Charters and Amendments of the Watch Tower Bible and Tract Society, 1884–2003
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EXEMPLIFICATION OF RECORD
FEES $7.00-Paid
RECORDER OF DEEDS ALLEGHENY COUNTY, PENNSYLVANIA 1, RECORDER OF DEEDS, ETC., IN AND FOR SAID COUNTY, DO HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND CORRECT COPY OF Charter
AS THE SAME WAS RECORDED IN THE RECORDER'S OFFICE IN AND FOR SAID COUNTY ON THE 15TH DAY OF December A.D. 1884 AND IS ON RECORD IN Charter BOOK VOL.9 PAGE 250
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE SEAL OF THE SAID OFFICE THE 11th DAY OF August A. D. 19.75
John Jill Miller
RECORDER ZION'S WATCH TOWER CHARTED : 1884.
Be it known, that the subordinates, having assoca=ted themselves together for the purpose of the discernina=tion of Public Truths in various languages, and being deserse of becoming incorporated agree=ably to the provisions of the Act of the General Assembly of the Commonwealth of Pennsylvania. may be entitled "An Act to provide for the Incrps: ratation and Regulation of certain Corporations"; approved the Twenty-ninth day of April, Annus Domini, one thousand and eight hundred seventy-four, and its supplements, so hereby ole=clare, set forth and certify that the following are the purposes, objects, articles and conditions of their said association for and inform which they desire to be incorporated:
I. The name of the Corporation shall be Zion's Hatch Lower Tract Society.
II. The purpose for which the Corporation is formed is, the dissemination of Bible truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and by the use of all other lawful means which it should expedient for the furtherance of the purpose stated.
III. The place where the business of the said Corporation is to be transacted is the City of Allegheny, in the County of Allegheny, and State of Pennsylvania.
IV. The Corporation is to exist perpetually.
V. The names and residences of the sub-issuers are as follows:
Charles F. Russell. Allegheny City, Pennsylvania.
William I. Mason. Penwood. Next Virginia.
Maria E. Russell. Allegheny City, Pennsylvania.
Emr. B. Millman. Latrobe. Pennsylvania.
Simon D. Blunden. New York City, New York.
J. B. Adamson. Allegheny City, Pennsylvania.
Joseph F. Smith. Pittsburgh. Pennsylvania.
The corporation has no capital stock. Each donation of Ten dollars to the funds of said Corporation shall entitle the contributor, or his assigns, to one non-forfeitable, non-as-servable, and non-divisional bearing share, and to one vote for every such share in said Corporation. Certificates of membership, as acquired shall be issued by the Secretary, countersigned by the President, to the persons entitled therein.
VI. The Corporation is to be managed by a Board of Directors consisting of seven members and the names and residences of those already chosen directors are as follows:
President, Charles F. Russell, Allegheny City, Pennsylvania.
Vice Pres., William I. Main, Pennwood, St. Va.
Sec. Treas., Maria F. Russell, Allegheny City, Pennsylvania.
San. C. M. Millan, Caldwell, Pennsylvania.
Simon D. Blunden, New York City, St. H.
J. B. Adamson, Allegheny City, Pennsylvania.
Joseph F. Smith; Pittsburgh, Pennsylvania.
VIII. The said Corporation by its Board of Directors, a majority of whom shall constitute a corporation for the transaction of business, shall have full power and authority to make and enact by laws, rules, and ordinances, which shall be deemed and taken to be the law of said Corporation, and do any and everything necessary for the good government and support of the affairs of the said Corporation; provided that the said by laws, rules and ordinances, or any of them, shall not be repugnant to this charter, to the constitution and laws of the Commonwealth of Pennsylvania, and the Constitution of the United States.
VIII. The said Corporation shall have as officers a President, who shall preside at the meetings of the Board of Directors, a Vice President, who shall preside at the absence of the President, and a Secretary, who shall also be Treasurer; and these officers shall be chosen from among the means:
One of the Board of Directors annually on the first Saturday of each year, by an election by ballot to be held at the principal office of the Corporation in Allegheny City, Pennsylvania.
The members of the Board of Directors shall hold their respective offices for life, unless removed by two-thirds vote of the share holders, and vacant season in the Board occasioned by death, resignation.
or removal shall be filled by vote of a mayor city of the remaining members of the Board who shall meet for that purpose within twenty days from the time when such vacancy, or vacancies, shall occur , and in the event of a failure to fill such vacancy , or vacancies , in the manner aforesaid , within thirty days from the time when such vacancy , or vacan- cies shall occur , then the said vacance or vacan-
cancies, shall be filled by the appointment of the President, and the Person, or persons, as appointed shall hold his, or their office, or offices, until the next annual election of officers of the corporation, when such vacancy, or vacancies, shall be filled by election, in the same manner at the President, Vice Presi dent, and Secretary and Treasurer are elected. The persons entitled to vote at annual electi tions of the Corporation, shall be those who
hold certificates of membership acquired in the manner afforeaid . XI. The said Corporation , under the name , style ; and title aforesaid , shall have full power and authority to make ' have and use a common seal , with such device and in : = scription as they may deem proper , and the same to alter and review at their pleasure ; and by the name , style and title aforesaid , shall be able/in law and equity to sue and be sued ,
plead and be imprisoned in any Court or Courte , before any Judge or Justice of the Peace , in all manner of suits and complaints , pleas , causes , matters , and demands whatsoever , and all and every matter or thing therein to do in as full and ample a manner , and as effectually , as any other person , or persons , bodies politic or corporate within the X.
