USC Chapter 221

USC Chapter 221
in effect

36 U.S.C. § 22101 Organization

(a) Federal Charter.—The American Society of International Law (in this chapter, the “corporation”) is a federally chartered corporation. (b) Perpetual Existence.—Except as otherwise provided, the corporation has perpetual existence.

36 U.S.C. § 22102 Purposes

The purposes of the corporation are— (1) to foster the study of international law; and (2) to promote the establishment and maintenance of international relations on the basis of law and justice.

36 U.S.C. § 22103 Governing body

(a) Executive Council.—(1) The executive council is the governing body of the corporation. However, the council is subject to the directions of the corporation at its annual meetings and at any other meeting called under the constitution, bylaws, or regulations of the corporation. (2) The council consists of a president, an honorary president, a number of vice presidents and honorary vice presidents as provided in the constitution, a secretary, a treasurer, and at least 24 additional individuals. (b) Election and Terms.—The officers of the corporation and one-third of the other members of the council shall be elected at each annual meeting of the corporation. However, the constitution may authorize the council—(1) to elect the secretary and the treasurer of the corporation for specified terms; and (2) to fill vacancies until the next annual meeting.

36 U.S.C. § 22104 Powers

The corporation may— (1) adopt and amend a constitution, bylaws, and regulations 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) publish a journal and other publications; (8) sue and be sued; and (9) do any other act necessary and proper to carry out the purposes of the corporation.

36 U.S.C. § 22105 Restrictions

(a) Profit.—The corporation may not operate for profit. (b) Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend. (c) Political Activities.—The corporation or an officer or member of the executive council as such may not contribute to, support, or assist a political party or candidate for elective public office. (d) Distribution of Income or Assets.—The income or assets of the corporation may not inure to the benefit of, or be distributed to, a member of the corporation or an officer or member of the executive council, except on the dissolution or final liquidation of the corporation. (e) Loans.—The corporation may not make a loan or advance to an officer or member of the executive council. Members of the council who vote for or assent to making a loan or advance to an officer or member of the council, 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.

36 U.S.C. § 22106 Principal office

The principal office of the corporation shall be in the District of Columbia. However, the activities of the corporation are not confined to the District of Columbia but may be conducted throughout the United States.

36 U.S.C. § 22107 Records and inspection

(a) Records.—The corporation shall keep—(1) correct and complete records of account; (2) minutes of the proceedings of its members, executive council, and committees having any of the authority of its executive council; and (3) at its principal office, a record of the names and addresses of its members entitled to vote. (b) Inspection.—A member, or an agent or attorney of the member, may inspect the records of the corporation for any proper purpose, at any reasonable time.

36 U.S.C. § 22108 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.

36 U.S.C. § 22109 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.

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