TREATY Par. (h) of this section has been affected by the 1943 Treaty between United States of America and the Republic of China, 57 Stat. 767, in which the United States relinquished all extraterritorial jurisdiction and rights in China. See note set out under section 142 of this title. § 146a. Jurisdiction of suits by or against China Trade Act corporation. The Federal district courts shall have exclusive original jurisdiction of all suits (except as provided by sections 191-197, 199, 200, and 202 of Title 22, as amended) to which a China Trade Act corporation, or a stockholder, director, or officer thereof in his capacity as such, is a party. Suit against the corporation may be brought in the United States District Court for the District of Columbia or in the Federal district court for any district in which the corporation has an agent and is engaged in doing business. (Sept. 19, 1922, ch. 346, § 20, 42 Stat. 855; Feb. 26, 1925, ch. 345, § 10, 43 Stat. 996; June 25, 1936, ch. 804, 49 Stat. 1921; Treaty of Jan. 13, 1943, 57 Stat. 767; June 25, 1948, ch. 646, § 32 (a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) REFERENCES IN TEXT Sections 191-197, 199, 200 and 202 of Title 22, referred to in the text, related to the United States Court for China. These sections were omitted from the Code and were subsequently repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 962, eff. Sept. 1, 1948. CODIFICATION Section was not enacted as a part of the China Trade Act, 1922, which comprises this chapter. It was originally classified to section 53 of Title 28, Judicial Code and Judiciary. The provision that suits against the China Trade Act corporation might also be brought in the United States Court for China was omitted as that court is no longer in operation. By the treaty of Jan. 11, 1943, between the United States and China, the United States relinquished extraterritorial rights in China. CHANGE OF NAME Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted "United States District Court for the District of Columbia" in lieu of "District Court of the United States for the District of Columbia". $147. Stock; issuance at par value. Each share of the original or any subsequent issue of stock of a China Trade Act corporation shall be issued at not less than par value, and shall be paid for in cash, or in accordance with the provisions of section 148 of this title, in real or personal property which has been placed in the custody of the directors. No such share shall be issued until the amount of the par value thereof has been paid the corporation; and when issued, each share shall be held to be full paid and nonassessable; except that if any share is, in violation of this section, issued without the amount of the par value thereof having been paid to the corporation, the holder of such share shall be liable in suits by creditors for the difference between the amount paid for such share and the par value thereof. (Sept. 19, 1922, ch. 346, § 7, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 7, 43 Stat. 996.) AMENDMENTS 1925-Act Feb. 26, 1925 amended first clause of first sentence by striking out "par value only" and inserting in lieu thereof "not less than par value". § 148. Same; payment in real or personal property. No share of stock of a China Trade Act corporation shall, for the purposes of section 147 of this title or of subdivision (d) of section 144 of this title, be held paid in real or personal property unless (1) a certificate describing the property and stating the value at which it is to be received has been filed by the corporation with the Secretary or the registrar in such manner as shall be by regulation prescribed, and a fee to be fixed by the Secretary or the registrar, respectively, to cover the cost of any necessary investigation has been paid, and (2) the Secretary or the registrar, as the case may be, finds and has certified to the corporation that such value is not more than the fair market value of the property. (Sept. 19, 1922, ch. 346, § 8, 42 Stat. 851.) § 149. Bylaws. The bylaws may provide (a) The time, place, manner of calling, giving notice, and conduct of, and determination of a quorum for, the meetings, annual or special, of the stockholders or directors; (b) The number, qualifications, and manner of choosing and fixing the tenure of office and compensation of all directors; but the number of such directors shall be not less than three, and a majority of the directors, and the president and the treasurer, or each officer holding a corresponding office, shall, during their tenure of office, be citizens of the United States resident in China. (c) The manner of calling for and collecting payments upon shares of stock, the penalties and forfeitures for nonpayment, the preparation of certificates of the shares, the manner of recording their sale or transfer, and the manner of their