agent and representative 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. (22) In the event the Commissioners of the District of Columbia receive an irrevocable appointment as an agent of a surviving or new corporation, after a merger or consolidation of domestic and foreign corporations, to accept service of process in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation, the Superintendent of Corporations, in the name of the Commissioners, shall act as agent of such corporation, upon whom any process may be served, in any such proceeding; and said Superintendent shall keep records of all process served, and shall record the time of such service and the action with respect thereto. (23) Assesses penalties, in accordance with section 119 (c) of the act, in an amount not in excess of $100 for foreign corporations transacting business in the District of Columbia without a certificate of authority and recommends to the Board of Commissioners any penalties proposed in excess of $100 all such penalties to be in addition to all charges and fees which would have been imposed by the act had the corporation duly applied for and received a certificate of authority. Part II. It shall be the responsibility of the Superintendent of Corporations, from time to time, to inform the Recorder of Deeds of the activities performed under the delegations contained herein, such information to be contained in monthly reports regarding status of work and major problems. Special interim reports shall be made in connection with urgent matters as such matters arise. This order shall become effective upon the close of business on February 18, 1955; and effective as of the same date and hour, the order of delegation issued by the Recorder of Deeds, District of Columbia, on December 2, 1954, and made effective as of December 6, 1954, is hereby rescinded. JOHN B. DUNCAN, GOVERNMENT OF THE DISTRICT OF COLUMBIA, Delegation of authority to the Superintendent of Corporations to administer certain provisions of the District of Columbia Business Corporation Act. ORDERED: That pursuant to the authority contained in Order No. 54–1980 and Organization Order No. 101, G.F. 29-000, as amended, of the Board of Commissioners, District of Columbia, the order of the Recorder of Deeds, dated February 18, 1955, delegating certain functions to the Superintendent of Corporations, is hereby amended by inserting the following paragraphs "(20),” “(21),” and “(22)” in part I thereof: "(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 agent and representative 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. "(22) In the event the Commissioners of the District of Columbia receive an irrevocable appointment as an agent of a surviving or new corporation after a merger or consolidation of domestic and foreign corporations, to, accept service of process in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation, the Superintendent of Corporations, in the name of the Commissioners, shall act as agent of such corporation, upon whom any process may be served, in any such proceeding; and said Superintendent shall keep records of all process served, and shall record the time of such service and the action with respect thereto.' This order shall become effective April 23, 1955. JOHN B. DUNCAN, Recorder of Deeds. GOVERNMENT of the District of ColumbIA, Delegation of authority to the Superintendent of Corporations to administer certain provisions of the District of Columbia Business Corporation Act. ORDERED: That, pursuant to the authority contained in Order No. 54-1980 and Organization Order No. 101, G.F. 29-000, as amended, of the Board of Commissioners, District of Columbia, the order of the Recorder of Deeds dated February 18, 1955, delegating certain functions to the Superintendent of Corporations, is hereby amended by inserting the following paragraph "(23)" in part I thereof: "(23) Assesses penalties, in accordance with section 119(c) of the Act, in an amount not in excess of $100 for foreign corporations transacting business in the District of Columbia without a Certificate of Authority and recommends to the Board of Commissioners any penalties proposed in excess of $100 all such penalties to be in addition to all charges and fees which would have been imposed by the Act had the corporation duly applied for and received a Certificate of Authority." This order shall become effective June 20, 1955. JOHN B. DUNCAN, GOVERNMENT OF THE DISTRICT OF COLUMBIA, Delegation of authority to the Superintendent of Corporations to administer certain provisions of the District of Columbia Business Corporation Act. ORDERED: That pursuant to the authority contained in Order No. 54-1980 and Organization Order No. 101, G.F. 29-000, of the Board of Commissioners, District of Columbia, as amended, the order of the Recorder of Deeds dated February 18, 1955, as amended, delegating certain functions to the Superintendent of Corporations, is hereby further amended by inserting the following paragraphs “(24),” "(25)," and "(26)" in part I thereof: "(24) Receives notices of resignation, executed in triplicate, from registered agents of domestic