§ 20701. Definition

For purposes of this chapter, “State” includes the District of Columbia and the territories and possessions of the United States.

§ 20702. Organization

American Council of Learned Societies (in this chapter, the “corporation”), a nonprofit corporation incorporated in the District of Columbia, is a federally chartered corporation.

§ 20703. Purposes

The purposes of the corporation are as provided in the articles of incorporation and include—

• (1) the advancement of the humanistic studies in all fields of learning; and
• (2) the maintenance and strengthening of relations among the national societies devoted to those studies.

§ 20704. Membership

Except as provided in this chapter, eligibility for membership in the corporation and the rights and privileges of members are as provided in the constitution and bylaws of the corporation.

§ 20705. Governing body

• (a) The board of directors and the responsibilities of the board are as provided in the articles of incorporation.
• (b) The officers and the election of officers are as provided in the articles of incorporation.

§ 20706. Powers

The corporation has only the powers provided in its bylaws and articles of incorporation filed in each State in which it is incorporated.

§ 20707. Restrictions

• (a) The corporation may not issue stock or declare or pay a dividend.
• (b) 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) The income or assets of the corporation may not inure to the benefit of, or be distributed to, a director, officer, or member during the life of the charter granted by this chapter. This subsection does not prevent the payment of reasonable compensation to an officer or reimbursement for actual necessary expenses in amounts approved by the board of directors.
• (d) The corporation may not make a loan to a director, officer, or employee.
• (e) The corporation may not claim congressional approval or the authority of the United States Government for any of its activities.

§ 20708. Duty to maintain tax-exempt status

The corporation shall maintain its status as an organization exempt from taxation under the Internal Revenue Code of 1986 ( 26 U.S.C. 1 et seq.). If the corporation does not maintain that status, the charter granted by this chapter expires.

§ 20709. Records and inspection

• (a) 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) 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.

§ 20710. Service of process

The corporation shall comply with the law on service of process of each State in which it is incorporated and each State in which it carries on activities.

§ 20711. Liability for acts of officers and agents

The corporation is liable for the acts of its officers and agents acting within the scope of their authority.

§ 20712. Annual report

The corporation shall submit an annual report to Congress on the activities of the corporation during the prior fiscal year. The report shall be submitted at the same time as the report of the audit required by section 10101 of this title . The report may not be printed as a public document.