representation at stockholders' meetings. (Sept. 19, 1922, ch. 346, § 9, 42 Stat. 852; Feb. 26, 1925, ch. 345, § 8, 43 Stat. 996.) . § 150. Stockholders' meetings. (a) Within six months after the issuance of the certificate of incorporation of a China Trade Act corporation there shall be held a stockholders' meeting either at the principal office or a branch office of the corporation. Such meeting shall be called by a majority of the directors named in the articles of incorporation and each stockholder shall be given at least ninety days' notice of the meeting either in person or by mail. The holders of two-thirds of the voting shares, represented in person or by proxy, shall constitute a quorum at such meetings authorized to transact business. At this meeting or an adjourned meeting thereof a code of bylaws for the corporation shall be adopted by a majority of the voting shares represented at the meeting. (b) The following questions shall be determined only by the stockholders at a stockholders' meeting: (1) Adoption of the bylaws; (2) Amendments to the articles of incorporation or bylaws; (3) Authorization of the sale of the entire business of the corporation or of an independent branch of such business; (4) Authorization of the voluntary dissolution of the corporation; and (5) Authorization of application for the extension of the period of duration of the corporation. (c) The adoption of any such amendment or authorization shall require the approval of at least two-thirds of the voting shares. No amendment to the articles of incorporation or authorization for dissolution or extension shall take effect until (1) the corporation files a certificate with the Secretary stating the action taken, in such manner and form as shall be by regulation prescribed, and (2) such amendment or authorization is found and certified by the Secretary to conform to the requirements of this chapter. (d) A certified copy of the bylaws and amendments thereof and of the minutes of all stockholders' meetings of the corporation shall be filled with the registrar. (Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852; Feb. 26, 1925, ch. 345, § 9, 43 Stat. 996.) AMENDMENTS 1925 Subd. (a) amended by act Feb. 26, 1925, by inserting in third sentence, after "voting shares", the words "represented in person or by proxy." § 151. Directors. The directors designated in the articles of incorporation shall, until their successors take office, direct the exercise of all powers of a China Trade Act corporation except such as are conferred upon the stockholders by law or by the articles of incorporation or bylaws of the corporation. Thereafter the directors elected in accordance with the bylaws of the corporation shall direct the exercise of all powers of the corporation except such as are so conferred upon the stockholders. In the exercise of such powers the directors may appoint and remove and fix the compensation of such officers and employees of the corporation as they deem advisable. (Sept. 19, 1922, ch. 346, § 11, 42 Stat. 852.) § 152. Reports; records for public inspection. (a) For the purposes of this chapter the fiscal year of a China Trade Act corporation shall correspond to the calendar year. The corporation shall make and file with the registrar, in such manner and form and at such time as shall be by regulation prescribed, a report of its business for each such fiscal year and of its financial condition at the close of the year. The corporation shall furnish a true copy of the report to each of its stockholders. (b) The registrar shall file with the Secretary copies of all reports, certificates, and certified copies received or issued by the registrar under the provisions of this chapter. The Secretary shall file with the registrar copies of all applications for a certificate of incorporation, and certificates received or issued by the Secretary under the provisions of this chapter. All such papers shall be kept on record in the offices of the registrar and the Secretary, and shall be available for public inspection under such regulations as may be prescribed. (Sept. 19, 1922, ch. 346, § 12, 42 Stat. 853.) § 153. Dividends. Dividends declared by a China Trade Act corporation shall be derived wholly from the surplus profits of its business. (Sept. 19, 1922, ch. 346, § 13, 42 Stat. 853.) § 154. Investigations by registrar; revocation of certificate of incorporation. The registrar may, in order to ascertain if the affairs of a China Trade Act corporation are conducted contrary to any provision of this chapter, or any other law, or any treaty of the United States, or the articles of incorporation or bylaws of the corporation, investigate the affairs of the corporation. The registrar, whenever he is satisfied that the affairs of any China Trade Act corporation are or have been so conducted, may institute in the United States Court for China proceedings