shall have power to make and to amend the bylaws, and, by a two-thirds vote of the whole board at a meeting called for this purpose, may authorize and cause to be executed mortgages and liens upon the property of the corporation. The executive board may, by resolution passed by a majority of the whole board, designate three or more of their number to constitute an executive or governing committee, of which a majority shall constitute a quorum, which committee, to the extent provided in said resolution or in the bylaws of the corporation, shall have and exercise the powers of the executive board in the management of the business affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. The executive board, by the affirmative vote of a majority of the whole board, may appoint any other standing committees, and such standing committees shall have and may exercise such powers as shall be conferred or authorized by the bylaws. With the consent in writing and pursuant to an affirmative vote of a majority of the members of said corporation, the executive board shall have authority to dispose in any manner of the whole property of the corporation. (June 15, 1916, ch. 148, § 5, 39 Stat. 228.) CROSS REFERENCES Citizenship clause, see Const. Amend. 14, § 1. § 26. Annual and special meetings; quorum An annual meeting of the incorporators, their associates and successors, shall be held once in every year after the year of incorporation, at such time and place as shall be prescribed in the bylaws, when the annual reports of the officers and executive board shall be presented and members of the executive board elected for the ensuing year. Special meetings of the corporation may be called upon such notice as may be prescribed in the bylaws. The number of members which shall constitute a quorum at any annual or special meeting shall be prescribed in the bylaws. The members and executive board shall have power to hold their meetings and keep the seal, books, documents, and papers of the corporation within or without the District of Columbia. (June 15, 1916, ch. 148, § 6, 39 Stat. 228.) § 27. Exclusive right to emblems, badges, marks, and words or phrases The corporation shall have the sole and exclusive right to have and to use, in carrying out its purposes, all emblems and badges, descriptive or designating marks, and words or phrases now or heretofore used by the Boy Scouts of America in carrying out its program, it being distinctly and definitely understood, however, that nothing in this chapter shall interfere or conflict with established or vested rights. (June 15, 1916, ch. 148, § 7, 39 Stat. 228.) Arthur O. Choate, of New York, New York; Mrs. Frederick H. Brooke, of Washington, District of Columbia; Mrs. Vance C. McCormick, of Harrisburg, Pennsylvania; Mrs. Harvey S. Mudd, of Los Angeles, California; Mrs. Alan H. Means, of Los Angeles, California; Mrs. C. Vaughan Ferguson, of Schenectady, New York; Doctor Mary H. S. Hayes, of New York, New York; Mrs. Walter N. Rothschild, of New York, New York; Mrs. Charles Kendrick, of San Francisco, California; Mrs. Frederick H. Bucholz, of Omaha, Nebraska; Mrs. Nathan Mobley, of Greenwich, Connecticut; Mrs. Amory Houghton, of Corning, New York; Mrs. Gordon Hunger, of Scarsdale, New York; Mrs. Charles H. Ridder, of New York, New York; Mrs. Paul Rittenhouse, of New York, New York; Mrs. Alfred R. Bachrach, of New York, New York; Mrs. Stanlee T. Bates, of Cleveland Heights, Ohio; Mrs. D. D. Bovaird, of Tulsa, Oklahoma; Mrs. W. Wright Byran, of Atlanta, Georgia; Mrs. R. A. Burnett, of Amarillo, Texas; Mrs. Cyril T. Carney, of Des Moines, Iowa; Mrs. Leonard G. Carpenter, of Crystal Bay, Minnesota; Mrs. Everett Case, of Hamilton, New York; Doctor Rosalind Cassidy, of Santa Monica, California; Mrs. H. S. Fenimore Cooper, of Cooperstown, New York; Mrs. J. Roger DeWitt, of Independence, Missouri; Mrs. R. T. Dozier, of Montgomery, Alabama; Mrs. Charles W. Farnsworth, of Concord, Massachusetts; Mrs. Merritt Farrell, of Newtown, Ohio; Mrs. W. V. M. Fawcett, of Newton, Massachusetts; Mrs. J. T. Finlen, of Butte, Montana; Mrs. John A. Frick, of Allentown, Pennsylvania; Mrs. A. B. Graham, of Portland, Oregon; Mrs. Edward F. Johnson, of Scarsdale, New York; Mrs. Charles H. Larkin Second, of Eden, New York; Mrs. Roy F. Layton, of Chevy Chase, Maryland; Mrs. James P. McGranery, of Philadelphia, Pennsylvania; Mrs. Julius Mark, of New York, New York; Miss Clementine Miller, of Columbus, Indiana; Mrs. Dudley H. Mills, of Glen Head, Long Island, New York; Mrs. Hilleary L. Murray, of Minneapolis, Minnesota; Mrs. C. E. Robbins, of Pierre, South Dakota; Mrs. Harry M. Robbins, of Seattle, Washington; Mrs. Snelling Robinson, of Lake Forest, Illinois; Mrs. Harry M. Sartoris, of Washington, District of Columbia; Mrs. Theodore Squier, of Milwaukee, Wisconsin; Miss Dorothea Sullivan, of Washington, District of Columbia; Mrs. John Arthur Thum, of Glendora, California; Mrs. George L. Todd, of Rochester, New York; Mrs. Abe D. Waldauer, of Memphis, Tennessee; Mrs. Frank L. Weil, of New York, New York; Mrs. John M. Whalen, of Kingston, Rhode Island; Mrs. William T. Wilson, Junior, of WinstonSalem, North Carolina; Mrs. Albert E. Winger, of New York, New York; Mrs. Arthur Woods, of Washington, District of Columbia, officers, directors, or members; and their associates and successors, constituting Girl Scouts of the United States of America, a membership corporation organized under the laws of the District of Columbia (hereinafter referred to as the "old corporation"), are incorporated a body corporate and politic of the District of Columbia, where its domicile shall be. (Mar. 16, 1950, ch. 