CONSTITUTION, and BY-LAWS of the NATIONAL SAFETY COUNCIL Headquarters Office 425 N. Michigan Ave., Chicago, Ill. 60611 Organizational History of the NATIONAL SAFETY COUNCIL The National Safety Council was founded September 24, 1913. It operated as an unincorporated association until October 1, 1930, when it was incorporated in the State of Illinois. On August 13, 1953, an Act of Congress created the National Safety Council as a body corporate under federal law. On December 15, 1953, the Illinois corporation voted to transfer its assets, liabilities, members, trustees, officers, employees, and all activities to the federal corporation. The federal incorporators, at a meeting on December 15, 1953, accepted the transfer, effective January 1, 1954, and adopted a Constitution and By-Laws for the new corporation, which were in conformity with the provisions of the federal Act and were substantially similar to the Constitution and By-Laws of the Illinois corporation, which was legally dissolved in January, 1954. In this booklet are printed: (1) the Federal Incorporation Act; (2) the Constitution and By-Laws, with revisions to October 27, 1964. 1083 CHARTER of the NATIONAL SAFETY COUNCIL Public Law 259-83d Congress 36 U.S. Code 463 AN ACT To incorporate the National Safety Council. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That [HERE WERE NAMED 27 PERSONS, THE ORIGINAL INCORPORATORS] are hereby created and declared to be a body corporate by the name of National Safety Council, (hereinafter called the corporation) and by such name shall be known and have perpetual succession and the powers and limitations contained in this Act. SECTION 2. Completion of Organization. The persons named in the first section of this Act are authorized to complete the organization of the corporation by the selection of officers and employees, the adoption of a constitution and bylaws, not inconsistent with this Act, and the doing of such other acts as may be necessary for such purpose. SECTION 3. Objects and Purposes of Corporation. The objects and purposes of the corporation shall be: 1) to further, encourage, and promote methods and procedures leading to increased safety, protection, and health among employees and employers and among children, in industries, on farms, in schools and colleges, in homes, on streets and highways, in recreation, and in other public and private places; 2) to collect, correlate, publish, distribute, and disseminate educational and informative data, reports, and all other data relative to safety methods and procedures; 3) to arouse and maintain the interest of the people of the United States, its Territories and possessions in safety and in accident prevention, and to encourage the adoption and institution of safety methods by all persons, corporations, and other organizations; 4) to organize, establish, and conduct programs, lectures, conferences, and other activities for the education of all persons, corporations, and other organizations in safety methods and procedures; 5) to organize, and to aid in the organization of, local safety chapters throughout the United States, its Territories and possessions, and to provide organizational guidance and materials to promote the national safety; 6) to cooperate with, enlist, and develop the cooperation of and between all persons, corporations, and other organizations and agencies, both public and private, engaged or interested in, or in any manner connected with, any or all of the foregoing purposes; and 7) to do any and all lawful acts which may be necessary, useful, suitable, desirable, and proper for the furtherance, accomplishment, and attainment of any or all of the foregoing purposes. SECTION 4. Corporate Powers. The corporation shall have power: 1) to sue and be sued, complain, and defend in any court of competent jurisdiction; 2) to adopt, alter, and use a corporate seal; 3) to choose such officers, directors, trustees, managers, agents, and employees as the business of the corporation may require; 4) to adopt, amend, and alter a constitution and bylaws, not inconsistent with the laws of the United States or any State in which the corporation is to operate, for the management of its property and the regulation of its affairs; 5) to contract and be contracted with; 6) to charge and collect membership dues, subscription fees, and receive contributions or grants of money or property to be devoted to the carrying out of its purposes; 7) to take and hold by lease, gift, purchase, grant, devise, or bequest any property, real or personal, necessary for attaining the objects and carrying into effect the purposes of the corporation, subject to applicable provisions of law in any State (a) governing the amount or kind of real and personal property which may be held by, or (b) otherwise limiting or controlling the ownership of real or personal property by a corpora tion operating in such State; 8) to transfer, encumber, and convey real or personal property; 9) to borrow money for the purposes of the corporation, issue bonds therefor, and secure the same by mortgage, subject to all applicable provisions of Federal or State law; 10) to use the corporate funds to give prizes, awards, or other evidences of merit or recognition to persons, organizations, associations, or corporations, public or private, for outstanding contributions toward the achievement of the purposes of the corporation; 11) to publish magazines and other publications and materials, whether periodic or occasional, consistent with its corporate purposes; 12) to organize, establish, and conduct conferences on safety and accident prevention; 13) to adopt, alter, use, and display such emblems, seals, and badges as it may adopt; 14) to establish and maintain offices for the conduct of its business, and to charter local, State, and regional safety organizations, and to establish, regulate, and discontinue departmental subdivisions and local, State, and regional chapters in appropriate places throughout the United States, its Territories and possessions; and 15) to do any and all acts and things necessary and proper to carry out the objects and purposes of the corporation and, for such purpose, the corporation shall also have, in addition to the foregoing in this section and subsection, the rights, powers, duties, and liabilities of the existing corporation referred to in section 18 as far as they are not modified or superseded by this Act. SECTION 5. Principal Office; Scope of Activities; District of Columbia Agent. a) The principal office of the corporation shall be located in Chicago, Illinois, or in such other place as may later be determined by the board of directors, but the activities of the corporation shall not be confined to that place and may be conducted throughout the various States, Territories, and possessions of the United States. b) The corporation shall maintain at all times in the District of Columbia a designated agent authorized to accept service or 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. SECTION 6. Membership; Voting Rights. a) Eligibility for membership in the corporation and the rights and privileges 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 and sustaining members, shall have the right to one vote on each matter submitted to a vote at all meetings of the members of the corporation. The corporation may, by its constitution and bylaws, provide for additional voting rights in accordance with dues paid. SECTION 7. Board of Directors; Composition; Responsibilities. Upon enactment of this Act the membership of the initial board of directors of the corporation shall consist of the present members of the board of directors of the National Safety Council, Inc., referred to in section 18 of this Act, or such of them as may then be living and are qualified directors of that corporation, to wit-[HERE WERE NAMED 69 INDIVIDUALS CONSTITUTING THE BOARD OF DIRECTORS OF THE NATIONAL SAFETY COUNCIL, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF Illinois.] b) Thereafter, the board of directors of the corporation shall consist of such number (not less than fifteen), 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 shall, during the intervals between corporation meetings, be responsible for the general policies and program of the corporation. The board shall be responsible for all finance except as provided for in section 9. SECTION 8. Officers; Election of Officers. a) The officers of the corporation shall be a chairman of the board of directors, a president, three or more vice presidents (as may be prescribed in the constitution and bylaws of the corporation), a secretary, a treasurer, and an executive vice president. The duties of the officers shall be as prescribed in the constitution and bylaws of the corporation. b) Officers, except the executive vice president, shall be elected annually at the annual meeting of the corporation. The executive vice president shall be elected by the board of directors in such manner as may be prescribed by the constitution and bylaws of the corporation. SECTION 9. Trustees. There shall be trustees, whose number (not less than fifteen), method of selection, and term of office shall be as the constitution and bylaws of the corporation may prescribe. The trustees shall have full power and control over such contributed funds as may be raised by them. SECTION 10. Use of Income; Loans to Officers, Directors, or Employees. a) No part of the income or assets of the corporation shall inure to any |