for the revocation of the certificate of incorporation of the corporation. The court may revoke such certificate if it finds the affairs of such corporation have been so conducted. Pending final decision in the revocation proceedings the court may at any time, upon application of the registrar or upon its own motion, make such orders in respect to the conduct of the affairs of the corporation as it deems advisable. (Sept. 19, 1922, ch. 346, § 14, 42 Stat. 853.) REFERENCES IN TEXT The United States Court for China, referred to in the text, has been abolished, see note under section 142 of this title. § 155. Authority of registrar in obtaining evidence. (a) For the efficient administration of the functions vested in the registrar by this chapter, he may require, by subpœna issued by him or under his direction, (1) the attendance of any witness and the production of any book, paper, document, or other evidence from any place in China at any designated place of hearing in China, or, if the witness is actually resident or temporarily sojourning outside of China, at any designated place of hearing within fifty miles of the actual residence or place of sojourn of such witness, and (2) the taking of a deposition before any designated person having power to administer oaths. In the case of a deposition, the testimony shall be reduced to writing by the person taking the deposition or under his direction, and shall then be subscribed by the deponent. The registrar, or any officer, employee, or agent of the United States authorized in writing by him, may administer oaths and examine any witness. Any witness summoned or whose deposition is taken under this section shall be paid the same fees and mileage as are paid witnesses in the courts of the United States. (b) In the case of failure to comply with any subpoena or in the case of the contumacy of any witness before the registrar or any individual so authorized by him, the registrar or such individual may invoke the aid of any Federal district court. Such court may thereupon order the witness to comply with the requirements of such subpœna and to give evidence touching the matter in question. Any failure to obey such order may be punished by such court as a contempt thereof. I I C penalties. (a) The Secretary is authorized to make such regulations as may be necessary to carry into effect the functions vested in him or in the registrar by this chapter. (c) No person shall be excused from so attending § 157. Regulations and fees; disposition of fees and and testifying or deposing, nor from so producing any book, paper, document, or other evidence on the ground that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no natural person shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing as to which, in obedience to a subpœna and under oath, he may so testify, except that no person shall be exempt from prosecution and punishment for perjury committed in so testifying. (d) For the efficient administration of the functions vested in the registrar by this chapter, he, or any officer, employee, or agent of the United States authorized in writing by him, shall at all reasonable times, for the purpose of examination, have access to and the right to copy any book, account, record, paper, or correspondence relating to the business or affairs of a China Trade Act corporation. Any person who upon demand refuses the registrar, or any duly authorized officer, employee, or agent, such access or opportunity to copy, or hinders, obstructs, or resists him in the exercise of such right, shall be liable to a penalty of not more than $5,000 for each such offense. Such penalty shall be recoverable in a civil suit brought in the name of the United States. (Sept. 19, 1922, ch. 346, § 15, 42 Stat. 853.) CROSS REFERENCES Treaty between United States and China nullifying extraterritorial rights, see note set out under section 142 of this title. FEDERAL RULES OF CRIMINAL PROCEDURE Application of section under rule 42, see note by Advisory Committee under said rule 42, set out in Title 18, Crimes and Criminal Procedure. $156. Dissolution of corporation; trustees. In case of the voluntary dissolution of a China Trade Act corporation or revocation of its certificate of incorporation, the directors of the corporation shall be trustees for the creditors and stockholders of the corporation; except that upon application to the United States Court for China by any interested party, or upon the motion of any court of competent jurisdiction in any proceeding pending before it, the court may in its discretion appoint as the trustees such persons, other than the directors, as it may determine. The trustees are invested with the powers, and shall do all acts, necessary to wind up the affairs of the corporation and divide among the stockholders according to their respective interests the property of the corporation remaining after all obligations against it have been settled. For the purposes of this section the trustees may sue and be sued in the name of the corporation and shall be jointly and severally liable to the stockholders and creditors of the corporation to the extent of the property coming into their hands as trustees. 