The said Corporation, by the name, style and title aforesaid, shall have the right, power, and authority to take, receive and hold air fee simple, or any less estate, all such messages loto, lands, buildings, tenements, rentto, annuities, franchises and hereditaments as may be necessary and proper for its purposes; and to sell, lease, mortgage, or otherwise dispose of the same or any part thereof; and it shall have the same right, power, and authority to take, receive and hold, and to sell, lease or dispose of any and all kinds of personal property and money.
Kitness Our hands and seals this 12th day of November Q. 18. 1884 .
Charles T. Russell -
Hmn. I. Mann -
Maria F. Russell -
Hmn. C. Mac Millan.
Simon B. Blunden -
J. P. Dickinson -
Jos. F. Smith -
Commonwealth of Pennsylvania County of Allegheny
Before me, the subscriber, Re= order of Deeds of the County of Allegheny, personally appeared Charles T. Russell, Maria F. Russell and Jos. E. Smith, three of the subscribers to the above and foregoing certificate of incorporation of the Zions Watch Tower Trust Society, and in due form of law acknowledged the same to be their patent deed.
Narr. H. Graham _
Ruler A In the Court of Common Pleas, No.
1, of Allegheny County, Hs. ___ September Term, 1874.
And now this 13th day of December 1884, the within Charter and Certificate of Incorporation having been presented to me, a Law Judge of said County, accompanied by due proof of publication of the notice of this application as required by the Act of Assembly and rule of this Court in such case made and provided, I certify that I have examined and perused the said writing and have found the same to be in proper form and within the purposes named in the first clause specified in Section second of the Act of General Assembly: by the Commonwealth of Pennsylvania, an act titled "An Act to provide for the Incorporation; tion and Regulation of Certain Corporations' approved April 29th, 1874, and the supplements thereto, and the same appearing to be lawful and not injurious to the Community, I do hereby on motion of Heir and Garrison, at: torneys for the within named subscribers and their associates, order and direct that the said Georis Hatch Tower Trust Society after said lie and the same is hereby approved, and that upon the recording of the same record of this order, the subscribers thereto and their associates shall be a Corporation by the name of the Georis Hatch Tower Trust Society for the purposes and exporn the terms therein stated:
F. K. Collier.
From the Record - J. C. Brown - Pro . Recorded Dec. 15th 1887 .
Associate Judge , Vc .,
Common Plea No. 1 ,
Allegheny Co. , Penna .
(Court
Deal ) [Formerly Watch Tower Bible and Tract Society formerly Zion's Watch Tower Tract Society]
Zion's Watch Tower ) Be it Known, that the subscribers, Tract Society- ) having associated themselves together Charter of- ) for the purpose of the dissemination of Bible Truths in various languages, and being desirous of becoming incorporated agreeably to the provisions of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of Certain Corporations", approved the Twenty-ninth day of April, Anno Domini, one thousand and eight hundred and seventy-four, and its supplements, do hereby declare, set forth and certify that the following are the purposes, objects, articles and conditions of their said association for and upon which they desire to be incorporated:
I. The name of the Corporation shall be Zion's Watch Tower Tract Society.
II. The purpose for which the Corporation is formed is, the dissemination of Bible Truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and by the use of all other lawful means which its board of directors, duly constituted, shall deem expedient for the furtherance of the purpose stated.
III. The place where the business of the said corporation is to be transacted is the City of Allegheny, in the County of Allegheny, and State of Pennsylvania.
IV. The corporation is to exist perpetually
V. The names and residences of the subscribers are
as follows:
Charles T. Russell Allegheny City, Pennsylvania William I. Mann Benwood, West Virginia Maria F. Russell Allegheny City, Pennsylvania Wm. C. McMillan Latrobe, Pennsylvania Simon O. Blunden New York City, New York J. B. Adamson Allegheny City, Pennsylvania Joseph F. Smith Pittsburgh, Pennsylvania
The corporation has no captial stock. Each donation of Ten Dollars to the funds of said Corporation shall entitle the contributor, or his assigns, to one non-forfeitable, non-assessable, and non-dividend bearing share, and to one vote for every such share in said Corporation. Certificates of membership, so acquired shall be issued by the Secretary, countersigned by the President, to the persons entitled thereto.
VI. The Corporation is to be managed by a Board of Directors consisting of seven members, and the names and residances of those already chosen Directors are as follows:
President Charles T. Russell, Allegheny City, Penna
Vice Pres. William I. Mann, Benswood, W. Va.
Sec. & Treas. Maria F. Russell, Allegheny City, Penna.
Wm. C. McMillan, Latrobe, Penna.
Simon O. Blunden, New York City, H. Y.
J. B. Adamson, Allegheny City, Penna.
Joseph F. Smith, Pittsburgh, Penna.
