36 U.S.C. § 300102 — Purposes

Page 340 TITLE 36—PATRIOTIC AND NATIONAL OBSERVANCES, CEREMONIES, AND ORGANIZATIONS § 300102 ‘‘(D) evaluating the performance and establishing the compensation of the senior leadership team and providing for management succession; ‘‘(E) overseeing the financial reporting and audit process, internal controls, and legal compliance; ‘‘(F) holding management accountable for per- formance; ‘‘(G) providing oversight of the financial stability of the corporation; ‘‘(H) ensuring the inclusiveness and diversity of the corporation; ‘‘(I) ensuring the chapters of the corporation are geographically and regionally diverse; ‘‘(J) providing oversight of the protection of the brand of the corporation; and ‘‘(K) assisting with fundraising on behalf of the corporation. ‘‘(6)(A) The selection of members of the Board of Governors is a critical component of effective govern- ance for The American National Red Cross, and, as such, it is in the national interest that The American National Red Cross amend its bylaws to provide a method of selection consistent with that described in the Governance Report. ‘‘(B) The new method of selection should replace the current process by which— ‘‘(i) 30 chartered unit-elected members of the Board of Governors are selected by a non-Board committee which includes 2 members of the Board of Governors and other individuals elected by the chartered units themselves; ‘‘(ii) 12 at-large members of the Board of Gov- ernors are nominated by a Board committee and elected by the Board of Governors; and ‘‘(iii) 8 members of the Board of Governors are ap- pointed by the President of the United States. ‘‘(C) The new method of selection described in the Governance Report reflects the single category of members of the Board of Governors that will result from the implementation of this Act [see Short Title of 2007 Amendment note set out under section 101 of this title]: ‘‘(i) All Board members (except for the chairman of the Board of Governors) would be nominated by a single committee of the Board of Governors tak- ing into account the criteria outlined in the Gov- ernance Report to assure the expertise, skills, and experience of a governing board. ‘‘(ii) The nominated members would be considered for approval by the full Board of Governors and then submitted to The American National Red Cross annual meeting of delegates for election, in keeping with the standard corporate practice whereby shareholders of a corporation elect mem- bers of a board of directors at its annual meeting. ‘‘(7) The United States Supreme Court held The American National Red Cross to be an instrumen- tality of the United States, and it is in the national interest that the Congressional Charter confirm that status and that any changes to the Congressional Charter do not affect the rights and obligations of The American National Red Cross to carry out its purposes. ‘‘(8) Given the role of The American National Red Cross in carrying out its services, programs, and ac- tivities, and meeting its various obligations, the ef- fectiveness of The American National Red Cross will be promoted by the creation of an organizational om- budsman who— ‘‘(A) will be a neutral or impartial dispute resolu- tion practitioner whose major function will be to provide confidential and informal assistance to the many internal and external stakeholders of The American National Red Cross; ‘‘(B) will report to the chief executive officer and the audit committee of the Board of Governors; and ‘‘(C) will have access to anyone and any docu- ments in The American National Red Cross. ‘‘(b) SENSE OF CONGRESS.—It is the sense of Congress that— ‘‘(1) charitable organizations are an indispensable part of American society, but these organizations can only fulfill their important roles by maintaining the trust of the American public; ‘‘(2) trust is fostered by effective governance and transparency, which are the principal goals of the recommendations of the Board of Governors in the Governance Report and this Act; ‘‘(3) Federal and State action play an important role in ensuring effective governance and trans- parency by setting standards, rooting out violations, and informing the public; ‘‘(4) while The American National Red Cross is and will remain a Federally chartered instrumentality of the United States, and it has the rights and obliga- tions consistent with that status, The American Na- tional Red Cross nevertheless should maintain appro- priate communications with State regulators of char- itable organizations and should cooperate with them as appropriate in specific matters as they arise from time to time; and ‘‘(5) while The American National Red Cross is and will remain a Federally chartered instrumentality of the United States, and it has the rights and obliga- tions consistent with that status, The American Na- tional Red Cross nevertheless should maintain appro- priate communications and collaborations with local, community, and faith-based non-profit organizations, including those organizations that work within mi- nority communities.’’ § 300102. Purposes The purposes of the corporation are— (1) to provide volunteer aid in time of war to the sick and wounded of the Armed Forces, in accordance with the spirit and conditions of— (A) the conference of Geneva of October 1863; (B) the treaties of the Red Cross, or the treaties of Geneva, August 22, 1864, July 27, 1929, and August 12, 1949, to which the United States of America has given its adhesion; and (C) any other treaty, convention, or pro- tocol similar in purpose to which the United States of America has given or may give its adhesion; (2) in carrying out the purposes described in paragraph (1) of this section, to perform all the duties devolved on a national society by each nation that has acceded to any of those treaties, conventions, or protocols; (3) to act in matters of voluntary relief and in accordance with the military authorities as a medium of communication between the peo- ple of the United States and the Armed Forces of the United States and to act in those mat- ters between similar national societies of gov- ernments of other countries through the Inter- national Committee of the Red Cross and the Government, the people, and the Armed Forces of the United States; (4) to carry out a system of national and international relief in time of peace, and to apply that system in mitigating the suffering caused by pestilence, famine, fire, floods, and other great national calamities, and to devise and carry out measures for preventing those calamities; and (5) to conduct other activities consistent with the foregoing purposes. