Volume 73 · 77
Public Law 86–47
For the incorporation of the Ladies of the Grand Army of the Republic.
Approved June 17, 1959
Statutory text
AN ACT
For the incorporation of the Ladies of the Grand Army of the Republic.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
That the following-named persons, to wit: Gussie Laile Morin, Seattle, Washington; Margaret Hopkins Worrell, Ironton, Ohio; Twannette Pauli, Kansas City, Missouri; Nellie D. Howe, Grand Rapids, Michigan; Sarah J. Ehrmann, Orange City, Florida; Mabel S. Taylor, Providence, Rhode Island; Edwina P. Trigg, Kansas City, Missouri; Cora M. Rowling, Indianapolis, Indiana; Irene Mangle, Woodruff, Wisconsin; Catherine G. Schroeder, Los Angeles, California; Mabel Y. Coffey, Colorado Springs, Colorado;
Helen M. Lehman, Jersey City, New Jersey; Margaret Grandle, Pittsburg, Kansas; Frances M. Kuhns, Greensburg, Pennsylvania; Gladys W. Newton, Charleston, West Virginia; Olive Vanwagenen, Washington, District of Columbia; Luella Orr, Tulsa, Oklahoma; Edna S. Lindsey, Portland, Oregon; Rosalie E. Leonard, Boise, Idaho; Lura B. Frye, Peoria, Illinois; Theo McCallum, Neenah, Wisconsin; Eloise E. Whitmer, Washington, District of Columbia; Harriet E. Hughes, New York City, New York; Margaret G. Urban, Oakmont, Pennsylvania;
Bertha Hunt, Des Moines, Iowa; Marie E. Godda, Omaha, Nebraska; Anna Hausman. Washington, District of Columbia; Frances C. Linnell, Plymouth, Massachusetts: Alma M. Blitz, Minneapolis, Minnesota; Lila Lovett, Portland, Maine; Eveh M. Ervin, Keene, New Hampshire; Mildred Puckett, Louisville, Kentucky; Ada Anderson, Wilmington, Delaware; and all past national presidents, and their successors, are hereby created and declared to be a body corporate of the District of Columbia, where its legal domicile shall be, by the name of the Ladies of the Grand Army of the Republic (here- inafter referred to as the corporation), and by such name, shall be known and have perpetual succession and the powers, limitations, and restrictions herein contained.
Sec. 2. completion of organization
A majority of the persons named in the first section of this Act, acting in person or by written proxy, are authorized to complete the organization of the corporation by the selection of officers and employees, the adoption of a constitution and bylaws not inconsistent with this Act, and the doing of such other acts as may be necessary for such purpose.
Sec. 3. purposes of corporation
The purposes of the corporation shall be: To perpetuate the memory of the Grand Army of the Republic and of the men who saved the Union in 1801 to 1865; to assist in every practicable way in the preservation and making available for research of documents and records pertaining to the Grand Army of the Republic and its members; to cooperate in doing honor to all those who have patriotically served our country in any way; to teach patriotism and the duties of citizenship, the true history of our country, and the love and honor of our flag; to oppose every tendency or movement that would weaken loyalty to, or make for the destruction or impairment of, our constitutional Union; and to inculcate and broadly sustain the American principles of representative government, of equal rights, and of impartial justice for all.
Sec. 4. corporate powers
The corporation shall have power—
to have succession by its corporate name;
to sue and be sued, complain and defend in any court of competent jurisdiction;
to adopt, use, and alter a corporate seal;
to choose such officers, managers, agents, and employees as the activities of the corporation may require;
to adopt, amend, and alter a constitution and bylaws; not inconsistent with the laws of the United States or of any State in which the corporation is to operate, for the management of its property and the regulation of its affairs;
to contract and be contracted with;
to take by lease, gift, purchase, grant, devise, or bequest from any public body or agency or any private corporation, association, partnership, firm, or individual and to hold absolutely or in trust for any of the purposes of the corporation any property, real, personal, or mixed, necessary or convenient for attaining the objects and carrying into effect the purposes of the corporation, 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;
to transfer, convey, lease, sublease, encumber and otherwise alienate real, personal, or mixed property;
to borrow money for the purposes of the corporation, issue bonds therefor, and secure the same by mortgage, deed of trust, pledge, or otherwise, subject in every case to all applicable provisions of Federal and State laws; and
to do any and all acts and things necessary and proper to carry out the objects and purposes of the corporation.
