An Act to charter by Act of Congress the Pacific Tropical Botanical Garden
PL 88-449 (S.1991), enacted 08/19/1964

496 
PUBLIC LAW 88-449-AUG. 19, 1964 
[78 STAT. 
Effective dates. 
gj,^, 4()3 ^g^^ Except as pFovlded in subsection (b) of this sec-
tion, this Act shall become effective on the first day oi the first month 
which begins later than the ninetieth day following the date of enact-
ment of this Act. 
(b) This section and sections 201(g) and 201(h) shall become 
effective on the date of enactment of this Act. 
Savings provi- 
^^^ 
^Q^ jf j^j^y provision of this Act shall be held invalid, the 
remainder af this Act shall not be affected thereby. 
Approved August 19, 1964. 
Public Law 88-449 
August 19, 1964 
AN A C T 
1^^' ^^^^^ 
To charter by Act of Congress the Pacific Tropical Botanical Garden. 
sion. 
Pacific Tropical 
Botanical Garden. 
Charter. 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of America in Congress assembled^ 
CREy^TION OF T H E CORPORATION 
SECTION 1. The following persons: Henry Francis duPont, Winter-
thur, Delaware; Deane Waldo Malott, Ithaca, New York; Horace 
Marden Albright, Los Angeles, California; Robert Allerton, Kauai, 
Hawaii; and Paul Bigelow Sears, New Haven, Connecticut; and their 
successors, are hereby created and declared to be a body corporate 
by the name of Pacific Tropical Botanical Garden 
(hereinafter 
referred to as the "corporation") and by such name shall be known 
and have perpetual succession and the powers, limitations, and restric-
tion herein contained. 
COMPLETION o r 
ORGANIZATION 
SEC. 2. The persons named in section 1 shall be the incorporators of 
the corporation and members of the initial board of trustees and are 
authorized to complete the organization of the corporation by the 
selection of other trustees and officers, the adoption of bylaws, not 
inconsistent with this Act, and the doing of such other acts necessary 
to carry into effect the provisions of this Act. 
OBJECTS AND PURPOSES OF CORPORATION 
SEC. 3. The objects and purposes of the corporation shall be— 
(a) to establish, develop, operate, and maintain for the benefit 
of the people of the United States an educational and scientific 
center m the form of a tropical botanical garden or gardens, 
together with such facilities as libraries, herbaria, laboratories, and 
museums which are appropriate and necessary for encouraging 
and conducting research in basic and applied tropical botany; 
(b) to foster and encourage fundamental research with respect 
to tropical plant life and to encourage research and study of the 
uses of tropical flora in agriculture, forestry, horticulture, medi-
cine, and other sciences; 
(c) to disseminate through publications and other media the 
knowledge acquired at the gardens relative to basic and applied 
tropical botany; 
(d) to collect and cultivate tropical flora of every nature and 
origin and to preserve for the people of the United States species 
of tropical plant life threatened with extinction; 
78 STAT. ] 
PUBLIC LAW 88-449-AUG. 19, 1964 
497 
(e) to provide a beneficial facility which will contribute to 
the education, instruction, and recreation of the people of the 
United States. 
POWERS o r 
CORPORATION 
SEC. 4. The corporation shall have the following powers: 
(a) to sue and be sued, and to complain and defend in any 
court of competent jurisdiction; 
(h) to adopt, use, and alter a corporate seal ; 
(c) to choose such trustees, officers, managers, agents, and 
employees as the activities of the corporation may require; 
(d) to adopt, amend, and alter bylaws, not inconsistent with 
the laws of the United States of America or of any State in which 
the corporation is to operate, or of the District of Columbia, for 
the management of its property and the regulation of its affairs; 
(e) to make contracts; 
(f) to take and hold by lease, gift, purchase, grant, devise, or 
bequest, or by any other method, any property, real, personal, or 
mixed, necessary or proper, for attaining the objects and carrying 
into effect the purposes of the corporation, subject, however, to 
applicable provisions of law of any State or the District of 
Columbia (1) governing the amount or kind of such property 
which may be held by, or (2) otherwise limiting or controlling the 
ownership or any such property by a corporation operating in 
such State or the District of Columbia; 
(g) to transfer, convey, lease, sublease, mortgage, encumber, 
and otherwise alienate real, personal, or mixed property; and 
(h) to borrow money for the purposes of the corporation, 
issue bonds or other evidences of indebtedness therefor, and secure 
the same by mortgage, deed of trust, pledge, or otherwise, subject 
in every case to all applicable provisions of the Federal and State 
laws or to the laws of the District of Columbia; and 
(i) to do any and all acts and things necessary and proper to 
carry out the objects and purposes of the corporation. 
BOARD o r 
TRUSTEES 
SEC. 5. (a) Upon enactment of this Act, the trustees of the corpora-
tion may select additional persons to serve as members of the board of 
trustees. The total number of trustees shall not exceed fifteen. The 
incorporators of the corporation shall each serve on the board of 
trustees for a term of at least three years. 
(b) Except for the foregoing provision, the board of trustees 
of the corporation shall be selected in such manner and shall serve 
for such time as may be prescribed in the bylaws of the corporation. 
(c) The board of trustees shall be the managing body of the cor-
])oration and shall have such powers, duties, and responsibilities as 
may be prescribed in the bylaws of the corporation. 
OFFICERS 
SEC. 6. (a) The officers of the corporation shall be a president, one 
or more vice presidents, a secretary, a treasurer, and .such other officers 
as may be authorized by the bylaws of the corporation. 
