CHAPTER 301—BIG BROTHERS—BIG SISTERS OF AMERICA

        

§30101. Organization

(a) Federal Charter.—Big Brothers—Big Sisters 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1314.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30101	36:881.	Sept. 2, 1958, Pub. L. 85–870, §1, 72 Stat. 1691; Nov. 11, 1977, Pub. L. 95–167, §1(a), 91 Stat. 1347.
	36:882.	Sept. 2, 1958, Pub. L. 85–870, §§2, 4(1), 72 Stat. 1691.
	36:884(1).

This section is substituted for the source provisions for consistency in the revised title and to eliminate executed and unnecessary words. The text of 36:881(b) is omitted as unnecessary because of the restatement.

The text of 36:882 is omitted as executed and obsolete.

§30102. Purposes

The purposes of the corporation are—

(1) to assist individuals throughout the United States in solving their social and economic problems and in their health and educational and character development;

(2) to promote the use, by other lay and professional agencies and workers, of the techniques of that assistance developed by the corporation; and

(3) to receive, invest, and disburse funds and hold property for the purposes of the corporation.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1314.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30102	36:883.	Sept. 2, 1958, Pub. L. 85–870, §3, 72 Stat. 1691; Nov. 11, 1977, Pub. L. 95–167, §1(b), 91 Stat. 1347.

In clause (1), the words "aid" and "of America" are omitted as unnecessary.

Clause (2) is substituted for "to promote the use of the techniques of such assistance developed by the corporation, by other lay and professional agencies and workers" for clarity.

§30103. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1315.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30103	36:886.	Sept. 2, 1958, Pub. L. 85–870, §6, 72 Stat. 1692.

In subsection (a), the words "are as provided in the constitution and bylaws of the corporation" are substituted for "shall . . . be determined as the constitution and bylaws of the corporation may provide" for consistency in the revised title and to eliminate unnecessary words.

In subsection (b), the words "the right to" are omitted as unnecessary.

§30104. 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. 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, and a treasurer.

(2) The manner of election, term of office, and duties of the officers are as provided in the constitution and bylaws.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1315.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30104(a)	36:887.	Sept. 2, 1958, Pub. L. 85–870, §7, 72 Stat. 1692; Nov. 11, 1977, Pub. L. 95–167, §1(d), 91 Stat. 1347.
30104(b)	36:888.	Sept. 2, 1958, Pub. L. 85–870, §8, 72 Stat. 1693.

In subsection (a), the text of 36:887(a) is omitted as executed and obsolete. In paragraph (1), the word "governing" is substituted for "managing" for consistency in the revised title.

§30105. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1315.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30105	36:884(2)–(9).	Sept. 2, 1958, Pub. L. 85–870, §4(2)–(9), 72 Stat. 1691.
	36:896.	Sept. 2, 1958, Pub. L. 85–870, §16, 72 Stat. 1695; Nov. 11, 1977, Pub. L. 95–167, §1(f), 91 Stat. 1347.

In this section, the text of 36:896 is omitted as executed and obsolete.

In clause (1), the words "and alter" and "not inconsistent with the laws of the United States or any State in which the corporation is to operate" are omitted as unnecessary.

In clause (2), the word "use" is omitted as unnecessary.

In clause (3), the word "activities" is substituted for "business" for consistency in the revised title.

In clause (4), the words "make contracts" are substituted for "contract and be contracted with" to eliminate unnecessary words.

Clause (5) is substituted for "take by lease, gift, purchase, grant, devise, or bequest from any private corporation, association, partnership, firm, or individual 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" and "transfer, convey, lease, sublease, encumber, and otherwise alienate real, personal, or mixed property" for consistency in the revised title and to eliminate unnecessary words. The words "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" are omitted as unnecessary.

In clause (6), the words "instruments of indebtedness" are substituted for "bonds" for consistency in the revised title. The words "secure its obligations by granting security interests in its property" are substituted for "secure the same by mortgage, deed of trust, pledge, or otherwise" to eliminate unnecessary words. The words "for the purposes of the corporation", "therefor", and "subject in every case to all applicable provisions of Federal and State laws" are omitted as unnecessary.

In clause (7), the words "complain, and defend in any court of competent jurisdiction" are omitted as unnecessary.

§30106. Exclusive right to names, seals, emblems, and badges

The corporation and its subordinate divisions have the exclusive right to use the 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", and to use and to allow others to use seals, emblems, and badges the corporation adopts.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1315.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30106	36:895.	Sept. 2, 1958, Pub. L. 85–870, §15, 72 Stat. 1694; Nov. 11, 1977, Pub. L. 95–167, §1(e), 91 Stat. 1347.

The word "sole" is omitted as included in "exclusive". The words "or refuse" are omitted as unnecessary. The words "the corporation adopts" are substituted for "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" for consistency in the revised title.

§30107. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1315.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30107(a)	36:892.	Sept. 2, 1958, Pub. L. 85–870, §§9, 10, 12, 72 Stat. 1693, 1694.
30107(b)	36:890.
30107(c)	36:889(a).
30107(d)	36:889(b).

In subsection (a), the words "any shares of" are omitted as unnecessary.

In subsection (c), the words "inure to the benefit of" are substituted for "inure to" for consistency in the revised title.

In subsection (d), the words "or advance" are added in 2 places for consistency in the subsection.

§30108. Principal office

The principal office of the corporation shall be in Philadelphia, Pennsylvania, 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1316.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30108	36:885(a).	Sept. 2, 1958, Pub. L. 85–870, §5(a), 72 Stat. 1692; Nov. 11, 1977, Pub. L. 95–167, §1(c), 91 Stat. 1347.

The word "various" is omitted as unnecessary.

§30109. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1316.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30109	36:893.	Sept. 2, 1958, Pub. L. 85–870, §13, 72 Stat. 1694.

The word "records" is substituted for "books and records" for consistency in the revised title and with other titles of the United States Code.

§30110. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1316.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30110	36:885(b).	Sept. 2, 1958, Pub. L. 85–870, §5(b), 72 Stat. 1692.

The words "at all times" are omitted as unnecessary.

§30111. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1316.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30111	36:891.	Sept. 2, 1958, Pub. L. 85–870, §11, 72 Stat. 1694.

§30112. 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.

(Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1316.)

Historical and Revision Notes

Revised Section	Source (U.S. Code)	Source (Statutes at Large)
30112	36:897.	Sept. 2, 1958, Pub. L. 85–870, §17, 72 Stat. 1695.

The word "satisfaction" is omitted as included in "discharge", and the word "obligations" is omitted as included in "liabilities". The words "outstanding" and "all Federal and State laws applicable thereto" are omitted as unnecessary.