USC Chapter 405

in effect

36 U.S.C. § 40501 Organization

(a) Federal Charter.—Congressional Medal of Honor Society of the United States 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. § 40502 Purposes

The purposes of the corporation are— (1) to form a bond of friendship and comradeship among all holders of the Medal of Honor as presented by Congress; (2) to protect, uphold, and preserve the dignity and honor of the medal at all times and on all occasions; (3) to protect the name of the medal and individual holders of the medal from exploitation; (4) to provide appropriate aid to all persons to whom the medal has been awarded, their widows, or their children; (5) to serve our country in peace as in war; (6) to inspire and stimulate our youth to become worthy citizens of our country; and (7) to foster and perpetuate Americanism.

36 U.S.C. § 40503 Membership

(a) Eligibility.—An individual who has been awarded the Medal of Honor as presented by Congress is eligible for membership in the corporation. An honorary membership may not be granted. (b) Voting.—Each member has one vote on each matter submitted to a vote at a meeting of the members. The vote may be cast in person or by proxy.

36 U.S.C. § 40504 Governing body

(a) Board of Directors.—(1) The board of directors is the governing body of the corporation. The board may exercise, or provide for the exercise of, the powers of the corporation. (2) The number of directors, their manner of election (including the filling of vacancies), and their term of office are as provided in the bylaws. However, the board shall have at least 9 directors. (3) The board shall meet at least annually. Each director has one vote on matters decided by the board. (4) The president of the corporation is the chairman of the board. (b) Officers.—(1) The officers of the corporation are a president, an executive vice president, a secretary, a treasurer, and 6 regional vice presidents as provided in the bylaws. The offices of secretary and treasurer may be combined and held by the same individual, but an individual holding those combined offices has only one vote as a director. (2) The manner of election, term of office, duties, and powers of the officers are as provided in the bylaws.

36 U.S.C. § 40505 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, and agents as the activities of the corporation require; (4) charge and collect membership dues; (5) make contracts; (6) acquire, own, lease, encumber, and transfer property as necessary or convenient to carry out the purposes of the corporation; (7) borrow money, issue instruments of indebtedness, and secure its obligations by granting security interests in its property; (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. § 40506 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 participate in any political activity or in any manner attempt to influence legislation. (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—(1) expenses of officers of the corporation in amounts approved by the board of directors; or (2) appropriate aid to individuals to whom the Medal of Honor has been awarded, their widows, or their children, to carry out the purposes of the corporation. (d) Loans.—The corporation may not make a loan to a director, officer, or employee. Directors and officers who vote for or assent to making a loan to a director, officer, or employee, and officers who participate in making the loan, are jointly and severally liable to the corporation for the amount of the loan until it is repaid.

36 U.S.C. § 40507 Principal office

The principal office of the corporation shall be in the District of Columbia 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. § 40508 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. § 40509 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. § 40510 Liability

(a) Liability of Corporation.—The corporation is liable for the acts of its officers and agents acting within the scope of their authority. (b) Immunity of Individuals.—A member or private individual is not liable for the obligations of the corporation.

36 U.S.C. § 40511 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 bylaws.