1922, ch. 346, § 16, 42 Stat. 854.) REFERENCES IN TEXT (Sept. 19, The United States Court for China, referred to in the text, has been abolished, see note under section 142 of this title. (b) The Secretary is authorized to prescribe and fix the amount of such fees (other than the incorporation fee) to be paid him or the registrar for services rendered by the Secretary or the registrar to any person in the administration of the provisions of this chapter. All fees and penalties paid under this chapter shall be covered into the Treasury of the United States as miscellaneous receipts. (Sept. 19, 1922, ch. 346, § 17, 42 Stat. 854.) § 158. False or fraudulent statements prohibited; penalties. No stockholder, director, officer, employee, or agent of a China Trade Act corporation shall make, issue, or publish any statement, written or oral, or advertisement in any form, as to the value or as to the facts affecting the value of stocks, bonds, or other evidences of debt, or as to the financial condition or transactions, or facts affecting such condition or transactions, of such corporation if it has issued or is to issue stocks, bonds, or other evidences of debt, whenever he knows or has reason to believe that any material representation in such statement or advertisement is false. No stockholder, director, officer, employee, or agent of a China Trade Act corporation shall, if all the authorized capital stock thereof has not been paid in, make, issue, or publish any written statement or advertisement, in any form, stating the amount of the authorized capital stock without also stating as the amount actually paid in, a sum not greater than the amount paid in. Any person violating any provisions of this section shall, upon conviction thereof, be fined not more than $5,000 or imprisoned not more than ten years, or both. (Sept. 19, 1922, ch. 346, § 18, 42 Stat, 855.) § 159. Unauthorized use of legend; penalty. No individual, partnership, or association, or corporation not incorporated under this chapter or under a law of the United States, shall engage in business within China under a name in connection with which the legend "Federal Inc. U. S. A." is used. Any person violating this section shall, upon conviction thereof, be fined not more than $1,000 for each violation. (Sept. 19, 1922, ch. 346, § 19, 42 Stat. 855.) § 160. Maintenance of agent for service. Every China Trade Act corporation shall maintain in the District of Columbia a person as its accredited agent, upon whom legal process may be served, in any suit to be brought in the United States District Court for the District of Columbia, and who is authorized to enter an appearance in its behalf. In the event of the death or inability to serve, or the resignation or removal, of such person, such corporation shall, within such time as the Secretary by regulation prescribes, appoint a successor. Such corporation shall file with the Secretary a certified copy of each power of attorney appointing a person under this section, and a certified copy of the written consent of each person so appointed. (Sept. 19, 1922, ch. 346, § 20 (b), 42 Stat. 855; Feb. 26, 1925, ch. 345, § 10, 43 Stat. 996; June 25, 1936, ch. 804, 49 Stat. 1921; June 25, 1948, ch. 646, § 32 (a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) CHANGE OF NAME Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted "United States District Court for the District of Columbia" in lieu of "District Court of the United States for the District of Columbia." Act June 25, 1936, changed name of "Supreme Court of the District of Columbia" to "District Court of the United States for the District of Columbia". § 161. Alteration, amendment, or repeal. The Congress of the United States reserves the right to alter, amend, or repeal any provision of this chapter. (Sept. 19, 1922, ch. 346, § 28, 42 Stat. 856.) § 162. Creation of China corporations restricted. No corporation for the purpose of engaging in business within China shall be created under any law of the United States other than this chapter. (Sept. 19, 1922, ch. 346, § 29; Feb. 26, 1925, ch. 345, § 13, 43 Stat. 997.) 186. 187. 188. 189. 189a. 190. 191. 192. 192a. 193. 194. 195. Statistics of coasting trade included. Printing statement of exports and imports. Discussions in commercial reports of partisan questions. Terms of measure, weight, and money in commercial reports. Disposition of moneys received for special statistical studies, etc. Rules and regulations governing special statistical studies. Statements and reports for collectors of customs and Treasury Department. Bureau of Customs Statistics transferred and consolidated with Division of Statistics. Transportation expenses of employees. Sec. FOREIGN COMMERCE SERVICE 197-197d. Repealed. 