VII. The said Corporation by its Board of Directors, a majority of whom shall constitute a quorum for the transaction of business, shall have full power and authority to make and enact by-laws, rules, and ordinances, which shall be deemed and taken to be the law of said Corporation, and do any and everything useful for the good government and support of the affairs of the said Corporation; provided that the said by-laws, rules and ordinances, or any of them, shall not be repugnant to this charter, to the constitution and laws of the Commonwealth of Pennsylvania, and the Constitution of the United States.
VIII. The said Corporation shall have as officers a President, who shall preside at the meetings of the Board of Directors, a Vice President, who shall preside in the absence of the President, and a Secretary, who shall also be Treasurer; and these officers shall be chosen from among the members of the Board of Directors annually on the first Saturday of each year, by an election by ballot to be held at the principal office of the Corporation in Allegheny City, Pennsylvania. The members of the Board of Directors shall hold their respective offices for life, unless removed by a two-thirds vote of the share holders, and vacancies in the Board occasioned by death, resignation or removal shall be filled by vote of a majority of the remaining members of the Board, who shall meet for that purpose within twenty days from the time when such vacancy, or vacancies, shall occur, and in the event of a failure to fill such vacancy, or vacancies, in the manner aforesaid, within thirty days from the time when such vacancy, or vacancies, shall occur, then the said vacancy, or vacancies, shall be filled by the appointment of the President, and the person, or persons, so appointed shall hold his, or their, office, or offices, until the next annual election of officers of the corporation, when such vacancy, or vacancies, shall be filled by election, in the same manner as the President, Vice President, and Secretary and Treasurer are elected.
The persons entitled to vote at annual elections of the Corporation, shall be those who hold certificates of membership acquired in the manner aforesaid.
IX. The said Corporation, under the name, style, and title aforesaid, shall have full power and authority to make, have and use a common seal, with such device and inscription as they may deem proper, and the same to alter and renew at their pleasure; and by the name, style and title aforesaid, shall be able in law and equity to sue and be sued, plead and be imprpleaded in any Court or Courts, before any Judge or Justice of the Peace, in all manner of suits and complaints, pleas, causes, matters, and demands whatsoever, and all and every matter or thing therein to do in as full and ample a manner, and as effectually, as any other person, or persons, bodies politic or corporate within the Commonwealth of Pennsylvania, may or can do.
X. The said Corporation, by the name, style, and title aforesaid, shall have the right, power, and authority to take, receive and hold in fee simple, or any less estate, all such messages, lots, lands, buildings, tenements, rents, annuities, franchises and hereditaments as may be necessary and proper for its purposes; and to sell, lease, mortgage, or otherwise dispose of the same or any part thereof; and it shall have the same right, power, and authority to take, receive and hold, and to sell, lease or dispose of any and all kinds of personal property and money.
Witness our hands and seals this 12th day of Novem- A.D. 1884.
Wm. I. Mann [Seal]
Maria F. Russell [Seal]
Simon O. Blunden [Seal]
J. B. Adamson [Seal]
Jos. F. Smith [Seal] Commonwealth of Pennsylvania County of Allegheny SS.
Before me, the subscriber, Recorder of Deeds of the County of Allegheny, personally appeared Charles T. Russell, Maria F. Russell and Jos. F. Smith, three of the subscribers to the above and foregoing certificate of incorporation of the Zion's Watch Tower Tract Society, and in due form of law acknowledged the same to be their act and deed.
Witness my hand and official seal this 12th day of November, A.D. 1884.
In the Court of Common Pleas No.1 of Allegheny County,No. September Term, 1884.
And now this 13th day of December 1884, the within Charter and Certificate of Incorporation having been presented to me, a Law Judge of said County, accompanied by due proof of publication of the notice of this application as required by the Act of Assembly and rule of this Court in such case made and provided, I certify that I have examined and perused the said writing and have found the same to be in proper form and within the purposes named in the first class specified in Section second of the Act of General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of Certain Corporations" approved April 29th, 1874, and the supplements thereto, and the same appearing to be lawful and not injurious to the Community, I do hereby on motion of Weir and Garrison, Attorneys for the within named subscribers and their associates, order and direct that the said Zion's Watch Tower Tract Society aforesaid be and the same is hereby approved, and that upon the recording of the same and of this order the subscribers thereto and their associates shall be a Corporation by the name of the Zion's Watch Tower Tract Society for the purposes and upon the terms therein stated.
F. H. Collier
From the Record
Recorded Dec. 15th 1884.
State of Penna. ) Allegheny Co. SS.
Recorded in the Office for recording Deeds, &c., in & for said County, in Charter Book, Vol. 9, page 250.
Given under my hand and seal this 15th day of Dec. 1884.
[Official Seal] In re petition for change of name of Zion's Watch Tower Tract Society to Watch Tower Bible and Tract Society
No. September Term, 1896.
To the Honorable the Judges of the Court of Common Pleas No. One of Allegheny County:
The petition of Zion's Watch Tower Tract Society, respectfully represents:
That it is an Association incorporated under the laws of the Commonwealth of Pennsylvania, by the Court of Common Pleas No. One(1) of said County, on the 13th day of December, 1884, for the purpose specified in Section Two(2) of its charter which reads as follows:
"II. The purpose for which the Corporation is formed is, the dissemination of Bible Truths in various languages by means of the publication of tracts, pamphlets, papers, and other religious documents and by the use of all other lawful means which its Board of Directors, duly constituted, shall deem expedient for the furtherance of the purpose stated."
