(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.
§ 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 exec-
utive vice president, a secretary, a treasurer, and 6 regional vice presidents
as provided in the bylaws. The offices of secretary and treasurer may be com-
bined and held by the same individual, but an individual holding those com-
bined 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.
§ 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 cor-
poration 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 ob-
ligations 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.
§ 40506. Restrictions
(a) STOCK AND DIVIDENDS.—The corporation may not issue stock or de-
clare 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 dissolu-
tion 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.
§ 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 lo-
cated but may be conducted throughout the States, territories, and possessions
of the United States.
§ 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.
§ 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.
§ 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.