All 68 Stat. 893. PRINCIPAL OFFICE; SCOPE OF ACTIVITIES; DISTRICT OF COLUMBIA AGENT SEC. 5. (a) The principal office of the corporation shall be located in New York City, New York, or in such other place as may be later determined by the board of directors, but the activities of the corporation shall not be confined to that place, but may be conducted throughout the various States, Territories, and possessions of the United States. (b) The corporation shall have in the District of Columbia at all times a designated agent authorized to accept service of process for the corporation; and notice to or service upon such agent, or mailed to the business address of such agent, shall be deemed notice to or service upon the corporation. MEMBERSHIP; VOTING RIGHTS SEC. 6. (a) Eligibility for membership in the corporation and the rights, privileges, and designation of classes of members shall, except as provided in this Act, be determined as the constitution and bylaws of the corporation may provide. (b) Each member of the corporation, other than honorary, sustaining or associate members, shall have the right to one vote on each matter submitted to a vote at all meetings of the members of the corporation. BOARD OF DIRECTORS: COMPOSITION, RESPONSIBILITIES SEC. 7 (a) Upon the enactment of this Act the membership of the initial board of directors of the corporation shall consist of the present members of the executive committee of the National Fund for Medical Education, Incorporated, the corporation described in section 16 of this Act, or such of them as may then be living and are qualified members of said executive committee, to wit: Earl Bunting, Washington, District of Columbia; Colby M. Chester, New York, New York; S. Sloan Colt, Westhampton Beach, New York; William E. Cotter, Scarsdale, New York; Victor Emanuel, New York, New York; William B. Given, Junior, New York, New York; Herbert Hoover, New York, New York; Devereux C. Josephs, New York, New York; Samuel D. Leidesdorf, New York, New York; Leroy A. Lincoln, New York, New York; Eustace Seligman, New York, New York; Juan T. Trippe, Greenwich, Connecticut; and John S. Zinsser, Philadelphia, Pennsylvania; together with the following members of the medical profession, namely, Donald C. Balfour, M. D., Rochester, Minnesota; Louis H. Bauer, M. D., Hempstead, New York; Howard A. Rusk, M. D., New York, New York; and Harvey B. Stone, M. D., Baltimore, Maryland. (b) Thereafter, the board of directors of the corporation shall consist of such number (not less than fifteen and not more than twentyfive, four of whom shall at all times be members of the medical profession), shall be selected in such manner (including the filling of vacancies), and shall serve for such term as may be prescribed in the constitution and bylaws of the corporation. (c) The board of directors shall be the governing board of the corporation and, during the intervals between the meetings of members, shall be responsible for the general policies and program of the corporation and for the control of all contributed funds as may be raised by the corporation. All 68 Stat, 894. OFFICERS; ELECTION AND DUTIES OF OFFICERS SEC. 8. (a) The officers of the corporation shall be a chairman of the board of directors, a president, one or more vice presidents (as may be prescribed in the constitution and bylaws of the corporation), a secretary, and a treasurer, and one or more assistant secretaries and assistant treasurers as may be provided in the constitution and bylaws. (b) The officers of the corporation shall be elected in such manner and for such terms and with such duties as may be prescribed in the constitution and bylaws of the corporation. USE OF INCOME ; LOANS TO OFFICERS, DIRECTORS, OR EMPLOYEES SEC. 9. (a) No part of the income or assets of the corporation shall inure to any of its members, directors, or officers as such, or be distributable to any of them during the life of the corporation or upon its dissolution or final liquidation. Nothing in this subsection, however, shall be construed to prevent the payment of compensation to officers of the corporation in amounts approved by the board of directors of the corporation. (b) The corporation shall not make loans to its officers, directors, or employees. Any director who votes for or assents to the making of a loan or advance to an officer, director or employee of the corporation, and any officer who participates in the making of such a loan or advance, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof. NONPOLITICAL NATURE OF CORPORATION SEC. 10. The corporation, and its officers and directors as such, shall not contribute to or otherwise support or assist any political party or candidate for public office. LIABILITY FOR ACTS OF OFFICERS AND AGENTS SEC. 11. The corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority. PROHIBITION AGAINST ISSUANCE OF STOCK OR PAYMENT OF DIVIDENDS SEC. 12. The corporation shall have no power to issue any shares of stock or to declare or pay any dividends. BOOKS AND RECORDS; INSPECTION SEC. 13. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any authority under the board of directors; and it shall also keep at its principal office a record of the names and addresses of its members entitled to vote. All books and records of the corporation may be inspected by any member entitled to vote, or his agent or attorney, for any proper purpose, at any reasonable time. AUDIT OF FINANCIAL TRANSACTIONS SEC. 14. (a) The financial transactions shall be audited annually by an independent certified public accountant in accordance with the principles and procedures applicable to commercial corporate transactions. The audit shall be conducted at the place or places where the accounts of the corporation are normally kept. All books, All 68 Stat. 895, accounts, financial records, reports, files, and all other papers, things, or property belonging to or in use by the corporation and necessary to facilitate the audit shall be made available to the person or persons conducting the audit; and full facilities for verifying transactions with the balances or securities held by depositories, fiscal agents, and custodians shall be