That said purpose is embraced within the Corporations of the first class, specified in Section Second, of an Act of the General Assembly of this Commonwealth, entitled "An Act to provide for the incorporation and regulation of certain corporations"; approved the 29th day of April, A.D. 1874.
That in pursuance of the provisions of the said Act of the General Assembly, the said Association is desirous of changing the name, style and title by which it was incorporated, and at a meeting of the said Corporation duly convened, the following change in the name, style and title as set forth in said charter was duly adopted:
"That the name, style and title of said Corporation be changed from "Zion's Watch Tower Tract Society" to "Watch Tower Bible and Tract Society."
In Witness Whereof, the said Zion's Watch Tower Tract Society has hereunto affixed its corporate seal, attested by its President and Secretary, this 8th day of August, A.D.1896.
Zion's Watch Tower Tract Society Charles T. Russell [Corporate Seal] President.
Maria F. Russell
John K. Ewing
Secretary
Commonwealth of Pennsylvania ) County of Allegheny ss. Be it remembered that on the 11th day of
August, 1896, before me, a Notary Public, in and for said County and State, personally came Charles T. Russell, President of said Corporation, and Maria F. Russell, Secretary of said Corporation, who, being duly affirmed, did say that they were personally present at the execution of the within petition, and saw the common seal of said Corporation, Zion's Watch Tower Tract Society affixed thereto, and that said seal is the common and corporate seal, and that the foregoing petition was signed, sealed and duly delivered by, as and for the act and deed of said Corporation, for the uses and purposes therein mentioned, and that their signatures thereto are in their own proper handwriting and that the facts set forth in said petition are correct and true as they verily believe.
Charles T. Russell
Maria F. Russell
Affirmed and subscribed before me, the day and year aforesaid. Witness my hand and Notarial seal.
John K. Ewing Notary Public [N. P. Seal]
Interlocutory Decree
And now, to wit August 24th, 1896, the foregoing petition for change of the name, style and title of the charter of Zion's Watch Tower Tract Society, having been duly presented to this Court, in order that the same might be deemed and taken to be part of the charter of the said Corporation, and it appearing that such change in the name, style and title of said Corporation is lawful and beneficial, and does not conflict with the requirements of the Act of the General Assembly of this Commonwealth, entitled "An Act to provide for the incorpora tion and regulation of certain Corporations," approved the 29th day of April, 1874, nor with the Constitution of this State, and proof having been produced to this Court, showing that notice of the foregoing application has been duly given to the Auditor General of the State of Pennsylvania, it is hereby ordered and decreed that notice of this application shall be given by publication in accordance with the statute in such case made and provided.
By the Court.
Final Decree
And now, to wit September 19, 1896, the within petition for the change of name of the within designated Corporation, having been presented to this Court, accompanied by due proof of publication of notice thereof, and no cause having been shown to the contrary, it is on motion of Charles W. Dahlinger, Esq. ordered and decreed that upon the recording of the same, that the name, style and title of "Zion's Watch Tower Tract Society" be changed to "Watch Tower Bible and Tract Society," and said change shall be deemed and taken to be part of the charter of said Corporation.
Recorded September 22,1896.
By the Court.
COMMONWEALTH OF PENNSYLVANIA, ) COUNTY OF ALLEGHENY SS:
Recorded on this 22nd day of September A.D., 1896 in the Recorder's Office of said County in Charter Book, Vol. 22 Page 415 Given under my hand and the Seal of the said Office the day and year aforesaid.
Geo. M. Von Bornahorat Recorder.
No, the undermarked, two-thirds of whom are citizens of the United States of America, and at least one of us being a resident of the State of New York, desiring to become a corporation pursuant to the provisions of The Membership Corporation Law, (of the laws of New York of 1895, chapter 559, as amended) do hereby make, acknowledge and file this certificate for that purpose,
SECOND: The purposes for which it is to be formed are, the moral and mortal improvement of man and woman, the disdorization of Bible Truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and by the use of all other lawful means which its board of directors, duly constituted, shall doom expedient for the purposes stated, and for religious missionary work.
THIRD: The proposed corporation shall have no capital stock. Its members shall be those who subscribe this certificates, and those when the Board of Directors, when duly constituted, shall admit at the first meeting of said Board of Directors, and such other person, persons or corporations, who shall thereafter contribute the sum of one thousand dollars to the funds of said corporation and who shall be admitted pursuant to law and the by-law of this corporation.
Certificates of membership shall be issued by the Secretary, and countersigned by the President, to the person or persons entitled thereto, which certificate shall entitle the holder thereof to a vote in said corporation.
FOURTH: The operations of this corporation shall be principally in the state of New York, and the principal business office
of this corporation is to be located at numbers thirteen to seventeen Hicks street, city of Brooklyn, New York.
FIFTH: The corporation is to exist perpetually.