197e. Traveling expenses and allowances. 1971, 198. Repealed. ESTABLISHMENT AND FUNCTIONS § 171. Establishment; consolidation of other bureaus. The Bureau of Manufactures and the Bureau of Statistics, both of the Department of Commerce, are, as of July 1, 1912, consolidated into one bureau to be known as the Bureau of Foreign and Domestic Commerce, and the duties required by law to be performed by the Bureau of Manufactures and the Bureau of Statistics are as of that date transferred to and shall be performed by the Bureau of Foreign and Domestic Commerce. (Aug. 23, 1912, ch. 350, § 1, 37 Stat. 407; Mar. 4, 1913, ch. 141, § 1, 37 Stat. 736.) CHANGE OF NAME The Bureau of Statistics in the State Department was changed to the Bureau of Foreign Commerce by act Mar. 3, 1875, ch. 129, § 1, 18 Stat. 349 and said Bureau was transferred to the Department of Commerce and Labor along with the Bureau of Statistics in the Treasury Department. These two bureaus were consolidated in the Department of Commerce and Labor and named the Bureau of Statistics by act Feb. 14, 1903, ch. 552, § 4, 32 Stat. 826. Act Feb. 14, 1903, ch. 552, § 4, 32 Stat. 826 established the Department of Commerce and Labor and section 5 of said act created a Bureau of Manufactures in the Department. The Department of Commerce and Labor was renamed the Department of Commerce by act Mar. 4, 1913, ch. 141, § 1, 37 Stat. 736. TRANSFER OF FUNCTIONS The functions of all other officers of the Department of Commerce and the functions of all agencies and employees of such Department were, with a few exceptions, transferred to the Secretary of Commerce, with power vested in him to authorize their performance or the performance of any of his functions by any of such officers, agencies, and employees, by 1950 Reorg. Plan No. 5, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3174, 64 Stat. 1263, set out in note under section 591 of Title 5, Executive Departments and Government Officers and Employees. CROSS REFERENCES Direction of Bureau of Foreign and Domestic Commerce, see section 592a of Title 5, Executive Departments and Government Officers and Employees. § 172. Transfer of duties of Department of Labor; special investigations. The duties of the Department of Labor, or Bureau of Labor, "to ascertain, at as early a date as possible, and whenever industrial changes shall make it essential, the cost of producing articles at the time dutiable in the United States, in leading countries where such articles are produced, by fully specified units of production, and under a classification showing the different elements of cost, or approximate cost, of such articles of production, including the wages paid in such industries per day, week, month, or year, or by the piece; and hours employed per day; and the profits of manufacturers and producers of such articles; and the comparative cost of living, and the kind of living; what articles are controlled by trusts or other combinations of capital, business operations, or labor, and what effect said trusts, or other combinations of capital, business operations, or labor have Page 1809 TITLE 15.-COMMERCE AND TRADE on production and prices”, are, as of August 23, 1912, transferred to and shall be discharged by the Bureau of Foreign and Domestic Commerce, and it shall be also the duty of said Bureau of Foreign and Domestic Commerce to make such special investigation and report on particular subjects when required to do so by the President or either House of Congress. (Aug. 23, 1912, ch. 350, § 1, 37 Stat. 407.) REFERENCES IN TEXT The quoted language of this section was originally enacted by act June 13, 1888, c. 389, § 7, 25 Stat. 183, which charged said duties to the Commissioner of Labor. TRANSFER OF FUNCTIONS The functions of all other officers of the Department of Commerce and the functions of all agencies and employees of such Department were, with a few exceptions, transferred to the Secretary of Commerce, with power vested in him to authorize their performance or the performance of any of his functions by any such officers, agencies, and employees, by 1950 Reorg. Plan No. 5, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3174, 64 Stat. 1263, set out in note under section 591 of Title 5, Executive Departments and Government Officers and Employees. § 173. Annual report on statistics of commerce and navigation. The Director of the Bureau of Foreign and Domestic Commerce shall, under the direction of the Secretary of Commerce, annually prepare a report on the statistics of commerce and navigation of the United States with foreign countries, to the close of the calendar year. Such accounts shall comprehend all goods, wares, and merchandise