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S. 616 · Senate bill · 119th Congress
This act revises the federal charter for the Foundation of the Federal Bar Association to shift authority from the charter to the bylaws.
Specifically, it makes the following changes:
removes the requirement for the foundation to be incorporated and domiciled in the District of Columbia;
requires the board of directors to decide, and specify in the bylaws, the location of the principal office;
specifies that the bylaws—not the charter—must provide for the terms of membership, the responsibilities of the board of directors, and the election of officers;
prohibits a director or officer, in his or her corporate capacity, from contributing to, supporting, or participating in political activities;
allows income and assets of the corporation to be used to reasonably compensate or reimburse expenses of an officer, director, or member; to award a grant to the Federal Bar Association chapter of an officer, director, or member; and to reasonably compensate employees;
expands a prohibition on loans for directors and officers to include members and employees; and
specifies that on dissolution or final liquidation, any remaining assets must be distributed as provided by the board of directors instead of deposited in the Treasury.
This Act may be cited as the “Foundation of the Federal Bar Association Charter Amendments Act of 2025”.
Section 70501 of title 36, United States Code, is amended—
(1) by striking subsection (b); and
(2) by redesignating subsection (c) as subsection (b).
Section 70503 of title 36, United States Code, is amended—
(1) by striking subsections (a) and (b) and inserting the following:
“(a) Eligibility.— Except as provided in this chapter, eligibility for membership in the corporation and the rights and privileges of members are as provided in the bylaws.”; and
(2) by redesignating subsection (c) as subsection (b).
Section 70504 of title 36, United States Code, is amended to read as follows:
“70504. Governing body.—
(a) Board of directors.— The board of directors is the governing body of the corporation. The board may exercise, or provide for the exercise of, the powers of the corporation. The board of directors and the responsibilities of the board are as provided in the bylaws.
(b) Officers.— The officers and the election of the officers are as provided for in the bylaws.”.
Section 70507 of title 36, United States Code, is amended to read as follows:
“70507. Restrictions.—
(a) Stock and dividends.— The corporation may not issue stock or declare or pay a dividend.
(b) Political activities.—
(1) In general.— The activities, funds, income, and property of the corporation may not be used to carry on political activity or attempt to influence legislation.
(2) No contribution, support, or participation.— The corporation or a director or officer in the corporate capacity of the director of officer may not contribute to, support, or participate in any political activity or in any manner attempt to influence legislation.
(c) Distribution of income or assets.—
(1) In general.— 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, in amounts approved by the board of directors, of—
(A) reasonable compensation; or
(B) reimbursement for expenses incurred in undertaking the corporation’s business, to officers, directors, or members.
(2) Rule of construction.— This subsection shall not be construed to—
(A) prevent the award of a grant to a Federal Bar Association chapter of which an officer, director, or member may be a member; or
(B) prevent the payment of reasonable compensation to the corporation’s employees for services undertaken on behalf of the corporation.
(d) Loans.— The corporation may not make a loan to a director, officer, member, or employee.
(e) Immunity from liability.— Members and private individuals are not liable for the obligations of the corporation.
(f) Claim of governmental approval or authority.— The corporation—
(1) may not claim congressional approval or the authority of the United States Government for any of its activities; and
(2) may acknowledge this charter.”.
Section 70508 of title 36, United States Code, is amended by striking “the District of Columbia,” and inserting “a United States location decided by the board of directors and specified in the bylaws,”.
Section 70510 of title 36, United States Code, is amended to read as follows:
“70510. Service of process.— The corporation shall comply with the law on service of process of the State or District in which it is incorporated.”.
Section 70512 of title 36, United States Code, is amended to read as follows:
“70512. Deposit of assets on dissolution or final liquidation.— On dissolution or final liquidation of the corporation, any assets of the corporation remaining after the discharge of all liabilities shall be distributed—
(a) as provided by the board of directors; and
(b) in compliance with the charter and bylaws.”.
The budgetary effects of this Act, for the purpose of complying with the Statutory Pay-As-You-Go Act of 2010, shall be determined by reference to the latest statement titled “Budgetary Effects of PAYGO Legislation” for this Act, submitted for printing in the Congressional Record by the Chairman of the Senate Budget Committee, provided that such statement has been submitted prior to the vote on passage.