SIXTH: The names and residences of the subscribers to this
EIGHTH: The said Board of Directors, a majority of whom, including the President, shall constitute a quorum for the transaction of business; shall have full power and authority to make and enact by laws, rules and ordinances, which shall be deemed and taken to be the law of said corporation, and do any and everything useful for the good government and support of the affairs of the said Corporation; provided that the by-laws, rules and ordinances, or any of them, so made, shall not be repugnant to this charter, to the Constitution and Laws of the state of New York, and to the Constitution and the laws of the United States.
NINTH: The said corporation shall have as officers the following; A President, who shall be elected by the/Board of Directors at the first meeting thereof, and shall hold his office for life and whose duties shall be to provide at the meetings of the Corporation or of the Board of Directors, and have the general supervision and control and management of the business and affairs of said Corporation; a Vice-President, and a Secretary who shall also be Treasurer.
Such officers, except the President, shall be chosen annually, from among the Board of Directors, on the first Saturday of each year, by an election, by ballot, to be held at the principal office of the Corporation in the City of Brooklyn, New York. The members of the Board of Directors, except the President who shall always be a member of said Board of Directors, shall be chosen by, and from among, the members of the corporation, by an election, by ballot, to be held annually on the first Saturday of each year, at the principal office of the Corporation in the city of Brooklyn, New York. They shall hold office until their successors are duly elected and installed. Vacancies in the Board of Directors, arising from any cause, shall be filled by a majority vote of the remaining members of the board, who shall meet within thirty days after the vacancy occurs for that purpose, and in the event of a failure to so fill such vacancy, or vacancies, in the manner afore- said within said time than the President shall fill such vacancy by appointment, and the person or persons so appointed shall hold office until the next annual election of Directors. Should a vacancy occur in the office of President the Board of Directors shall elect his successor within three months after such vacancy occurs, and in the interrum the Vice-Pronident shall serve as President of such Corporation. Vacancies occurring in any other office shall be filled by appointment by the President.
TENTH: The said Corporation, under the name, style, and title aforesaid, shall have full power and authority to make, have and use a common seal, with such device and inscription as it may be proper, and the same to alter and renew at its pleasure; and by the name, style and title aforesaid, shall be able in law and in equity to sue and be sued; plead and be imploded in any court or courts,
and complaints, plone, causes, matters and demands whatsoever, and all and every matter theroin to do in so full and ample a manner, and no effectually, as any other person or persons, bodies politic or corporate within the state of New York may or can do.
ELEVENTH: The said Corporation, by the name, style and title affirmed; shall have the right, power and authority to take and receive and hold in fee simple, or any lease estate, all messages, lots, lands, buildings, tenements, rents, annuities, franchises and horeditaments as may be necessary and proper for its purposes and not contrary to law governing such corporations; and to sell, lease, mortgage, or otherwise dispose of any part thereof; subject to the laws of said State controlling such corporations; and shall have the same right to receive, hold, sell, lease or otherwise dispose of any and all kinds of personal property or money, subject; however to the laws of the state of New York in such cases made and provided.
WITNESS our hands and soals this 12th day of September 18. D.
1909.
Witness as to:
Edward W. Aroincise
John W. Cipunda On this 20th day of February A.E.,1909,before we personally came Charles T.
Russell, William N. Van Imburg,H. Clay Rockwell,
William E. Puge, Frederick R. Williamson and Ianno F. Hockins, to me personally known to be the same person described in and who signed the foregoing certificate,and neverally acknowledged-to-me that they had made,signed and executed the same for the uses and purposes
IN TERTIECITY whosoof I have horourse set my-hand and the
council of my office us notary Public this 10th day of February, 1909.
Notary Public.
On this day of February, N.D., 1909, to fore no personally came Edward W. Dronnoison, of Brooklyn, in said state, to no personally known to be the same person described in and who made and signed the foregoing certificate and acknowledged to me that he had made, signed and expaired the same for the uses and purpose therein set forth.
IN TESTIMONY whosoof I have heroynte set my hand and my official seal no Potnry Public this day of February, N.D., 1909
Certificate of Incorporation.
K.H.
E.A.W.
People'sulpfE Association
The Writings culiflent is freely offended and ordained filed.
Lester Abrams 23799
STATE OF NEW YORK,
Office of SECRETARY OF STATE,
Food and
Recorded MAR 4-1909
Senator S. Kornig.
Governor of State.
To, the undersigned, Charles T. Russell, President, and Edward W. Brenneisen, Secretary of the PEOPLKS PULPIT ASSOCIATION, a corporation heretofore duly created and organized under the Membership Corporation Law of the State of New York, do hereby certify as follows:
That a special meeting of the members of such corporation was duly called for the purpose of acting upon the proposition of extending the corporate purposes of this corporation pursuant to Section Four (4) of the Membership Corporation Law, which said meeting was held on the 19th day of November 1912, agreeable to said call.
That at such meeting there were present thirty-three members of such corporation, the total membership of such corporation being forty-one members.
