The following persons: Henry Francis duPont, Winterthur, Delaware; Deane Waldo Malott, Ithaca, New York; Horace Marden Albright, Los Angeles, California; Robert Allerton, Kauai, Hawaii; and Paul Bigelow Sears, New Haven, Connecticut; and their successors, are hereby created and declared to be a body corporate by the name of National Tropical Botanical Garden (hereinafter referred to as the “corporation”) and by such name shall be known and have perpetual succession and the powers, limitations, and restriction herein contained.
(Pub. L. 88–449, §1, Aug. 19, 1964, 78 Stat. 496; Pub. L. 100–539, §1, Oct. 28, 1988, 102 Stat. 2718.)
1988—Pub. L. 100–539 substituted “National Tropical Botanical Garden” for “Pacific Tropical Botanical Garden”.
Section 1 of Pub. L. 100–539 provided that: “Upon the enactment of this Act, the Pacific Tropical Botanical Garden, created by the Act entitled ‘An Act to charter by Act of Congress the Pacific Tropical Botanical Garden’, approved August 19, 1964 (Public Law 88–449; 78 Stat. 496) [36 U.S.C. 4601 et seq.], shall be known as the ‘National Tropical Botanical Garden’, and any reference in that Act to the Pacific Tropical Botanical Garden shall be deemed to be a reference to the National Tropical Botanical Garden.”
This section is referred to in section 4602 of this title.
The persons named in section 4601 of this title shall be the incorporators of the corporation and members of the initial board of trustees and are authorized to complete the organization of the corporation by the selection of other trustees and officers, the adoption of bylaws, not inconsistent with this chapter, and the doing of such other acts necessary to carry into effect the provisions of this chapter.
(Pub. L. 88–449, §2, Aug. 19, 1964, 78 Stat. 496.)
The objects and purposes of the corporation shall be—
(a) to establish, develop, operate, and maintain for the benefit of the people of the United States an educational and scientific center in the form of a tropical botanical garden or gardens, together with such facilities as libraries, herbaria, laboratories, and museums which are appropriate and necessary for encouraging and conducting research in basic and applied tropical botany;
(b) to foster and encourage fundamental research with respect to tropical plant life and to encourage research and study of the uses of tropical flora in agriculture, forestry, horticulture, medicine, and other sciences;
(c) to disseminate through publications and other media the knowledge acquired at the gardens relative to basic and applied tropical botany;
(d) to collect and cultivate tropical flora of every nature and origin and to preserve for the people of the United States species of tropical plant life threatened with extinction; 1
(e) to provide a beneficial facility which will contribute to the education, instruction, and recreation of the people of the United States.
(Pub. L. 88–449, §3, Aug. 19, 1964, 78 Stat. 496.)
1 So in original. Probably should be followed by “and”.
The corporation shall have the following powers:
(a) to sue and be sued, and to complain and defend in any court of competent jurisdiction;
(b) to adopt, use, and alter a corporate seal;
(c) to choose such trustees, officers, managers, agents, and employees as the activities of the corporation may require;
(d) to adopt, amend, and alter bylaws, not inconsistent with the laws of the United States of America or of any State in which the corporation is to operate, or of the District of Columbia, for the management of its property and the regulation of its affairs;
(e) to make contracts;
(f) to take and hold by lease, gift, purchase, grant, devise, or bequest, or by any other method, any property, real, personal, or mixed, necessary or proper for attaining the objects and carrying into effect the purposes of the corporation, subject, however, to applicable provisions of law of any State or the District of Columbia (1) governing the amount or kind of such property which may be held by, or (2) otherwise limiting or controlling the ownership or any such property by a corporation operating in such State or the District of Columbia;
(g) to transfer, convey, lease, sublease, mortgage, encumber, and otherwise alienate real, personal, or mixed property; and 1
(h) to borrow money for the purposes of the corporation, issue bonds or other evidences of indebtedness therefor, and secure the same by mortgage, deed of trust, pledge, or otherwise, subject in every case to all applicable provisions of the Federal and State laws or to the laws of the District of Columbia; and
(i) to do any and all acts and things necessary and proper to carry out the objects and purposes of the corporation.
(Pub. L. 88–449, §4, Aug. 19, 1964, 78 Stat. 497.)
1 So in original. The word “and” probably should not appear.
Upon enactment of this chapter, the trustees of the corporation may select additional persons to serve as members of the board of trustees. The incorporators of the corporation shall each serve on the board of trustees for a term of at least three years.
Except for the foregoing provision, the board of trustees of the corporation shall be selected in such manner and shall serve for such time as may be prescribed in the bylaws of the corporation.
The board of trustees shall be the managing body of the corporation and shall have such powers, duties, and responsibilities as may be prescribed in the bylaws of the corporation.
(Pub. L. 88–449, §5, Aug. 19, 1964, 78 Stat. 497; Pub. L. 92–447, Sept. 29, 1972, 86 Stat. 746.)
1972—Subsec. (a). Pub. L. 92–447 struck out after first sentence “The total number of trustees shall not exceed fifteen.”
(a) The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be authorized by the bylaws of the corporation.