corporations wishing to resign, and mails one copy thereof to the corporation at its registered office and another copy thereof to the corporation at its principal office in the District. "(25) Receives notices of resignation, executed in duplicate, from registered agents of foreign corporations, and mails one copy thereof to the corporation at its principal office in the State under the laws of which it is organized. "(26) Acts as agent and representative of every foreign corporation which shall transact business in the District of Columbia without a certificate of authority, upon whom any process, notice, or demand may be served as provided in section 108(b) of the District of Columbia Business Corporation Act, as amended." This order shall become effective February 23, 1960. JOHN B. DUNCAN, Recorder of Deeds. GOVERNMENT OF THE DISTRICT OF COLUMBIA, OFFICE OF RECORDER OF DEEDS, Washington, December 6, 1961. Delegation of authority to the Superintendent of Corporations to administer certain provisions of the District of Columbia Business Corporation Act. ORDERED: That, pursuant to the authority vested in me by Organization Order No. 101, dated Septebmer 16, 1954, as amended, the second sentence of part I of the order of the Recorder of Deeds dated February 18, 1955, as amended, delegating certain functions to the Superintendent of Corporations, is hereby amended to read as follows: "This authority shall be exercised in accordance with applicable laws, rules, and regulations, subject to the supervision, direction and control of the Recorder of Deeds, D.Č." PETER S. RIDLEY, Recorder of Deeds. Mr. HORTON. That has to do with business corporations. about nonprofit corporations? How Mr. RIDLEY. There was not a formal delegation made for the nonprofit corporation. The Superintendent of Corporations was instructed to continue under the same delegation for both acts. There was not a detailed one given in that second delegation at all. Mr. HORTON. There has been nothing other than verbal? Mr. RIDLEY. That is true but he operates under the Recorder anyway. It was not found necessary to do so. Mr. HORTON. There is no copy of a redelegation then to the Superintendent of Corporations for nonprofit corporations, is that right? Mr. RIDLEY. I would say it this way: On December 6, I think it was, 1954, there was an amendment to the original redelegation to the Superintendent letting him know that he did work under the supervision of the Recorder. That meant that included the later act and the earlier act. It was a general understanding. There was some theory advanced if you attempt to delegate in detail there is a possibility of error or misunderstanding. That is the reason we did not do a detailed delegation on the second act. Mr. HORTON. Mr. Bryan, is there any legal objection to delegations in authority directly to the Superintendent of Corporations without setting up a department? Mr. BRYAN. As a matter of law that can be done. Legally it can be done. Mr. HORTON. Is there any reason why it cannot be done.? Mr. BRYAN. The reason really resolves itself as to whether it is good administration and good policy to do so. Mr. HORTON. Can you talk to that question? Mr. BRYAN. Well, excuse me. Would you indulge me for half a minute? Mr. Ridley feels that he ought to comment on that point. Mr. BRYAN. You asked for reasons why. Mr. HORTON. You are speaking for the Commissioners? Mr. BRYAN. I am speaking for the Commissioners; yes, sir. Mr. HORTON. Mr. Ridley is just speaking as the Recorder of Deeds? He does not make policy in this field? Mr. BRYAN. No. As a matter of policy Mr. HORTON. I am asking about policy. Mr. BRYAN. As a matter of policy, the Commissioners feel that the delegation should be to the responsible official who happens to be the Recorder of Deeds. Whatever is done under his supervision and control is his responsibility and that is where the delegation should be. Mr. HORTON. When you say "responsible official," what do you mean? The Superintendent of Corporations is a responsible official? Mr. BRYAN. No, sir. The Recorder of Deeds was made the administrator of the Business Corporation Act by the Commissioners pursuant to authority given by Congress. Mr. HORTON. I think you better legally substantiate the redelegation for the benefit of this committee, as I see it. Mr. BRYAN. I will be glad to do that in writing. I would like to explain to you for the record orally right now the rest of what I started to say earlier on the redelegation phase of it. That is this: All of the history, including the specific language of the Business Corporation Act, refers to delegation in accordance with Reorganization Plan No. 5 of 1952. Mr. HORTON. Parenthetically it says delegation by the Commissioners to a Superintendent? Mr. BRYAN. I have not gotten to what it says yet. No, it does not say that. May I read it? I am now reading from section 3 of Reorganization Plan No. 5 of 1952 which is found in volume 66, Statutes at Large, page 824, section 3: Except as otherwise provided in this section, the Board of Commissioners is hereby authorized to make from time to time such provisions as it deems