That the following resolution was offered, to wit:
"Resolved, that the purposes and powers of the PEOPLKS PULPIT ASSOCIATION be extended, as follows, to wit: Charitable, Bandvolleht; Scientific, Historical, Literary and Educational-purposes; and for the purpose of maintaining and conducting education for the gratuitous instruction of men and women, on the premises or by mail, in the Bible, Bible literature and Bible history, and for the gratuitous teaching, training and preparation of men and women as teachers, and as lecturers on the Bible and preachers of the Gospel, and to provide and maintain a home, place, building or buildings for the gratuitous housing, sheltering and boarding of such students, lecturers, teachers-and-ministers, and to gratuitously furnish such students, lecturers, teachers and ministers suitable meals and lodging, and to prepare, support, maintain and send out to various parts of the world religious missionaries, teachers and instructors in the Bible and Bible literature, and for public religious worship, and for the purpose of the publication and distribution of Bibles and Bibles and religious literature, that the directors of this corporation be authorized and directed to execute and file a certificate pursuant to Section Four (3) of the Membership Corporation Law, and to take such other and further steps as may be necessary and proper.
That said resolution was duly adopted by the concurring vote of thirty-three members of such corporation, being all of the members present, and voting no such meeting, and being more than a majority of all the members of said association.
Charles T. Russell, President, and E. W. Bronnelson, Secretary, being severely duly sworn, each deposes and says, that the paid Charles T. Russell is President of the Peoples Pulpit Association, and that said E. W. Bronnelson in Secretary thereof; that he has read the foregoing certificates subscribed by him, and knows the contents thereof, and that the same is true and correct of his own knowledge.
to, the undersigned, a majority of the Board of Directors of the PEOPLES PULPIT ASSOCIATION, a corporation heretofore duly incorporated under the Membership Corporation Law of the State of New York, desiring to extend its corporate purposes, pursuant to Section Four (4) of the Membership Corporation Law, do hereby certify as follows:
FIRST: The name of the corporation is, THE PEOPLES PULPIT ASSOCIATION.
SECOND: The purpose for which it was incorporated are, the moral and mental improvement of men and women, the dissemination of Bible truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and by the use of all other lawful means which its Board of Directors, duly constituted, shall deem expedient for the purposes stated, and for Religious missionary work.
THIRD: The purpose to which it is desired to extend its corporate purposes are, Charitable, benevolent, scientific, historical, literary and educational purposes, and for the purpose of maintaining and conducting weekly meetings for the gratuitous instruction of men and women, on the premises or by mail, in the Bible, Bible literature and Bible history, and for the gratuitous teaching, training and preparing of men and women as teachers, and as lecturers on the Bible and preachers of the Gospel, and to provide and maintain a Home, place, building or buildings for the gratuitous housing, sheltering and boarding of such students, lecturers, teachers and ministers, and to gratuitously furnish to such students, lecturers, teachers and ministers suitable meals and lodging, and to prepare, support, maintain and send out to the various parts of the world religious missionaries, teachers and instructors in the Bible and Bible literature, and for public religious worship, and for the purpose of the publication and distribution of Bibles and Bible and religious literature.
FOURTH: Such extension has been duly authorised by a resolution adopted by the consecrating vote of a majority of the members of the corporation.
present at a special meeting of the corporation duly called for that purpose, as more fully appears by the certificate of the President and Secretary of the corporation, hereby annexed and filled herewith.
In witness thereof, we have made, signed, and executed this certificate in duplicate.
Dated this 19th day of November 1912.
Board of Directors
State of New York
County of Kings:
On this 19th day of November 1912 before me personally came
Charles T. Russell, Edward W. Brennison, H. Clay Rockwell, William E. Van Amburgh,
Temde P. Hockins, Fr. H. Robinson and others, to me severally known to be the persons described in, and who made and signed the foregoing certificate, and severally acknowledged to me they made, signed and executed purposes therein set forth.
CERTIFICATE OF JUSTICE OF SUPREME COUNT.
I hereby approve of the extension of the corporate purposes proposed by the foregoing certificate, and of the filing thereof.
STATE OF NEW YORK )
CITY OF NEW YORK : SS
COUNTY OF KINGS )
On this 30th day of July, 1932, before me personally came JOSEPH F. RUTHERFORD and ARTHUR R. GOUX, to me known and known to me to be the persons described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same.
Supreme Court of the State of New York, for the Second Judicial Department, do hereby approve of the extension of the corporate purposes and powers contained in the within Certificate of Extension of Corporate Purposes and Powers of PEOPLES·PULPIT ASSOCIATION, pursuant to Section 30 of the Membership Corporation Law, and consent that the same be filed.
Dated, August 16, 1932.
Justice of the Supreme Court, Kings County
PEOPLES PULPI? ASSOCIATION pursuant to Section 30 of the Membership Corporation Law.
FIRST:- The name of the corporation is PEOPLES PULPIT ASSOCIATION -
SECOND:- The Certificate of Incorporation was filed on March 4, 1909, in the office of the Secretary of State of the State of New York, and in the office of the County Clerk of the County of Kings, on the 9th day of March, 1909.
THIRD:- The purposes and powers of the corporation are hereby extended by adding to the statement thereof, a further statement to read as follows:- "The operation of a radio broadcasting station in interstate commerce to carry out the present purposes and powers of the corporation."
IN WITNESS WHEREOF, we have made and subscribed this certificate, this day of July, 1932.
Joseph Hullerford (L.S.) President
(L.S.)
