In the case of the administration of the Business Corporation Act of 1954, the Commissioners after a good deal of consideration, as well as of their predecessor Boards of Commissioners, numerous predecessors, have come to the conclusion that it is not necessary to establish a separate, independent, autonomous department by

statute.

Mr. Dowdy. How many departments and agencies does the District of Columbia already have?

Mr. BRYAN. Mr. Chairman, at the present time there are a good many less than there were when Congress permitted it to become law.

In Reorganization Plan No. 5 of 1952 submitted to the Congress by President Truman, at that time there were 93 separate departments. The Congress by its acquiescence in Reorganization Plan No. 5 of 1952 obviously agreed that something ought to be done about the proliferation of departments. As a matter of fact, that was one of the considerations that the Congress had in mind when it passed the Business Corporation Act of 1954 just 2 years after Reorganization Plan No. 5 became law.

Right in the body of section 120 of the Business Corporation Act of 1954, which is found in section 29-935, District of Columbia Code, you will find a paragraph reading as follows:

The Commissioners may transfer any or all of the functions vested in them by this act to any agent designated by them pursuant to the provisions of this act or to any office or agency established by them pursuant to Reorganization Plan No. 5 in 1952.

As pointed out by the Commissioners in their report to the chairman of the committee which I understand is now incorporated in the record the report of the Commissioners dated June 14, 1965, states among other things that when the bill was under consideration by the Congress it had in it language which would have created a separate, autonomous department of corporations. Upon representations made by the Commissioners and based on the testimony before the committees, that language was stricken. The language which is now in section 120 authorizing the Commissioners to delegate was incorporated in the bill.

The functions of administering the Business Corporation Act was vested in the Commissioners as Mr. Philipson stated. Congress said also that the Commissioners may delegate the function. Congress said they may do it in accordance with Reorganization Plan No. 5 of 1952. What does Reorganization Plan No. 5 of 1952 do? May I point out that when President Truman's message was transmitted, the plan stated among other things:

The plans and powers of the Board of Commissioners are to provide for the performance of most of its executive functions by officers and agents and employees of the District government. This provision authorizes appropriate delegation of authority both with and without the right of redelegation as the Commissioners may decide and the withdrawal or modification of such delegation at any time. Mr. HORTON. Mr. Bryan, I have before me the report of the Senate (S. Rept. 516, 83d Cong.) that accompanied the original legislation. The report stated:

It is understood that the Commissioners pursuant to that section (sec. 120) will appoint a Superintendent of Corporations who will be charged by them with the administration and enforcement of the act.

What is the answer to that?

Mr. BRYAN. As a matter of fact, the Superintendent of Corporations was appointed to operate under the supervision and control of the Recorder of Deeds. May I point out, too, the House committee

Mr. HORTON. Just a second. You just heard Mr. Philipson question the authority for redelegation and you also heard perhaps his statement that some of these certificates are issued by the Superintendent and some are issued by the Commissioner and Recorder of Deeds. Why does that situation exist?

Mr. BRYAN. Mr. Horton, please, may I make a preliminary statement and then ask Mr. Ridley, the Recorder of Deeds, to answer the last part of your question?

First, may I point out that I am in the anomalous position of having brought to my attention what the committee of Congress on the other side of the Capitol said and now I have to call to your attention what this committee said on that same point. This is what this committee said in House Report No. 188 of the 83d Congress, dated March 19, 1953:

The bill, H.R. 3704, is a substitute for H.R. 15 of the present session which was introduced by Mr. O'Hara on January 5, 1953. It is identical with H.R. 15 and previous H.R. 15 with one exception. Reorganization Plan No. 5 of 1952 vested in the Commissioners of the District of Columbia the authority being exercised by various municipal departments of the District government. In conformity with that reorganization it was believed to be more appropriate to charge the Commissioners of the District of Columbia-see section 121(a)-with the administration and enforcement of the act and allow them to redelegate their functions to a Superintendent of Corporations rather than to establish by law a new Department of Corporations as provided for in section 120(a) of H.R. 15 which would be inconsistent with the spirit of the reorganization.

Mr. HORTON. Stop right there.

Mr. BRYAN. That is not the end of that phase of it. But I will stop. Mr. HORTON. I am glad that you read that because I wanted to ask a question about that, too. That says that the House report says that it was appropriate to charge the Commissioners with the administration and enforcement of the act, which is what was done and which I have no question at all with.

Then it says to allow them to redelegate-perhaps a better word would be "delegated" there their functions to a Superintendent of Corporations.

Mr. BRYAN. Yes, sir.

Mr. HORTON. Rather than to establish a new department. I am not talking about a new department. I am talking about the authority of the delegation to a Superintendent of Corporations. The Commissioners didn't do that. They delegated that authority to a Recorder or Commissioner of Deeds; is that correct?