62, § 1, 64 Stat. 22.) RESERVATION OF POWER TO REPEAL, ALTER, OR AMEND CHAPTER Section 9 of act Mar. 16, 1950, provided that: "Congress shall have the right to repeal, alter, or amend this Act [enacting this chapter] at any time." § 32. Name; general powers and duties The name of such corporation shall be Girl Scouts of the United States of America (hereinafter referred to as the "corporation"), and by that name it shall have perpetual succession, with power to sue and be sued in courts of law and equity within the jurisdiction of the United States; to take, receive, and hold, in trust or otherwise, and to sell and convey real and personal property necessary for its corporate purposes, and other real and personal property, the income from which shall be applied to its corporate purposes; to adopt a seal, and to alter or destroy such seal; to have offices and to conduct its business and affairs within and without the District of Columbia and in the several States, Territories, and possessions of the United States; to adopt a constitution, bylaws, rules, and regulations (including regulations for the election of associates and successors) not inconsistent with the laws of the United States, or any State thereof, and from time to time to alter such constitution, bylaws, rules, and regulations and generally to perform such acts as may be necessary to carry out the purposes of this chapter and promote the purposes of the corporation. (Mar. 16, 1950, ch. 62, § 2, 64 Stat. 23.) FEDERAL RULES OF CIVIL PROCEDURE Federal Rules of Civil Procedure as governing the procedure in all suits of a civil nature whether cognizable as cases at law or in equity, see rule 1, Title 28, Appendix, Judiciary and Judicial Procedure. One form of action, see rule 2. Service of process upon agent of domestic or foreign corporation, see rule 4. CROSS REFERENCES Exemption from income tax of certain organizations, see section 501 of Title 26, Internal Revenue Code. § 33. Purposes of corporation The purposes of the corporation shall be to promote the qualities of truth, loyalty, helpfulness, friendliness, courtesy, purity, kindness, obedience, cheerfulness, thriftiness, and kindred virtues among girls, as a preparation for their responsibilities in the home and for service to the community, to direct and coordinate the Girl Scout movement in the United States, its Territories, and possessions, and to fix and maintain standards for the movement which will inspire the rising generation with the highest ideals of character, patriotism, conduct, and attainment, which purposes shall be nonsectarian, nonpolitical, and not for pecuniary profit. (Mar. 16, 1950, ch. 62, § 3, 64 Stat. 23.) § 34. National Council; powers; board of directors; executive committee There shall be a National Council of Girl Scouts (hereinafter referred to as the "national council"), which shall have power to make and amend a constitution and bylaws, and to elect a board of directors, and officers and agents. The number, qualifications, and terms of office of members of the national council shall be prescribed by the constitution, except that they shall be citizens of the United States. The constitution may prescribe the number of members of the national council necessary to constitute a quorum, which number may be less than a majority of the whole number. The affairs of the corporation between meetings of the national council shall be managed by a board of directors, except that the bylaws may provide for an executive committee to exercise the powers of the board of directors in the interim between its meetings, and for other committees to operate under the general supervision of the board of directors. The number, qualifications, and terms of office of members of the board of directors shall be prescribed by the constitution. The constitution may prescribe the number of members of the board of directors necessary to constitute a quorum which number shall not be less than twenty, or two-fifths of the whole number. The board of directors, to the extent provided in the constitution and bylaws, shall have the powers of the national council, in the interim between its meetings. The national council, or between meetings thereof, the board of directors, may authorize and cause to be executed leases, mortgages, and liens upon, and sales and conveyances of, any of the property of the corporation; and the proceeds arising therefrom shall be applied or invested for the use and benefit of the corporation. (Mar. 16, 1950, ch. 62, § 4, 64 Stat. 23; Aug. 14, 1953, ch. 486, § 1, 67 Stat. 582.) AMENDMENTS 1953-Act Aug. 14, 1953, made it clear that only citizens of the United States may be members of the National Council. CROSS REFERENCES Citizenship clause, see Const. Amend. 14, § 1. § 35. Regular and special meetings Meetings of the national council shall be held as provided in the constitution, for elections, and to receive the reports of the officers and board of directors. Special meetings may be called as prescribed in the constitution. The national council and the board of directors shall have power to hold meetings and keep the seal, books, documents, and papers of the corporation within or without the District of Columbia. (Mar. 16, 1950, ch. 62, § 5, 64 Stat. 24; Aug. 14, 1953, ch. 486, § 1, 67 Stat. 582.) AMENDMENTS 1953-Act Aug. 14, 1953, eliminated the provision that there must be a meeting of the National Council at least once every two years. § 36. Exclusive right to emblems, badges, marks, and words or phrases The corporation shall have the sole and exclusive right to have and to use, in carrying out its purposes, all emblems and badges, descrip |