(Secretary) "COMPANIES (CONSOLIDATION) ACT, 1908."
The Companies Act 1908 and 1913
REGISTERED
84101
30 JUN 1914
DECLARATION of Compliance with the requisitions of the Companies (Consolidation) Act, 1008, on behalf of a Company proposed to be registered as International Public Acquaintance Association.
LIMITED.
Pursuant to Section 17 (2) of the Companies (Consolidation) Act, 1808.
Presented for filing by
Magnifico
Rush-Jane. Pence
Kanerv Earp. 183.
S. Arthur James Greenop _ & Buch Lane House Cannon Street in the city of London .
Do solemnly and sincerely declare that I am (a) a Sectio of the High Court engaged in the formation
Limited, and That all and every the requisitions of the Companies (Consolidation) Act, 1903, in respect of matters precedent to the registration of the said Company and incidental thereto have been complied with. And I make this solemn Declaration consecientiously believing the same to be true and by virtue of the provisions of the "Statutory Declarations Act, 1835."
refired at Bristol House Canavon in the City of London
29th day of June
ousand nine hundred and fourteen
B. Sander The Companies Acts 1908 and 1913.
UNLIMITED COMPANY.
Memorandum
AND
Articles of Association
INTERNATIONAL BIBLE STUDENTS ASSOCIATION.
1914.
A. J. GREENOP & CO., BUSH LANE HOUSE, CANNON STREET, LONDON, E.C.
Memorandum of Association
OF
International Bible Students Association.
The name of the Association is "INTERNATIONAL BIBLE STUDENTS ASSOCIATION."
The registered office of the Association will be situate in England.
The objects for which the Association is established are:-
(A) To promote Christian knowledge by the dissemination of Bible truths, orally and by the printed page, and by means of the distribution of Bibles and the printing and publication of Bible study helps, tracts, painpLlets, papers and other religious documents, and by the use of all other lawful means which may seem to the Council of the Association directly or indirectly conducive to the furtherance of the above objects of the Association.
(b) To purchase or otherwise acquire sketches, photographs, drawings, publications, manuscripts, notes, data and memoranda bearing upon the above objects of the Association and to print, publish, display and distribute the same.
(c) To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise, and to obtain from any such Government or authority all rights, concessions or privileges that may seem conducive to the above objects or any of them.
(D) To promote any association or associations, whether limited or not, for the purpose of its or their acquiring all or any of the property, rights and liabilities of the Association, or for any other purpose which may seem, directly or indirectly, calculated to further the objects of the Association.
(b) To purchase, take on lease or in exchange, hire or otherwise acquire, and to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with any estate or interest in any lands, buildings, easements, rights, privileges, mortgages, debentures, options, contracts, licences or other rights, and any real or personal property of any kind necessary or convenient for the attainment of the objects of the Association mentioned in paragraph 3 (A) hereof, and to erect, construct, enlarge, alter, furnish, maintain and improve buildings of all kinds.
(F) To make donations to such persons and in such cases, and either of cash or other assets, as may be thought directly or indirectly conducive to any of the objects of the Association, or otherwise expedient, and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition, or for any public, general or other objects, and to grant pensions and allowances and to make payments towards insurance.
(a) To borrow or raise, or secure the payment of money in such manner as the Association shall think fit
(11) To pay out of the funds of the Association all expenses of or incident to the formation and registration of the Association.
(1) To do all such other things as are incidental or conducive to the attainment of the above objects.
Provided that the Association shall not support with its funds or endeavour to impose on or procure to be observed by its members, or others, any regulation, restriction or condition which if an object of the Association would make it a Trade Union.
Provided also that in case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners or Board of Education for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Managers or Trustees of the Association shall be chargeable for such property as may come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Managers or Trustees have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the Board of Education over such Managers or Trustees, but they shall, as regards any such property, be subject jointly and separately to such control or authority as if the Association were not incorporated.
In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with the same in such manner as allowed by law, having regard to such trusts.
The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Association.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association, in return for any services actually rendered to the Association, nor prevent the payment of interest at a rate not exceeding 5 per cent. per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association, but so that no member of the Council of the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any member of such council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Association. Provided that the provision last aforesaid shall not apply to any payment to any railway, gas, electric lighting, water, cable or telephone company of which a member of the council of management or governing body may be a member or any other company in which such member shall not hold more than one hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
If upon the winding up or dissolution of the Association there remains any property whatsoever after the satisfaction of all its debts and liabilities, and after the repayment to the holders of the shares of the Association the amount paid up thereon, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, or in default thereof by such judge of the High Court of Justice as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.
We, the several persons whose names are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
: J. Hemery . 24th Cairn Verrace Minister of the Gospel
Dated this 29th day of June , 1914. Witness to the above Signatures— Bella L. H. Kernell.
Clerk to A. J. GREENOP & CO., Solicitors, Bush Lane House, Cannon Street, London, U.C.
UNLIMITED COMPANY.
Articles of Association
OF
International Bible Students Association.
TABLE A EXCLUDED.
The regulations of Table A in the First Schedule to the Companies (Consolidation) Act 1908 shall not apply to the Association, but the following shall be the regulations of the Association.
INTERPRETATION.
