AN ACT To provide for the incorporation of the National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic, organized 1883, seventy-eight years old.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, that the following persons to wit:  President: Mabel R. Ginder, Toledo, Ohio; Senior vice president: Jessie Johnston, Cheyenne, Wyoming; Junior vice president: Irene Randolph, Minneapolis, Minnesota; Secretary: Bessie K. Coughlin, Providence, Rhode Island; Treasurer: Ocie M. Tumey, Springfield, Illinois; Executive officers. Legislative committee: Laura I. Smith, chairman, Providence, Rhode Island; Ethel Ferris Hasenbuhler, Washington, District of Columbia; Marie Morgan, Indianapolis, Indiana; Past National Presidents: Cora M. Davis, Catherine McBride Hoster, Annie Poole Atwood, Beatrice J. Tyson, Lizetta Coady, Mary J. Love, Ida Heacock Baker, Elizabeth L. Kothe, Grace Houlette Hahn, Louise Haider, Anne Anschultz, Laura I. Smith, Alice F. Larson, Grace L. Vedetta, Harriette G. McCollough, Eula M. Nelson, Daisy Heinemann, Grace L. Johnson, Ruth E. Johnson, Lucille V. Rand, Gertrude M. Edwards, Bessie K. Coughlin, Elizabeth Jeans, and Josephine E. Parkhurst, 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 National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic (hereafter referred to as the corporation), and by such name shall be known and have perpetual succession and the powers, limitations and restrictions herein contained. It shall be the duty of the persons named in this section, jointly and severally, to file with the Superintendent of Corporations of the District of Columbia a copy of this Act within fifteen days after the date of its enactment.

Section 2. 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, 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.

Section 3. The purpose of the corporation shall be: To perpetuate the memory of the Grand Army of the Republic, as we the National Woman’s Relief Corps are their auxiliary and were organized at their request in 1883, and of men who saved the Union in 1861 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 war; 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.

Section 4.   The corporation shall have power—

(1) to have succession by its corporate name;

(2) to sue  and be sued, complain and defend in  any court of competent jurisdiction;

(3) to adopt, use, and alter a corporate seal;

(4) to choose such officers, as the corporation may require;

(5) to adopt, amend, and alter a constitution and bylaws; 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;

(6) to contract and be contracted with;

(7) to take by lease, gift, purchase, grants, 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; and

(8) to transfer, convey, lease, sublease, encumber, and otherwise alienate real, personal, or mixed property.

Section 5. Eligibility for membership in the corporation and the rights, privileges, and designation of classes of members 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 women, who are the wives, mothers, daughters, and sisters of Union soldiers, sailors, and marines and other loyal women, who have not given aid or comfort to the enemies of the United States of America.

Section 6. The supreme governing authority of the corporation shall be the national convention thereof, composed of such officers and elected representatives from the several States as shall be provided by the rules and regulations: 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 the control thereof in the hands of a limited number of members or in a self-perpetrating group not so representative.  The meetings of the national convention may be held in any State or in the District of Columbia.

Section 7.

1.      During the intervals between the national convention the executive officers shall be the governing board of the corporation and shall be held responsible for the general policies, programs, and activities of the corporation.

2.      Upon the enactment of this Act the membership of the initial executive officers of the corporation shall consist of the executive officers of the National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic, the corporation described in section 18 of this Act, or such of them as may then be living and are qualified members of said executive officers, to wit:

 Mabel   R.   Ginder, Jessie Johnston, Irene Randolph, Bessie K. Coughlin, Ocie M.  Tumey,  Mary J. Love, Laura I. Smith, Ethel Ferris Hasenbuhler, and Marie Morgan.

3.      Thereafter, the council of administration of the corporation shall consist of not less than seven members elected in the manner and for the term as may be prescribed in the constitution and bylaws of the corporation.

Section 8. The officers of the corporation shall be a national president, senior vice national president, junior vice national president, secretary and treasurer (which latter two offices may be held by one person), and such other officers as may be

prescribed in the constitution and bylaws.  The officers of the corporation shall be elected 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.