exported from the United States to other countries; all goods, wares, and merchandise imported into the United States from other countries, and all navigation employed in the foreign trade of the United States; which facts shall be stated according to the principles and in the manner directed. First. The kinds, quantities, and values of all articles exported, and the kinds, quantities, and values of all articles imported, shall be distinctly stated in such accounts, except in cases in which it may appear to the Secretary of Commerce that separate statements of the species, quantities, or values of any particular articles would swell the annual statements without utility; and, in such cases, the kinds and total values of such articles shall be stated together, or in such classes as the Secretary of Commerce may think fit. Second. The exports shall be so stated as to show the exports to each foreign country, and their values; and the imports shall be so stated as to show the imports from each foreign country, and their values. Third. The exports shall be so stated as to show, separately, the exports of articles of the production or manufacture of the United States, and their values; and the exports of articles of the production or manufacture of foreign countries, and their values. Fourth. The navigation employed in the foreign trade of the United States shall be stated in such manner as to show the amount of the tonnage of all vessels departing from the United States for foreign countries; and, separately, the amount of such tonnage of vessels of the United States, and the amount of such tonnage of foreign vessels; and also 24626-53-vol. 2-15 § 174 the foreign nations to which such foreign tonnage belongs, and the amount of such tonnage belonging to each foreign nation; and in such manner as also to show the amount of the tonnage of all vessels departing for every particular foreign country with which the United States have any considerable commerce; and, separately, the amount of such tonnage of vessels of the United States, and the amount of such tonnage of foreign vessels; and in such manner as to show the amount of the tonnage of all vessels arriving in the United States from foreign countries; and, separately, the amount of such tonnage of vessels of the United States, and the amount of such tonnage of foreign vessels; and also the foreign nations to which such foreign tonnage belongs, and the amount of such tonnage belonging to each foreign nation; and in such manner as also to show the amount of the tonnage of all vessels arriving from every particular foreign country with which the United States have any considerable commerce; and, separately, the amount of such tonnage of vessels of the United States, and the amount of such tonnage of foreign vessels. Fifth. Such accounts shall comprehend and include, in tabular form, the quantity by weight or measure, as well as the amount of value, of the several articles of foreign commerce, whether dutiable or otherwise; and also a similar and separate statement of the commerce of the United States with the British Provinces, under the late so-called "reciprocity treaty" with Great Britain. (R. S. § 336; Feb. 14, 1903, ch. 552, § 10, 32 Stat. 829; Aug. 23, 1912, ch. 350, § 1, 37 Stat. 407; Mar. 4, 1913, ch. 141, § 1, 37 Stat. 736; Jan. 25, 1919, ch. 10, 40 Stat. 1055; Mar. 1, 1919, ch. 86, 40 Stat. 1256.) DERIVATION Act Feb. 10, 1820, ch. 11, §§ 1, 4, 3 Stat. 541; act Mar. 2, 1861, ch. 68, § 29, 12 Stat. 197; act July 28, 1866, ch. 298, §§ 3, 5, 6, 13, 14 Stat. 328, 329, 330. AMENDMENTS 1919-Act Jan. 25, 1919 amended section by striking out the word "fiscal" before the word "year" at the end of the first sentence and inserting in lieu thereof the word "calendar". CHANGE OF NAME Act Mar. 4, 1913, substituted the "Secretary of Commerce" in lieu of "Secretary of Commerce and Labor". TRANSFER OF FUNCTIONS The functions of all other officers of the Department of Commerce and the functions of all agencies and employees of such Department were, with a few exceptions, transferred to the Secretary of Commerce, with power vested in him to authorize their performance or the performance of any of his functions by any of such officers, agencies, and employees, by 1950 Reorg. Plan No. 5, §§ 1, 2, eff. May 24, 1950, 15 F. R. 3174, 64 Stat. 1263, set out in note under section 591 of Title 5, Executive Departments and Government Officers and Employees. Act Aug. 23, 1912 transferred certain duties of the Department or Bureau of Labor to the Bureau of Foreign and Domestic Commerce. Act Feb. 14, 1903 transferred the Bureau of Statistics from the Treasury Department to the Department of Commerce and Labor. § 174. Regulations imposed on collectors. In order to enable the Director of the Bureau of Foreign and Domestic Commerce to prepare the annual report on the statistics of commerce and navi |