An Act to incorporate the Little League Baseball, Inc
PL 88-378 (H.R.9234), enacted 07/16/1964

7B STAT. J 
PUBLIC LAW 88-378-JllLY 16, 1964 
325 
Public Law 88-378 
AN ACT 
July 16. 1964 
To incorporate the Little League Baseball, Incorporated. 
[H. R. 9234] 
Be it enacted by the 'Senate and House of Representatives 
of the 
United States of America 
in Congress assembled, That James E. Ba^tbLii^inc^"^ 
Axeman, Williamsport, Pennsylvania; Colonel Theodore P. Bank, 
Chicago, Illinois; Nicholas C. Colombo, Galveston, Texas; John K. 
Conneen, Bethlehem, Pennsylvania; Yale A. Corcoran, Chicago, Illi-
nois; Doctor Arthur A. Esslinger, Eugene, Oregon; Merrill Martin 
Galloway, West Columbia, Texas; George H. Harding, Lebanon, 
Tennessee; Edward B. Johnson, Port Chester, New York; G. Herbert 
McCracken, New York, New York; Peter J. McGovern, Chairman, 
Williamsport, Pennsylvania; Frank J. McGrath, Scarsdale, New-
York; Doctor Elmon L. Vernier, Baltimore, Maryland; Milton F. 
Ziehn, Sacramento, California; and their successors, are hereby created 
and declared to be a body corporate by the name of the Little League 
Baseball, Incorporated (hereinafter called the corporation), and by 
such name shall be known and have perpetual succession and the powers 
and limitations contained in this Act. 
COMPLETION OF ORGANIZATION 
SEC. 2. The persons named in the first section of this Act are au-
thorizec^ to complete the organization of the corporation by the selec-
tion of officers and employees, the adoption of a constitution and by-
laws, not inconsistent with this Act, and the doing of such other acts 
as may be necessary for such purpose. 
OBJECTS AND PURPOSES OF CORPORATION 
SEC. 3. The objects and purposes of the corporation shall be— 
(1) To promote, develop, supervise, and voluntarily assist in 
all lawful ways the interest of boys who will participate in Little 
League baseball. 
(2) To help and voluntarily assist boys in developing qualities 
of citizenship, sportsmanship, and manhood. 
(3) Using the disciplines of the native American game of base-
ball, to teach spirit and competitive will to win, physical fitness 
through individual sacrifice, the values of teamplay and whole-
some well-being through healthful and social association with 
other youngsters under proper leadership. 
CORPORATE 
POWERS 
SEC. 4. The corporation shall have pow er— 
(1) to sue and be sued, complain, and defend in any court of 
competent j urisdiction; 
(2) to adopt, alter, and use a corporate seal; 
(3) to choose such officers, directors, trustees, managers, agents, 
and employees as the business of the corporation may require; 
(4) to adopt, amend, and alter a constitution and bylaw^s, not 
inconsistent with the laws of the United States or any State in 
which the corporation is to operate, for the management of its 
property and the regulation of its affairs; 
(5) to contract and be contracted with; 
(6) to charge and collect membership dues, subscription fees, 
and receive contributions or grants of money or property to be 
devoted to the carrying out of its purposes; 
(7) to take and hold by lease, gift, purchase, grant, devise, 
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PUBLIC LAW 88-378-JULY16, 1964 
[78 STAT. 
bequest or otherwise any property, real or personal, necessary for 
attaining the objects and carrying into effect the purposes of the 
corporation, subject to applicable provisions of law in any State 
(A) governing the amount or kind of real and personal property 
which may be held by, or (B) otherwise limitmg or controlling 
the ownership of real or personal property by a corporation 
operating in such State; 
(8) to transfer, encumber, and convey real or personal 
property; 
(9) to borrov; money for the purposes of the corporation, issue 
bonds therefor, and secure the same by mortgage, subject to all 
applicable provisions of Federal or State law; 
(10) to adopt, alter, use, and display such emblems, seals, and 
badges as it may adopt; and 
(11) to do any and all lawful acts and things necessary or de-
sirable in carrying out the objects and purposes of the corporation. 
PRINCIPAL O F F I C E ; SCOPE OF ACTIVITIES; DISTRICT OF COLUMBIA AGENT 
SEC. 5. (a) The principal office of the corporation shall be located 
in Williamsport, Pennsylvania, or in such other place as may later 
be determined by the board of directors, but the activities of the cor-
poration shall not be confined to that place and may be conducted 
throughout the various States, the Commonwealth of Puerto Rico, 
and the possessions of the United States, and in other areas through-
out the world. 
(b) The corporation shall maintain at all times in the District of 
Columbia 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. 
MEMBERSHIP; VOTING RIGHTS 
SEC. 6. (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. 