(b) The officers of the corporation shall be elected in such manner 
and for such terms and with such duties as may be prescribed in the 
bylaws of the corporation. 
498 
PUBLIC LAW 88-449-AUG. 19, 1964 
[78 STAT. 
PRINCIPAL CORPORATE OFFICE IVND TERRITORIAL SCOPE OF CORPORATE 
ACTIVITIES; RESIDENT AGENT 
SEC. 7. (a) The corporation initially shall have its principal office 
in the District of Columbia and later at such place as may be deter-
mined by the board of trustees. The corporation shall have the right 
to conduct its activities in the United States and elsewhere but shall 
establish a tropical botanical garden or gardens only in the United 
States. 
(b) The corporation shall maintain 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 busmess address of such agent, shall be deemed notice to or 
service upon the corporation. 
MEMBERSHIP; VOTING RIGHTS 
SEC. 8. (a) Eligibility for membership in the corporation and the 
rights and privileges of members shall, except as provided in this Act, 
be determined as the constitution and bylaws of the corporation may 
provide. 
(b) Each member of the corporation, other than honorary and 
associate members, shall have the right to one vote on each matter 
submitted to a vote at all meetings of the members of the corporation. 
LIABILITY FOR ACTS OF OFFICERS AND AGENTS 
SEC. 9. The corf)oration shall be liable for the acts of its officers 
and agents when acting within the scope of their authority. 
AUDIT OF FINANCIAL TRANSACTIONS; REPORT TO CONGRESS 
SEC. 10. (a) The accounts of the corporation shall be audited 
annually in accordance with generally accepted auditing standards 
by independent certified public accountants or independent licensed 
public accountants, certified or licensed by a regulatory authority of a 
State or other political subdivision of the United States. 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 l^e 
made available to the person or persons conducting the audit; and 
full facilities for verifying transactions with the balances or securi-
ties held by depositories, fiscal agents, and custodians shall be afforded 
to such person or persons. 
(b) A report of such audit shall be made by the corporation to the 
Congress not later than six months following the close of the fiscal 
year for which the audit is made. The report shall set forth the scope 
of the audit and include such statements, together with the inde-
pendent auditor's opinion of those statements, as are necessary to 
present fairly the corporation's assets and liabilities, surplus or deficit 
with an analysis of the changes therein during the year, supplemented 
in reasonable detail by a statement of the corporation's income and 
expenses during the year including (1) the results of any trading, 
manufacturing, publishing, or other commercial-type endeavor carried 
on by the corporation, and (2) a schedule of all contracts requiring 
payments in excess of $10,000 and any payments of compensation, 
salaries, or, fees at a rate in excess of $10,000 per annum. The report 
shall not be printed as a public document. 
78 STAT. ] 
PUBLIC LAW 88-449-AUG. 19, 1964 
499 
BOOKS AND RECORDS; INSPECTION 
SEC. 11. The corporation shall keep correct and complete books 
and records of account. It shall also keep minutes of the proceedings 
of its board of trustees, and committees having any of the authority 
of the board of trustees. The corporation shall also keep at its prin-
cipal office a record of the names and addresses of its members entitled 
to vote. 
All books and records of the corporation shall be open for inspection 
by any member of the corporation or his agent or attorney tor any 
proper purpose at any reasonable time. 
DIVIDENDS 
SEC. 12. The corporation shall have no power to issue shares of 
stock or to declare or pay dividends. 
USE OF I N C O M E ; LOANS TO OFFICERS, TRUSTEES, OR EMPLOYEES 
SEC. 13. (a) No part of the income or assets of the corporation 
shall inure to any member, officer, or trustee, or be distributable to any 
such person during the life of the corporation or upon dissolution or 
final liquidation. 
Nothing in this subsection, however, shall be con-
strued to prevent the payment of reasonable compensation to officers 
of the corporation in amounts approved by the board of trustees of the 
corporation. 
(b) The corporation shall not make loans to its officers, trustees, or 
employees. Any trustee who votes for or assents to the making of a 
loan to an officer, trustee, or employee of the corporation, and any 
officer who participates in the making of such loan, shall be jointly 
and severally liable to the corporation for the amount of such loan 
until the repayment thereof. 
USE OF ASSETS ON DISSOLUITON OR LIQUIDATION 
SEC. 14. Upon dissolution or final liquidation of the corporation, 
all assets remaining after the corporation's liabilities have been satis-
fied, shall be distributed to the United States Government, to be 
administered by the Secretary of the Interior, under the Act of August 
25, 1916 (39 Stat. 535; 16 U.S.C. 1 et seq.), as amended and supple-
mented, or to a State or local government to be used for a public pur-
pose, in accordance with the determination of the board of trustees, 
consistent with the purposes of the corporation, and in compliance 
with the charter and bylaws of the corporation and Federal and State 
laws. 
NONPOLITTCAL NATURE OF CORPORATION 
SEC. 15. The corporation, and its officers and trustees as such, shall 
not contribute to or otherwise support or assist any political party 
or candidate for elective public office. 
EXCLUSIVE USE OF NAME 
SEC. 16. The corporation shall have the sole and exclusive right to 
use and to authorize the use of the name "Pacific Tropical Botanical 
Garden." 
RESERVATION or RIGHT TO AMEND OR REPEAL CHARTER 
SEC. 17. The nght to alter, amend, or repeal this Act is expressly 
reserved to the Congress. 
Approved August 19, 1964.