Sec. 5. membership; voting rights
Eligibility for membership in the corporation and the rights, privileges, and designation of classes of membership shall, except as provided in this Act, be determined as the constitution and bylaws of the corporation may provide. Eligibility for membership in the corporation shall be limited to female blood relatives of persons who served between April 12, 1861, and April 9, 1865, as soldiers, or sailors of the United States Army, Navy, Marine Corps, or Revenue-Cutter Service, and of such State regiments as were called into active service and were subject to orders of United States general officers between the dates above mentioned and were honorably discharged therefrom at the close of such service or who died in such service.
Each member of the corporation shall have the right to one vote in each matter submitted to a vote at all meetings of the members of the corporation.
Sec. 6. governing body
The supreme governing authority of the corporation shall be the national convention thereof, composed of such officers and elected representatives from the several States and other local subdivisions of the corporate organization as shall be provided by the constitution and bylaws: Provided, That the form of the government of the corporation shall always be representative of the membership at large and shall not permit the concentration of control thereof in the hands of a limited number of members or in a self-perpetuating group not so representative. The meetings of the national convention may be held in any State or Territory or in the District of Columbia.
Sec. 7. officers of corporation
The officers of the corporation shall be selected in such manner and for such terms and with such duties and titles as may be prescribed in the constitution and bylaws of the corporation.
Sec. 8. principal office; scope of activities; district of columbia agent
The principal office of the corporation shall be located in Washington, District of Columbia, or in such other place as may later be determined by the corporation, but the activities of the corporation shall not be confined to that place and may be conducted throughout the various States, Territories, and possessions of the United States.
The corporation shall have in the District of Columbia at all times a designated agent authorized to accept service of process for the corporation; and notice to or service upon such agent, or mailed to the business address of such agent, shall be deemed notice to or service upon the corporation.
Sec. 9. use of income; loans to officers, directors, or employees
No part of the income or assets of the corporation shall inure to any of its members or officers as such, or be distributable to any of them during the life of the corporation or upon its dissolution or final liquidation. Nothing in this subsection, however, shall be construed to prevent the payment of compensation to officers of the corporation or reimbursement for actual necessary expenses in amounts approved by the council of administration of the corporation.
The corporation shall not make loans to its officers or employees. Any member of the council of administration who votes for or assents to the making of a loan or advance to an officer or employee of the corporation, and any officer who participates in the making of such loan or advance, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
Sec. 10. nonpolitical nature of corporation
The corporation and its officers and agents as such shall not contribute to any political party or candidate for public office.
Sec. 11. liabilities for acts of officers and agents
The corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority.
Sec. 12. prohibition against issuance of stock or payment of dividends
The corporation shall have no power to issue any shares of stock or to declare or pay any dividends.
Sec. 13. books and records; inspection
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its national conventions and council of administration. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purposes, at any reasonable time.
Sec. 14. audit of financial transactions
The financial transactions of the corporation shall be audited annually by an independent certified public accountant in accordance with the principles and procedures applicable to commercial corporate transactions. The audit shall be conducted at the place or places where the accounts of the corporation are normally kept. All books, accounts, financial records, reports, files, and all other papers, things, or property belonging to or in use by the corporation and necessary to facilitate the audit shall be made available to the person or persons conducting the audit; and full facilities for verifying transactions and the balances or securities held by depositories, fiscal agents, and custodians shall be afforded to such person or persons.
A report of such audit shall be made by the corporation to the Congress and not later than March 1 of each year. The report shall set forth the scope of the audit and shall include a verification by the person or persons conducting the audit of statements of (1) assets and liabilities, (2) capital and surplus or deficit, (3) surplus or deficit analysis, (4) income and expense, and (5) sources and application of funds. Such report shall not be printed as a public document.
Sec. 15. report to congress
On or before March 1 of each year the corporation shall report to the Congress on its activities during the preceding fiscal year. Such report may consist of a report on the proceedings of the national convention covering such fiscal year. Such report shall not be printed as a public document.
Sec. 16. use of name
The corporation and its subordinate divisions shall have the sole and exclusive right to use the name, “Ladies of the Grand Army of the Republic”. The corporation shall have the exclusive and sole right to use, or to allow or refuse the use of, such emblems, seals, and badges as have heretofore been used by the Ladies of the Grand Army of the Republic.
Sec. 17. use of assets on dissolution on liquidation
Upon dissolution or final liquidation of the corporation, after discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets, if any, of the corporation shall be distributed in accordance with the determination of the council of administration and in compliance with the constitution and bylaws of the corporation and all Federal and State laws applicable thereto.
Sec. 18. reservation of right to amend or repeal chapter
Approved June 17, 1959.