BOARD OF DIRECTORS; COMPOSITION; RESPONSIBILITIES 
SEC. 7. (a) Upon enactment of this Act the membership of the 
initial board of directors of the corporation shall consist of the mem-
bers of the board of directors of the corporation referred to in section 
17 of this Act. 
(b) Thereafter, the board of directors of the corporation shall con-
sist of such number (not less than 13), shall be selected in such man-
ner (including the filling of vacancies), and shall serve for such term 
as may be prescribed in the constitution and bylaws of the corporation. 
(c) The board of directors shall be the governing board of the cor-
poration and shall, during the intervals between corporation meet-
ings, be responsible for the general policies and program of the 
corporation. 
The board shall be responsible for the control of all 
funds of the corporation. 
OFFICERS ; ELECTION OF OFFICERS 
SEC. 8 (a) The officers of the corporation shall be a chairman of the 
board of directors, a president, a vice president, and a secretary-
fS STAT. ] 
PUBLIC LAW 88-378-JULY 16, 1964 
327 
treasurer. 
The duties of the officers shall be as prescribed in the con-
stitution and bylaws of the corporation. 
(b) Officers shall be elected annually at the annual meeting of the 
corporation. 
USE OF INCOME; LOANS TO OFFICERS, DIRECTORS, OR EMPLOYEES 
SEC. 9. (a) No part of the income or assets of the corporation shall 
inure to any member, officer, or director, 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 directors of 
the corporation. 
(b) The corporation shall not make loans to its officers, directors, 
or employees. Any director who votes for or assents to the making 
of a loan to an officer, director, 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. 
NONPOLITICAL NATURE OF CORPORATION 
SEC. 10. The corporation, and its officers, directors, and duly ap-
pointed agents as such, shall not contribute to or otherwise support or 
assist any political party or candidate for office. 
LIABILITY FOR ACTS OF OFFICERS AND AGENTS 
SEC. 11. The corporation shall be liable for the acts of its officers 
and agents when acting within the scope of their authority. 
PROHIBITION AGAINST ISSUANCE OF STOCK OR PAYMENT OF DIVIDENDS 
SEC. 12. The corporation shall have no power to issue any shares 
of stock nor to declare nor pay any dividends. 
BOOKS AND R E C O R D S ; INSPECTION 
SEC. 13. The corporation shall keep correct and complete books and 
records of account and shall keep minutes of the proceedings of its 
members, board of directors, and committees having authority under 
the board of directors, and it shall also keep at its principal office a 
record of the names and addresses of its members entitled to vote. All 
books and records of the corporation may be inspected by any member 
entitled to vote, or his agent Or attorney, for any proper purpose, at 
any reasonable time. 
A U D I T O F FINANCIAL TRANSACTIONS 
SEC. 14. (a) The accounts of the corporation shall be audited an-
nually in accordance with generally accepted auditing standards by 
independent certified public accountants or independent licensed pub-
lic 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 pjroperty 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 with the balances or securities 
held by depositories, fiscal agents, and custodians shall be afforded to 
such person or persons. 
31-667 0-65—24 
328 
PUBLIC LAW 88-378-.IULY 16, 1964 
[78 STAT. 
c^^r""^* *° 
(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 oi $10,000 and any payments of compensation, 
salaries, or fees at a rate in excess of $10,000 per annum. The report 
sliall not be printed as a public document. 
USE o r ASSETS ON DISSOLUTION OR LIQUIDATION 
SEC. 15. Upon final dissolution or liquidation of the corporation, 
and after discharge or satisfaction of all outstanding obligations and 
liabilities, the remaining assets of the corporation may be distributed 
in accordance with the determination of the board of directors of the 
corporation and in compliance with the constitution and bylaws of 
the corporation and all Federal and State laws applicable thereto. 
Such distribution shall be consistent with the purposes of the 
corporation. 
EXCLUSIVE RIGHT TO NAME, EMBLEMS, SEALS, AND BADGES 
SEC. 16. The corporation shall have the sole and exclusive right to 
use and to allow or refuse to others the use of the terms "Little 
League", "Little Leaguer", and the official Little League emblem or 
any colorable simulation thereof. No powers or privileges hereby 
granted shall, however, interfere or conflict with established or vested 
rights. 
, 
TRANSFER O^ ASSETS 
SEC. 17. The corporation may acquire the assets of the Little League 
Baseball, Incorporated, chartered in the State of New York, upon 
discharging or satisfactorily providing for the payment and discharge 
of all of the liability of such corporation and upon complying with 
all laws of the State of New York applicable thereto. 
RESERVATION O F RIGHT TO AMEND OR REPEAL CHARTER 
SEC. 18. The right to alter, amend, or repeal this Act is hereby ex-
pressly reserved. 
Approved July 16, 1964.