Section 9.

1.      The principal office of the corporation shall be located in Springfield, Illinois, but the activities of the corporation shall not be confined to that place, but may be conducted throughout the various States, and the District of Columbia, of the United States.

2.      The corporation shall have in the District of Columbia at all times a designated agent authorized to accept service of process, notice or demand for the corporation, and service of such process, notice or demand required or permitted by law to be served upon the corporation may be served upon such agent. The corporation shall file with the Superintendent of Corporations of the District of Columbia a statement designating the initial and each successor registered agent of the corporation immediately following any such designation. As used in this Act the term “Superintendent of Corporations of the District of Columbia” means the Commissioners of the District of Columbia or any agent designated by them to perform the functions vested by this Act in the Superintendent of Corporations.

Section 10

a. 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 reasonable compensation to officers of the corporation or reimbursement for actual necessary expenses in amounts approved by the council of administration of the corporation.

b. The corporation shall not make loans to the officers. Any member of the council of administration, who votes for or assents to the making of a loan or advance to an officer or member of the corporation, and any officer who participates in the making of such a loan or advance, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.

Section 11. The corporation and its officers and agents as such shall not contribute to or otherwise support or assist any political party or candidate for public office.

Section 12. The corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority.

Section 13. The corporation shall have no power to issue any shares of stock or to declare or pay any dividends.

Section 14. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its national convention.  All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Section 15

1.      The accounts of the corporation shall be audited annually in accordance with generally accepted auditing standards by independently certified public accountants or independent licensed public accountants, or 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 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.

2.      A report of such independent audit shall be submitted to the Congress not later than six months following the close of the fiscal year for which the audit was made. The report shall set forth the scope of the audit and include such 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, sources and application of funds, and the financial results of any trading, manufacturing, publishing, or other commercial-type endeavor carried on by the corporation, together with the independent auditor’s opinion of those statements. Such report shall not be printed as a public document.

Section 16. Not later than six months following the close of the fiscal 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.

Section 17. The corporation and its subordinate corps shall have the sole and exclusive right to use the name, the National Woman’s Relief Corps, Auxiliary to 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 Illinois Corporation described in Section 18 and the right to which may be lawfully transferred to the corporation.

Section 18. The corporation may acquire the assets of the National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic, a corporation organized under the laws of the State of Illinois, upon discharging or satisfactorily providing for the payment and discharge of all the liability of such corporation and upon complying with all laws of the State of Illinois applicable thereto.

Section 19. Upon any dissolution or final liquidation of the corporation, its assets shall be applied and distributed as follows:

1.      All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore;

2.      Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

3.      Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities of a charitable, religious, eleemosynary, benevolent, education, or similar purpose, pursuant to a plan of distribution adopted as

provided in this Act;

4.    Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

5.  Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations engaged in activities not for profit, as may be specified in a plan of distribution adopted by the council of administration of the corporation in compliance with the constitution and bylaws of the corporation and all Federal, State, and District of Columbia laws applicable thereto.

Section 20. The right to alter, amend, or repeal this Act is expressly reserved.

Approved September 7, 1962.

JOHN F. KENNEDY, President United States of America

Mr. McMillan, from the Committee on the District of Columbia, reports that; Subcommittee No.5 held public hearings on this bill June 13, 1962, at which time a representative of the Commissioners of the District of Columbia, the Superintendent of Corporations of the District of Columbia, and a representative of the National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic, appeared and supported enactment of the bill. The Commissioners informed us that they had been advised by the Superintendent of Corporations of the District of Columbia, that as of August 16, 1961, the name “National Woman’s Relief Corps, Auxiliary to the Grand Army of the Republic,” had not been reserved for use by any other corporation pursuant to authority contained in the Act approved June 8, 1954 (68 Stat. 183), as amended (Sec. 29906a, DC Code, 1951 edition), and that he had found no similar or deceptively similar name of record, no opposition to the bill was registered. Enactment of this bill will not involve additional expense to the District of Columbia.