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1490; Pub. L. 110–26, § 4, May 11, 2007, 121 Stat. 105.) Page 341 TITLE 36—PATRIOTIC AND NATIONAL OBSERVANCES, CEREMONIES, AND ORGANIZATIONS § 300104 HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 300102 ......... 36:3. Jan. 5, 1905, ch. 23, § 3, 33 Stat. 600; May 8, 1947, ch. 50, § 4, 61 Stat. 81; July 17, 1953, ch. 222, § 4(a), (b), 67 Stat. 179. In this section, the text of 36:3 (‘‘Third’’ par.) is omit- ted as executed. In clause (1)(B), the date ‘‘August 12, 1949’’ is added to include the reference to a subsequent treaty. In clause (2), the words ‘‘in carrying out the purposes described in clause (1) of this section’’ are substituted for ‘‘And for said purposes’’ for clarity. In clause (3), the words ‘‘International Committee of the Red Cross’’ are substituted for ‘‘Comite´ Inter- national de Secours’’ because the name has been changed. In clause (4), the word ‘‘continue’’ is omitted as in- cluded in ‘‘carry out’’. Editorial Notes AMENDMENTS 2007—Par. (5). Pub. L. 110–26 added par. (5). § 300103. Membership and chapters (a) MEMBERSHIP.—Membership in the corpora- tion is open to all the people of the United States and its territories and possessions, on payment of an amount specified, or as otherwise provided, in the bylaws. (b) CHAPTERS.—(1) The chapters of the cor- poration are the local units of the corporation. The corporation shall prescribe policies and reg- ulations related to— (A) granting charters to the chapters and re- voking those charters; (B) the territorial jurisdiction of the chap- ters; (C) the relationship of the chapters to the corporation; and (D) compliance by the chapters with the policies and regulations of the corporation. (2) The policies and regulations shall require that each chapter adhere to the democratic principles of election specified in the bylaws in electing the governing body of the chapter and selecting delegates to the annual meeting of the corporation. (Pub. L. 105–225, Aug. 12, 1998, 112 Stat. 1491; Pub. L. 110–26, § 5, May 11, 2007, 121 Stat. 106.) HISTORICAL AND REVISION NOTES Revised Section Source (U.S. Code) Source (Statutes at Large) 300103(a) ..... 36:4a (1st par.). Jan. 5, 1905, ch. 23, § 4a, as added May 8, 1947, ch. 50, § 5, 61 Stat. 81. 300103(b) ..... 36:4a (last par.). In subsection (a), the word ‘‘possessions’’ is sub- stituted for ‘‘dependencies’’ for clarity and consistency in the revised title. The words ‘‘from time to time’’ are omitted as unnecessary. In subsection (b)(1), before clause (A), the words ‘‘within the States and Territories of the United States’’ are omitted as unnecessary. The words ‘‘The board of governors shall prescribe regulations related to’’ are substituted for ‘‘The regulations with respect to . . . shall be as determined from time to time by the Board of Governors’’ for consistency in the revised title. In clause (D), the word ‘‘regulations’’ is sub- stituted for ‘‘rules’’ for clarity and consistency in the revised title and with other titles of the United States Code. Editorial Notes AMENDMENTS 2007—Subsec. (a). Pub. L. 110–26, § 5(1), inserted ‘‘, or as otherwise provided,’’ before ‘‘in the bylaws’’. Subsec. (b)(1). Pub. L. 110–26, § 5(2), in introductory provisions, substituted ‘‘corporation shall’’ for ‘‘board of governors shall’’ and inserted ‘‘policies and’’ before ‘‘regulations related’’. Subsec. (b)(2). Pub. L. 110–26, § 5(3), inserted ‘‘policies and’’ before ‘‘regulations shall require’’ and substituted ‘‘annual meeting’’ for ‘‘national convention’’. § 300104. Board of governors (a) BOARD OF GOVERNORS.— (1) IN GENERAL.—The board of governors is the governing body of the corporation with all powers of governing and directing, and of over- seeing the management of the business and af- fairs of, the corporation. (2) NUMBER.—The board of governors shall fix by resolution, from time to time, the num- ber of members constituting the entire board of governors, provided that— (A) as of March 31, 2009, and thereafter, there shall be no fewer than 12 and no more than 25 members; and (B) as of March 31, 2012, and thereafter, there shall be no fewer than 12 and no more than 20 members constituting the entire board. Procedures to implement the preceding sen- tence shall be provided in the bylaws. (3) APPOINTMENT.—The governors shall be appointed or elected in the following manner: (A) CHAIRMAN.— (i) IN GENERAL.—The board of governors, in accordance with procedures provided in the bylaws, shall recommend to the Presi- dent an individual to serve as chairman of the board of governors. If such rec- ommendation is approved by the Presi- dent, the President shall appoint such in- dividual to serve as chairman of the board of governors. (ii) VACANCIES.—Vacancies in the office of the chairman, including vacancies re- sulting from the resignation, death, or re- moval by the President of the chairman, shall be filled in the same manner de- scribed in clause (i). (iii) DUTIES.—The chairman shall be a member of the board of governors and, when present, shall preside at meetings of the board of governors and shall have such other duties and responsibilities as may be provided in the bylaws or a resolution of the board of governors. (B) OTHER MEMBERS.— (i) IN GENERAL.—Members of the board of governors other than the chairman shall be elected at the annual meeting of the corporation in accordance with such proce- dures as may be provided in the bylaws.