appropriate to authorize the performance of any of its functions, including any function transferred to or otherwise vested in the Board of Commissioners by this reorganization plan by any member of the Board of Commissioners or by any other officer, employee or agency of the District of Columbia except the courts thereof. That is the end of section 3(a) of Reorganization Plan No. 5 of 1952. The actual order of delegation to the Superintendent, which is found in the District of Columbia Code Mr. HORTON. With no authority stemming from that? If you can read a redelegation of authority in the initial act of reorganization, that is one thing. If you are going to try to justify it on the order of the Commissioners then I say to you that the authority cannot stem from that because they are going without the purview of the action taken by the Congress. Mr. BRYAN. I trust that you have taken into consideration, Mr. Horton, what Congress said in section 120 of the act. Mr. HORTON. I am also taking that into consideration. I am taking into consideration what the House and Senate said in their reports accompanying that. Mr. BRYAN. All those things taken together indicate clearly that Congress said clearly the Commissioners in carrying out their administration of the act, which was vested in them by the act, they could delegate in accordance with plan No. 5 of 1952. Mr. HORTON. Right, period. Where do you go from there? Mr. BRYAN. Plan No. 5 contemplates not only delegation but redelegation. Mr. HORTON. That is your basis and I want you to substantiate that legally and you have not done that so far legally, at least so far in my judgment. Mr. BRYAN. I will be glad to submit a memorandum on it. At the moment that is the basis that I can give you. Now, the organization order itself is in the code. It is found in the code following section 29-935. It is Organization Order No. 101. Mr. HORTON. Mr. Bryan, if you are going to submit that for the record-I would like to ask you this: Doesn't it cause confusion to corporations and those interested in setting up corporations to have in one instance certificates coming from the Recorder of Deeds? I am not quarreling with his authority or with his ability. But does it not cause some confusion to have some of these certificates issued by one office and other certificates issued by another office? Apparently filing in one place and in other places. Mr. BRYAN. I have not heard of any corporations being confused. Mr. HORTON. That is all. I have no further questions. (The information and opinion referred to, subsequently submitted, follow): GOVERNMENT OF THE DISTRICT OF COLUMBIA, Hon. JOHN DOWDY, Chairman, Subcommittee No. 4, Committee on the District of Columbia, EXECUTIVE OFFICE, Washington, October 18, 1965. Washington, D.C. The DEAR MR. DOWDY: During the hearing before your subcommittee on August 3, 1965, concerning H.R. 7173, a bill to amend the District of Columbia Business Corporation Act and the District of Columbia Nonprofit Corporation Act. Mr. Horton requested that additional material be submitted by the District government relating to the Commissioners' position on the bill. Mr. Horton requested substantiation of the redelegation by the Recorder of Deeds to the Superintendent of Corporations of the authority conferred on the Commissioners by the Business Corporation Act and the Nonprofit Corporation Act. Commissioners are informed that the subcommittee has already received from the Recorder of Deeds copies of his orders delegating to the Superintendent of Corporations authority to administer certain provisions of the Business Corporation Act and copies of the form of certificate issued under the Business Corporation Act and the Nonprofit Corporation Act. A significant provision of the Recorder's redelegation to the Superintendent is that the authority to be exercised by the Superintendent is "subject to the supervision, direction and control of the Recorder of Deeds, District of Columbia." The forms of certificates contain the heading "Office of Recorder of Deeds" with the subdesignation "Corporation Division" and a blank for the signature of the Superintendent of Corporations below the printed name of the Recorder of Deeds. This material clearly indicates that this "redelegation" is not, in fact, an absolute delegation by the Recorder to the Superintendent of the administration of these acts conferred on him by the Commissioners. Rather, it is a subdelegation to a deputy of various administrative duties under the acts, subject at all times to supervision, direction, and control of the principal. Assuming that there were an absolute redelegation of functions under these acts by the Recorder to the Superintendent, the legislative history of these statutes indicates that such redelegation was in the contemplation of Congress. As indicated in our report on H. R. 7173, dated June 14, 1965, the legislative history of the Business Corporation Act evidences congressional intent that the Commissioners' delegation of authority under that legislation be in conformity with the spirit of the reorganization contained in Reorganization Plan No. 5 of 1952. In |