36 U.S.C. § 151704 — Officers and employees

Page 230 TITLE 36—PATRIOTIC AND NATIONAL OBSERVANCES, CEREMONIES, AND ORGANIZATIONS § 151704 (4) The terms of office of the directors are 4 years. There shall be no limit to the number of terms to which any individual may be ap- pointed. (5) A vacancy on the board shall be filled with- in 120 days in the manner in which the original appointment was made. (c) CHAIR.—The Librarian shall appoint one of the directors as the initial chair of the board for a 2-year term. Thereafter, the chair shall be ap- pointed and removed in accordance with the by- laws of the corporation. (d) QUORUM.—A majority of the current mem- bership of the board is a quorum. (e) MEETINGS.—The board shall meet at the call of the Librarian or the chair at least once each year. If a director misses three consecutive regularly scheduled meetings, the director may be removed from the board by the Librarian and that vacancy may be filled as provided in sub- section (b) of this section. (f) COMPENSATION AND REIMBURSEMENT.—Direc- tors serve without compensation but may be re- imbursed for actual and necessary travel and subsistence expenses incurred in performing du- ties for the corporation. (g) LIABILITY OF DIRECTORS.—Directors are not personally liable, except for gross negligence. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1404; Pub. L. 109–9, title III, § 312(a), Apr. 27, 2005, 119 Stat. 226; Pub. L. 110–336, § 3(b)(3), Oct. 2, 2008, 122 Stat. 3728.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 151703(a) ..... 36:5702(a) (1st sen- tence words be- fore 1st comma). Oct. 11, 1996, Pub. L. 104–285, title II, §§ 203(a)–(f), (g)(2)(A) (last sentence re- lated to board of direc- tors), 204(c)(5) (words after 2d comma), 110 Stat. 3383, 3384, 3385. 151703(b)(1) 36:5702(a) (3d sen- tence), (b) (1st sentence). 151703(b)(2) 36:5702(a) (1st sen- tence words after 1st comma, 2d sentence). 151703(b)(3) 36:5702(a) (last sen- tence), (g)(2)(A) (last sentence re- lated to board of directors). 151703(b)(4) 36:5702(b) (2d, last sentences). 151703(b)(5) 36:5702(b) (3d sen- tence). 151703(c)–(f) 36:5702(c)–(f). 151703(g) ..... 36:5703(c)(5) (words after 2d comma). Subsection (a) is substituted for ‘‘The Foundation shall have a governing Board of Directors (hereafter in this title referred to as the ‘Board’)’’ for consistency in the revised title and to eliminate unnecessary words. In subsection (b)(1), the words ‘‘(hereafter in this chapter referred to as the ‘Librarian’)’’ in 36:5702(a) are omitted as unnecessary. The words ‘‘Within 90 days after October 11, 1996’’ in 36:5702(b) are omitted as obso- lete. In subsection (b)(3), the words ‘‘is not an employee’’ are substituted for ‘‘nor . . . shall be construed to be employees’’ in 36:5702(g)(2)(A) (last sentence related to the board of directors), and the words ‘‘appointment to the board does not constitute appointment as an officer or employee’’ are substituted for ‘‘Appointment to the Board shall not constitute employment by, or the hold- ing of an office of’’ in 36:5702(a), for clarity. In subsection (d), the words ‘‘for the transaction of business’’ are omitted as unnecessary. Editorial Notes AMENDMENTS 2008—Subsec. (b)(5). Pub. L. 110–336 substituted ‘‘120 days’’ for ‘‘60 days’’. 2005—Subsec. (b)(2)(A). Pub. L. 109–9, § 312(a)(1), sub- stituted ‘‘12’’ for ‘‘nine’’. Subsec. (b)(4). Pub. L. 109–9, § 312(a)(2), substituted ‘‘There shall be no limit to the number of terms to which any individual may be appointed.’’ for ‘‘An indi- vidual may not serve more than two consecutive terms.’’ § 151704. Officers and employees (a) SECRETARY OF THE BOARD.—(1) The Librar- ian of Congress shall appoint a Secretary of the Board to serve as executive director of the cor- poration. The Librarian may remove the Sec- retary. (2) The Secretary must be knowledgeable and experienced in matters relating to— (A) film preservation and restoration activi- ties; (B) financial management; and (C) fundraising. (b) APPOINTMENT OF OFFICERS.—Except as pro- vided in subsection (a) of this section, the board of directors appoints, removes, and replaces offi- cers of the corporation. (c) APPOINTMENT OF EMPLOYEES.—Except as provided in subsection (a) of this section, the Secretary appoints, removes, and replaces em- ployees of the corporation. (d) STATUS AND COMPENSATION OF EMPLOY- EES.—Employees of the corporation (including the Secretary)— (1) are not employees of the Library of Con- gress; (2) shall be appointed and removed without regard to the provisions of title 5 governing appointments in the competitive service; and (3) may be paid without regard to chapter 51 and subchapter III of chapter 53 of title 5, ex- cept that an employee may not be paid more than the annual rate of basic pay for level GS–15 of the General Schedule under section 5107 of title 5. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1405.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 151704(a) ..... 36:5702(g)(2)(B), (C). Oct. 11, 1996, Pub. L. 104–285, title II, § 203(g)(1)(A), (2)(A) (1st, 2d sentences, last sentence related to employees), (B), (C), 110 Stat. 3384. 151704(b) ..... 36:5702(g)(1)(A). 151704(c) ..... 36:5702(g)(2)(A) (1st sentence). 151704(d) ..... 