afforded to such person or persons. (b) A report of such audit shall be made by the corporation to the Report to Congress not later than March 1 of each year. The report shall set Congress. forth the scope of the audit and shall include a verification by the person or persons conducting the audit of statements of (1) assets and liabilities, (2) capital and surplus or deficit, (3) surplus or deficit analysis, (4) income and expense, and (5) sources and application of funds. Such report shall not be printed as a public document. USE OF ASSETS ON DISSOLUTION OR LIQUIDATION SEC. 15. Upon dissolution or final liquidation of the corporation, after discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets, if any, of the corporation shall be distributed in accordance with the determination of the board of directors of the corporation and in compliance with the constitution and bylaws of the corporation and all Federal and State laws applicable thereto. TRANSFER OF ASSETS SEC. 16. The corporation may acquire the assets of the National Fund for Medical Education, Incorporated, a corporation organized under the laws of the State of New York, upon discharging or satisfactorily providing for the payment and discharge of all of the liability of such corporation and upon complying with all laws of the State of New York applicable thereto. RESERVATION OF RIGHT TO AMEND OR REPEAL CHARTER SEO. 17. The right to alter, amend, or repeal this Act is expressly reserved. Approved August 28, 1954. 91068 O-62-20 Granting the consent of Congress to certain New England States to enter into a compact relating to higher education in the New England States and establishing the New England Board of Higher Education. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the consent of New England Congress is hereby given to any two or more of the States of Con- Board of Higher necticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Education Vermont to enter into the following compact and agreement relative Compact. to higher education and creating the New England Board of Higher Education. The compact reads as follows: ARTICLE I. The purposes of the New England Higher Education Compact shall be to provide greater educational opportunities and services through the establishment and maintenance of a co-ordinated educational program for the persons residing in the several states of New England parties to this compact, with the aim of furthering higher education in the fields of medicine, dentistry, veterinary medicine, public health and in professional, technical, scientific, literary and other fields. ARTICLE II. There is hereby created and established a New England board of higher education hereinafter known as the board, which shall be an agency of each state party to the compact. The board shall be a body corporate and politic, having the powers, duties and jurisdiction herein enumerated and such other and additional powers as shall be conferred upon it by the concurrent act or acts of the compacting states. The board shall consist of three resident members from each compacting state, chosen in the manner and for the terms provided by law of the several states parties to this compact. ARTICLE III. This compact shall become operative immediately as to those states executing it whenever any two or more of the states of Maine, Vermont, New Hampshire, Massachusetts, Rhode Island, and Connecticut have executed it in the form which is in accordance with the laws of the respective compacting states. ARTICLE IV. The board shall annually elect from its members a chairman and vice-chairman and shall appoint and at its pleasure remove or discharge said officers. It may appoint and employ an executive secretary and may employ such stenographic, clerical, technical or legal personnel as shall be necessary, and at its pleasure remove or discharge such personnel. It shall adopt a seal and suitable by-laws and shall promulgate any and all rules and regulations which may be necessary for the conduct of its business. It may maintain an office or offices within the territory of the compacting states and may meet at any time or place. Meetings shall be held at least twice each year. A majority of the members shall constitute a quorum for the transaction of business, but no action of the board imposing any obligation on any compacting state shall be binding unless a majority of the members from such compacting state shall have voted in favor thereof. (296) Consent of Congress. 68 Stat. 982. 68 Stat. 983. 68 Stat. 983. 68 Stat. 984. Where meetings are planned to discuss matters relevant to problems ARTICLE V. The board shall have the power to: (1) collect, correlate; and evaluate data in the fields of its interest under this compact; to publish reports, bulletins and other documents making available the results of its research; and, in its discretion, to charge fees for said reports, bulletins and documents; (2) enter into such contractual agreements or arrangements with any of the compacting states or agencies thereof and with educational institutions and agencies as may be required in the judgment of the board to provide adequate services and facilities in educational fields covered by this compact; provided, that it shall be the policy of the board in the negotiation of its agreements to serve increased numbers of students from the compacting states through arrangements with then existing institutions, whenever in the judgment of the board adequate service can be so secured in the New England region. Each of the compacting states shall contribute funds to carry out the contracts of the board on the basis of the number of students from such state for whom the board may contract. Contributions shall be at the rate determined by the board in each educational field. Except in those instances where the board by specific action allocates funds available to it under Article VII hereof, the board's authority to enter into such contracts shall be only upon appropriation of funds by the compacting states. Any contract entered into shall be in accordance with rules and regulations promulgated by the board and in accordance with the laws of the compacting states. |