H.R. 5590

Foundation of the Federal Bar Association Charter Amendments Act of 2016

This bill revises the federal charter for the Foundation of the Federal Bar Association (the corporation) to remove provisions that declare the corporation to be incorporated and domiciled in the District of Columbia. Its principal office may be in any U.S. location.

The procedures for membership of the National Council of the Federal Bar Association and the election of the board of directors and officers are to be as provided for in the bylaws instead of under charter requirements. But the bill prohibits the terms of membership, or the requirements for serving as a director or officer, from discriminating on the basis of race, color, religion, sex, disability, age, sexual orientation, or national origin.

Prohibitions on the distribution of income or assets to a director, officer, or member shall not prevent: (1) board-approved payments of reasonable compensation or reimbursement for expenses incurred in undertaking the corporation's business; (2) the award of a grant to a Federal Bar Association chapter of an officer, director, or member; or (3) payment of reasonable compensation to the corporation's employees for services undertaken on the corporation's behalf.

The prohibition on loans to directors or officers is expanded to include members or employees. The bill removes a provision that makes directors or officers jointly and severally liable to the corporation for assenting to a loan to a director or officer.

The corporation may not claim congressional approval or the authority of the federal government for its activities.

On dissolution or final liquidation of the corporation, any assets remaining after the discharge of all liabilities shall be distributed as provided by the board of directors in compliance with the charter and bylaws. (Currently, any remaining assets shall be deposited in the Treasury.)