36:5702(g)(2)(A) (2d sentence, last sen- tence related to employees). In subsection (a)(1), the words ‘‘The first employee appointed shall be the Secretary of the Board’’ in 36:5702(g)(2)(B) are omitted as unnecessary. The words ‘‘executive director of the corporation’’ are substituted for ‘‘its executive director’’ in 36:5702(g)(2)(C)(i) for clarity. Page 231 TITLE 36—PATRIOTIC AND NATIONAL OBSERVANCES, CEREMONIES, AND ORGANIZATIONS § 151707 In subsection (b), the words ‘‘the board of directors appoints, removes, and replaces officers of the corpora- tion’’ are substituted for ‘‘The Board may complete the organization of the Foundation by . . . appointing, re- moving, and replacing officers’’ for clarity. In subsection (d)(1), the words ‘‘are not employees’’ are substituted for ‘‘nor . . . shall be construed to be employees’’ in 36:5702(g)(2)(A) (last sentence related to employees) for clarity. Editorial Notes REFERENCES IN TEXT The General Schedule, referred to in subsec. (d)(3), is set out under section 5332 of Title 5, Government Orga- nization and Employees. § 151705. Powers (a) GENERAL.—The corporation may— (1) adopt a constitution and bylaws; (2) adopt a seal which shall be judicially no- ticed; and (3) do any other act necessary to carry out this chapter. (b) POWERS AS TRUSTEE.—To carry out its pur- poses, the corporation has the usual powers of a corporation acting as a trustee in the jurisdic- tion in which the principal office of the corpora- tion is located, including the power— (1) to accept, receive, solicit, hold, admin- ister, and use any gift, devise, or bequest, ei- ther absolutely or in trust, of property or any income from or other interest in property; (2) to acquire property or an interest in property by purchase or exchange; (3) unless otherwise required by an instru- ment of transfer, to sell, donate, lease, invest, or otherwise dispose of any property or income from property; (4) to borrow money and issue instruments of indebtedness; (5) to make contracts and other arrange- ments with public agencies and private organi- zations and persons and to make payments necessary to carry out its functions; (6) to sue and be sued; and (7) to do any other act necessary and proper to carry out the purposes of the corporation. (c) ENCUMBERED OR RESTRICTED GIFTS.—A gift, devise, or bequest may be accepted by the cor- poration even though it is encumbered, re- stricted, or subject to beneficial interests of pri- vate persons, if any current or future interest is for the benefit of the corporation. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1405; Pub. L. 109–9, title III, § 312(b), Apr. 27, 2005, 119 Stat. 226; Pub. L. 113–237, § 3(c)(5), Dec. 18, 2014, 128 Stat. 2840.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 151705(a) ..... 36:5702(g)(1)(B), (C). Oct. 11, 1996, Pub. L. 104–285, title II, §§ 203(g)(1)(B), (C), 204(b), (c)(1)–(4), (5) (words before 2d comma), (6), (7), (last par.), 110 Stat. 3384, 3385. 36:5703(b). 151705(b) ..... 36:5703(c)(1)–(4), (5) (words before 2d comma), (6), (7). HISTORICAL AND REVISION NOTES—Continued Revised Section Source (U.S. Code) Source (Statutes at Large) 151705(c) ..... 36:5703(c) (last par.). Subsection (a)(1) is substituted for 36:5702(g)(1)(B) for consistency in the revised title. The words ‘‘consistent with the purposes of the Foundation and the provisions of this chapter’’ are omitted as unnecessary. Subsection (a)(2) is substituted for 36:5703(b) for con- sistency in the revised title. Subsection (a)(3) is substituted for 36:5702(g)(1)(C) for consistency in the revised title. In subsection (b), before clause (1), the words ‘‘under section 5701 of this title’’ and ‘‘in addition to the pow- ers otherwise given it under this chapter’’ are omitted as unnecessary. In clauses (1) and (2), the words ‘‘real or personal’’ are omitted as unnecessary and for con- sistency in the revised title. In clause (3), the words ‘‘reinvest, retain’’ are omitted as unnecessary. In clause (4), the words ‘‘instruments of indebtedness’’ are substituted for ‘‘bonds, debentures, or other debt in- struments’’ to eliminate unnecessary words. In clause (6), the words ‘‘and complain and defend itself in any court of competent jurisdiction’’ are omitted as unnec- essary. In clause (7), the words ‘‘any other act’’ are sub- stituted for ‘‘any and all acts’’ to eliminate unneces- sary words. Editorial Notes AMENDMENTS 2014—Subsec. (b). Pub. L. 113–237 substituted ‘‘the ju- risdiction’’ for ‘‘the the jurisdiction’’ in introductory provisions. 2005—Subsec. (b). Pub. L. 109–9 substituted ‘‘the juris- diction in which the principal office of the corporation is located’’ for ‘‘District of Columbia’’ in introductory provisions. § 151706. Principal office The principal office of the corporation shall be in the District of Columbia, or another place as determined by the board of directors. However, the corporation may conduct business through- out the States, territories, and possessions of the United States. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1406; Pub. L. 109–9, title III, § 312(c), Apr. 27, 2005, 119 Stat. 226.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 151706 ......... 36:5703(a)(2), (3). Oct. 11, 1996, Pub. L. 104–285, title II, § 204(a)(2), (3), 110 Stat. 3384. This section is substituted for the source provisions for consistency in the revised title. Editorial Notes AMENDMENTS 2005—Pub. L. 109–9 inserted ‘‘, or another place as de- termined by the board of directors’’ after ‘‘District of Columbia’’. § 151707. Provision and acceptance of support by Librarian of Congress (a) PROVISION BY LIBRARIAN.—(1) The Librarian of Congress may provide personnel, facilities, and other administrative services to the cor-