Mr. BRYAN. To a Recorder of Deeds with authority to redelegate. Mr. HORTON. Then what?

Mr. BRYAN. With authority to redelegate.

Mr. HORTON. They do not have that authority?

Mr. BRYAN. Yes; they do.

Mr. HORTON. It does not say that. The report from the House, if you want to be specific with the language, says the Commissioners are charged with the administration and enforcement and they are allowed to redelegate the authority given to them to a Superintendent.

It does not say to redelegate to a Commissioner of Deeds and then for him to redelegate.

Mr. BRYAN. It goes on and says in accordance with Reorganization Plan No. 5 which allows redelegation. If I may be permitted to do so, if I may be allowed to pursue that point as far as this committee is concerned, in that same Congress, 83d Congress, a bill amending the Business Corporation Act was up for consideration and became law.

That became law. I am sorry I do not have the exact citation. It became law in the same year. I will furnish that for the record. In any event, House Report No. 2331 of the 83d Congress reporting on the bill which became law said that the purpose of the amendment is set out in Senate Report 1781 and House Report 2331. Here is a quotation from the House report:

Two amendments were approved by the Senate. The first amendment is to make certain that the Commissioners of the District of Columbia, despite the authorization granted by this act in regard to fixing fees to be charged by the Recorder of Deeds, will not modify any provisions relating to fees authorized by the District of Columbia Corporation Act.

While the Commissioners have not made a decision as to whether District's agency will administer the Corporation Act, the committee thought it desirable to insert this amendment in case such duties were assigned to the Office of the Recorder of Deeds.

The second amendment adopted by the Senate was deemed necessary because the Corporation Act vested the authority in the Board of Commissioners to administer and enforce the provisions of such act and to conform with Reorganization Plan No. 5 of 1952.

Mr. HORTON. That is what I read. Section 120 was amended accordingly.

Then they go on to state that it was understood the Commissioners, pursuant to that section, would appoint a Superintendent of Corporations who would be charged by them with the administration and enforcement of the act. I do not find anything in this information. before us here that would indicate that there was any contemplation that this authority would be delegated to a Recorder of Deeds who in turn would have authority to redelegate.

Mr. BRYAN. The specific wording in the House and Senate reports which you just read indicating the possibility that the Commissioner would delegate to a Recorder of Deeds, it says so.

Mr. HORTON. Let us accept that. Then go a little further. Delegate it to the Recorder of Deeds.

Mr. BRYAN. Go a little further?

Mr. HORTON. What is the basis for the redelegation?

Mr. BRYAN. I am coming to that. All of the legislative historyMr. HORTON. Excuse me. Let me ask you this question: Has there been a redelegation by the Recorder to the Superintendent? Mr. BRYAN. I will have to ask the Recorder himself who is here to answer that. Do you want that answered now?

Mr. HORTON. You are representing the Commissioners?

Mr. BRYAN. The Recorder himself is right here.

Mr. RIDLEY. There was a full redelegation of the first act in 1954 to the Superintendent of Corporations; that is true.

Mr. HORTON. By whom?

Mr. RIDLEY. By the Recorder of Deeds.

Mr. HORTON. Is that in writing?

Mr. RIDLEY. That is in writing and in the Office of the Recorder of Deeds; yes, sir.

Mr. HORTON. Can that be furnished as an addition here to the record?

Mr. RIDLEY. Yes, sir; if you wish, we can do that. That is for the business corporation side.

Mr. HORTON. Mr. Chairman, I ask that that be incorporated in our record here.

Mr. DowDY. That will be made a part of the record.

Mr. RIDLEY. We can furnish that.

(The information referred to, subsequently submitted, follows:)
GOVERNMENT OF THE DISTRICT OF COLUMBIA,
OFFICE OF RECORDER OF DEEDS,
Washington, D.C., August 4, 1965.

Hon. JOHN DOWDY,
House of Representatives,
Washington, D.C.

DEAR SIR: Enclosed herewith you will please find copies of the redelegations of authority to the Superintendent of Corporations, copies of incorporation certificates for business and nonprofit corporations, and a statement of the estimated expenses for the establishment of a Corporations Department in the District of Columbia.

The enclosed are submitted as requested during my testimony before your committee on August 3, 1965.

Respectfully yours,

PETER S. RIDLEY,
Recorder of Deeds.

P.S.-Additionally, we are including cost data for the past 5 years.

P.S.R.