(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 bylaws of the corporation.
(Pub. L. 88–449, §6, Aug. 19, 1964, 78 Stat. 497.)
(a) The corporation initially shall have its principal office in the District of Columbia and later at such place as may be determined by the board of trustees. The corporation shall have the right to conduct its activities in the United States and elsewhere but shall establish a tropical botanical garden or gardens only in the United States. For purposes of this subsection, the term “United States” includes any commonwealth, territory, or possession of the United States.
(b) The corporation shall maintain 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.
(Pub. L. 88–449, §7, Aug. 19, 1964, 78 Stat. 498; Pub. L. 100–539, §2, Oct. 28, 1988, 102 Stat. 2718.)
1988—Subsec. (a). Pub. L. 100–539 inserted sentence at end defining “United States”.
(a) Eligibility for membership in the corporation and the rights and privileges of members shall, except as provided in this chapter, be determined as the constitution and bylaws of the corporation may provide.
(b) Each member of the corporation, other than honorary and 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.
(Pub. L. 88–449, §8, Aug. 19, 1964, 78 Stat. 498.)
The corporation shall be liable for the acts of its officers and agents when acting within the scope of their authority.
(Pub. L. 88–449, §9, Aug. 19, 1964, 78 Stat. 498.)
(a) The accounts of the corporation shall be audited annually in accordance with generally accepted auditing standards by independent certified public accountants or independent licensed public accountants, certified or licensed by a regulatory authority of a State or other political subdivision of the United States. The audit shall be conducted at the place or places where the accounts of the corporation are normally kept. All books, 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 Congress not later than six months following the close of the fiscal year for which the audit is made. The report shall set forth the scope of the audit and include such statements, together with the independent auditor's opinion of those statements, as are necessary to present fairly the corporation's assets and liabilities, surplus or deficit with an analysis of the changes therein during the year, supplemented in reasonable detail by a statement of the corporation's income and expenses during the year including (1) the results of any trading, manufacturing, publishing, or other commercial-type endeavor carried on by the corporation, and (2) a schedule of all contracts requiring payments in excess of $10,000 and any payments of compensation, salaries, or fees at a rate in excess of $10,000 per annum. The report shall not be printed as a public document.
(Pub. L. 88–449, §10, Aug. 19, 1964, 78 Stat. 498.)
The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its board of trustees, and committees having any of the authority of the board of trustees. The corporation 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 shall be open for inspection by any member of the corporation or his agent or attorney for any proper purpose at any reasonable time.
(Pub. L. 88–449, §11, Aug. 19, 1964, 78 Stat. 499.)
The corporation shall have no power to issue shares of stock or to declare or pay dividends.
(Pub. L. 88–449, §12, Aug. 19, 1964, 78 Stat. 499.)
(a) No part of the income or assets of the corporation shall inure to any member, officer, or trustee, or be distributable to any such person during the life of the corporation or upon dissolution or final liquidation. Nothing in this subsection, however, shall be construed to prevent the payment of reasonable compensation to officers of the corporation in amounts approved by the board of trustees of the corporation.
(b) The corporation shall not make loans to its officers, trustees, or employees. Any trustee who votes for or assents to the making of a loan to an officer, trustee, or employee of the corporation, and any officer who participates in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
(Pub. L. 88–449, §13, Aug. 19, 1964, 78 Stat. 499.)
Upon dissolution or final liquidation of the corporation, all assets remaining after the corporation's liabilities have been satisfied, shall be distributed to the United States Government, to be administered by the Secretary of the Interior, under the Act of August 25, 1916 (39 Stat. 535; 16 U.S.C. 1 et seq.), as amended and supplemented, or to a State or local government to be used for a public purpose, in accordance with the determination of the board of trustees, consistent with the purposes of the corporation, and in compliance with the charter and bylaws of the corporation and Federal and State laws.
(Pub. L. 88–449, §14, Aug. 19, 1964, 78 Stat. 499.)
Act of August 25, 1916, referred to in text, is act Aug. 25, 1916, ch. 408, 39 Stat. 535, as amended, popularly known as the National Park Service Organic Act, which is classified generally to sections 1, 2, 3, and 4 of Title 16, Conservation. For complete classification of this Act to the Code, see Short Title note set out under section 1 of Title 16 and Tables.
The corporation, and its officers and trustees as such, shall not contribute to or otherwise support or assist any political party or candidate for elective public office.
(Pub. L. 88–449, §15, Aug. 19, 1964, 78 Stat. 499.)
The corporation shall have the sole and exclusive right to use and to authorize the use of the name “National Tropical Botanical Garden.”
(Pub. L. 88–449, §16, Aug. 19, 1964, 78 Stat. 499; Pub. L. 100–539, §1, Oct. 28, 1988, 102 Stat. 2718.)
1988—Pub. L. 100–539 substituted “National Tropical Botanical Garden” for “Pacific Tropical Botanical Garden”.
The right to alter, amend, or repeal this chapter is expressly reserved to the Congress.
(Pub. L. 88–449, §17, Aug. 19, 1964, 78 Stat. 499.)