USC Chapter 311

in effect

36 U.S.C. § 31101 Organization

(a) Federal Charter.—Boys & Girls Clubs of America (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.

36 U.S.C. § 31102 Purposes

The purposes of the corporation are— (1) to promote the health, social, educational, vocational, and character development of youth throughout the United States; and (2) to receive, invest, and disburse funds and to hold property for the purposes of the corporation.

36 U.S.C. § 31103 Membership

(a) Eligibility.—Except as provided in this chapter, eligibility for membership in the corporation and the rights, privileges, and designation of classes of members are as provided in the constitution and bylaws of the corporation. (b) Voting.—Each member has one vote on each matter submitted to a vote at a meeting of the members. (c) Benefits of Member Organizations.—Each organization that is a member of the corporation as provided in the constitution of the corporation is entitled to all the benefits of incorporation under this chapter. Those benefits cease immediately on termination of membership, whether by—(1) resignation from the corporation; or (2) termination of its membership by the board of directors of the corporation as provided in the constitution.

36 U.S.C. § 31104 Governing body

(a) Board of Directors.—(1) The board of directors is the governing body of the corporation. The powers, duties, and responsibilities of the board are as provided in the constitution and bylaws of the corporation. (2) The number of directors is as provided in the constitution of the corporation. Their manner of selection (including the filling of vacancies) and their term of office are as provided in the constitution and bylaws. (b) Officers.—(1) The officers of the corporation are a chairman of the board of directors, a president, one or more vice presidents as provided in the constitution and bylaws, a secretary, a treasurer, and one or more assistant secretaries and assistant treasurers as provided in the constitution and bylaws. (2) The manner of election, term of office, and duties of the officers are as provided in the constitution and bylaws.

36 U.S.C. § 31105 Powers

The corporation may— (1) adopt and amend a constitution and bylaws for the management of its property and the regulation of its affairs; (2) adopt and alter a corporate seal; (3) choose officers, managers, agents, and employees as the activities of the corporation require; (4) make contracts; (5) acquire, own, lease, encumber, and transfer property as necessary or convenient 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; and (7) sue and be sued.

36 U.S.C. § 31106 Restrictions

(a) Stock and Dividends.—The corporation may not issue stock or declare or pay a dividend. (b) Political Activities.—The corporation or a director or officer as such may not contribute to, support, or assist a political party or candidate for public office. (c) Distribution of Income or Assets.—The income or assets of the corporation may not inure to the benefit of, or be distributed to, a director, officer, or member as such during the life of the corporation or on its dissolution or final liquidation. This subsection does not prevent the payment of compensation to an officer in an amount approved by the board of directors. (d) Loans.—The corporation may not make a loan or advance to a director, officer, or employee. Directors who vote for or assent to making a loan or advance to a director, officer, or employee, 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. § 31107 Principal office

The principal office of the corporation shall be in New York, New York, or another place decided by the board of directors. However, the activities of the corporation are not confined to the place where the principal office is located but may be conducted throughout the States, territories, and possessions of the United States.

36 U.S.C. § 31108 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.

36 U.S.C. § 31109 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. § 31110 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.

36 U.S.C. § 31111 Distribution 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 distributed as provided by the board of directors, but in compliance with the constitution and bylaws of the corporation.