GOVERNMENT OF THE DISTRICT OF COLUMBIA,
OFFICE OF RECORDER OF DEEDS,

Delegation of authority to the Superintendent of Corporations to administer certain provisions of the District of Columbia Business Corporation Act. ORDERED:

Part I. Pursuant to the authority contained in Public Law 389, 83d Congress, herein referred to as the District of Columbia Business Corporations Act, and Order No. 54-1980 (Organization Order No. 101, G. F. 29-000, as amended) of the Board of Commissioners, District of Columbia, the following functions are delegated to the Superintendent of Corporations, who shall have full authority over such functions. This authority shall be exercised in accordance with applicable laws, rules, and regulations.

(1) Issues certificates of incorporation, reincorporation, amendment of articles of incorporation, merger, consolidation, ownership, and dissolution of domestic corporations.

(2) Issues certificates of authority and amended certificates of authority to foreign corporations.

(3) In accordance with section 123(a) of the act, issues proclamations, listing the names of domestic and foreign corporations which have failed or refused to pay annual report fees, or to file annual reports.

(4) Issues certificates of reinstatement to proclaimed corporations which have filed a petition of reinstatement and which otherwise comply with the requirements for reinstatement of the District of Columbia Business Corporation Act.

(5) Recommends to the Corporation Counsel the institution of necessary proceedings in the name of the District of Columbia, to dissolve a corporation or to enjoin a corporation from transacting unauthorized business.

(6) Receives applications for, and issues certificates of withdrawal to foreign corporations desiring to withdraw their authority to transact business from the District.

(7) Develops and proposes to the Commissioners regulations and procedures necessary for carrying out the provisions of the District of Columbia Business Corporation Act.

(8) Collects all fees, license taxes, penalties, and other charges as prescribed in the District of Columbia Business Corporation Act, and deposits same with the Collector of Taxes, District of Columbia.

(9) Receives and files all papers required by law to be filed in connection with incorporation, regulation, merger, consolidation, and dissolution of business corporations, domestic or foreign, in the District of Columbia.

(10) Serves as custodian of the official seal prescribed by the Commissioners for use in executing certificates and other documents or papers, in pursuance of the authority conferred by the District of Columbia Business Corporations Act and certifies and authenticates copies of documents and other papers filed pursuant to such act.

(11) Serves as representative of the Commissioners in attending and participating in the meetings of national organizations of State officials having supervision over corporations, and of the committees thereof; and visits corporation departments of the various States, as necessary or desirable, in connection with the proper performance of the functions assigned herein, subject to prior approval of the Commissioners of such visits.

(12) Prescribes and furnishes forms for reports and other documents required to be filed under the provisions of the District of Columbia Business Corporations Act.

(13) Prepares, and provides upon request, forms for all documents and papers required to be filed under the provisions of the District of Columbia Business Corporation Act.

(14) Upon proper application of any person or corporation referred to in section 9(a) of the District of Columbia Business Corporations Act, determines whether a specified corporate name is available for corporate use; if available, reserves the exclusive right for the applicant to the use of such name for a period of 60 days; and authorizes, upon filing of proper notice, the transfer of such name to any person or corporation other than the applicant for whom the name was reserved.

(15) Revokes certificates of authority of foreign corporations to transact business in the District of Columbia; issues certificates of revocation of certificates of authority; and corrects errors in proclamations of revocations.

(16) Reserves names of all corporations, the articles of incorporation of which have been revoked, and of all foreign corporations, the certificates of authority of which have been revoked, until December 31, of the year in which the proclamation of revocation was issued.

(17) Refuses to file any articles, statements, certificates, reports, applications, notices, or other papers relating to any corporation, demestic or foreign, organized under or subject to the act, until all fees and charges provided to be paid in connection therewith shall have been paid to them, or while the corporation is in default in the payment of any fees, charges or penalties provided to be paid by or assessed against it.

(18) As appropriate, disapproves any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by the act to be approved by the Commissioners before the same shall be filed in their office, and within 10 days after the delivery thereof to them, to give written notice of their disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor.

(19) Performs all functions relating to nonprofit corporations which were retransferred by the Board of Commissioners to the Recorder of Deeds, District of Columbia.

(20) In the event a domestic corporation fails to appoint or maintain a registered agent as required by law, the Superintendent of Corporations, in the name of the Commissioners, shall act as agent of such corporation, upon whom any process, notice, or demand may be served; and said Superintendent shall keep records of all processes, notices, and demands served thereon, and shall record the time of such service and the action with respect thereto.

(21) In the event a foreign corporation, authorized to transact business in the District, fails to appoint or maintain in the District a registered agent, as required by law, or whenever any such registered agent cannot with reasonable diligence be found at the registered office in the District of such corporation, or whenever the certificate of authority of any foreign corporation shall be revoked, the Superintendent of Corporations, in the name of the Commissioners, shall act as