These Articles shall be construed with reference to the provisions of the Companies Acts 1908 and 1913 or any statutory modification thereof in force at the time when these regulations became binding on the Association, and unless there be something in the subject or context inconsistent therewith-
"The Association" means the above-named Association.
"The Council" means the persons for the time being occupying the position of Directors of the Association.
"In writing" means written or printed, or partly written or partly printed.
Words importing the singular number only, include the plural number and vice versa.
Words importing the masculine gender only, shall include the feminine gender.
Words importing persons include firms and corporations.
Subject as aforesaid any words or expressions defined in the Statutes shall, except where the subject or context forbids, bear the same meanings in these Articles.
COMPANIES
7.11.1974 OBJEOTS.
The Association is established for the purposes expressed in the Memorandum of Association.
CAPITAL.
The capital of the Association is £100, divided into 100 shares of £1 each.
ALTERATION OF CAPITAL.
The Council may, with the sanction of an Extraordinary Resolution of the Association, increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.
PRIVATE COMPANY.
The Association is a "Private Company" within the meaning of the Companies (Consolidation) Acts 1008, and accordingly (A) no invitation shall be issued to the public to subscribe for any shares, debentures or debenture stock of the Association; (B) the number of the members of the Association (exclusive of persons in the employment of the Association) shall be limited to fifty, and (c) the right to transfer the shares of the Association is restricted in manner and to the extent hereinafter appearing.
SHARES.
The shares shall be at the disposal of the Council, and they may allot or otherwise dispose of them to such persons at such times and generally on such terms and conditions as they think proper, provided that no shares shall be issued at a discount.
No person shall be recognised by the Association as holding any share upon any trust, and the Association shall not be bound by or recognise any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share, or any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
No part of the funds of the Association shall be employed in the purchase or in loans on the security of the shares of the Association.
CALLS ON SHARES.
The Council may, subject to any conditions of allotment, from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they may think fit, provided that seven days' notice at least is given of each call, and each member shall be liable to pay the amount of every call so made upon him to the persons and at the times and places appointed by the Council.
A call may be made payable by instalments. A call shall be deemed to have been made as soon as the resolution of the Council authorising such call shall have been passed.
TRANSFER OF SHARES.
No transfer of any share in the capital of the Association shall be registered without the previous sanction of the Council, who may, without assigning any reason, decline to give any such sanction, and shall so decline in the case of any transfer the registration of which would involve a contravention of Article 6 hereof. The Council may also suspend the registration of transfers during the fourteen days immediately preceding the Ordinary General Meeting in each year.
GENERAL MEETINGS.
A General Meeting shall be held once in each year at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as the Council shall appoint.
(4) To receive the report of the Council.
(2) To receive and adopt the balance sheet of the Association.
(c) To elect the Council for the casuing year.
(D) To elect an Auditor or Auditors, and
(E) To transnet such other business as shall be specified in the notice convening the meeting.
EXTRAORDINARY GENERAL MEETINGS.
The Council shall have power to convene at any time an Extraordinary General Meeting of the members of the Association, and at such meeting no matters shall be taken into consideration except those specified in the notice convening the same.
PROCEEDINGS AT GENERAL MEETINGS.
Seven days' notice at least (exclusive of the day on which the notice is deemed to be served, but inclusive of the day on which the notice is given) specifying the place, the day and hour of the meeting, and in case of special business the general nature of the business shall be given of all General Meetings in manner hereinafter mentioned to all the members of the Association, but the non-receipt of the notice by any member shall not invalidate the proceedings at any General Meeting.
Three members personally present shall be a quorum for all General Meetings.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members, and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
VOTES OF MEMBERS.
On a show of hands every member present in person shall have one vote. On a poll every member shall have one vote for each share of which he is the holder.
On a poll votes may be given either personally or r, proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointer of his attorney, duly authorised in writing, or, if the appointer is a corporation either under the common seal or under the hand of an officer or attorney so authorised.
No person shall act as a proxy unless either he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy, or he has been appointed to act at that meeting as proxy for a corporation.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the registered office of the Association, not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy may be in the following form, or in any other form which the Council shall approve:—
"INTERNATIONAL BIBLE STUDENTS ASSOCIATION.
"I,
"of
"in the County of being a member of the INTERNATIONAL BIBLE STUDENTS ASSOCIA TION, heroby appoint
"of
"as my proxy, to vote for me and on my behalf at the [Ordinary or Extraordinary as the case may be] General Meeting of the Association, to be held on the day of , and at any adjournment thereof."
"Signed the day of 10."
COUNCIL AND MANAGEMENT.
Until otherwise determined by a General Meeting, the number of members of the Council shall not be less than two nor more than five. The first members of the Council shall be determined in writing by a majority of the subscribers of the Memorandum of Association, and the persons so elected shall hold office until the Ordinary General Meeting in the year 1015, when they shall all retire. A retiring member of the Council shall be eligible for re-election, and shall act as a member of the Council throughout the meeting at which he retires.
The qualification of a member of the Council shall be the holding of at least one share in the Association, and it shall be his duty to comply with the provisions of Section 73 of the Companies (Cousolidation) Act 1908.
The continuing members of the Council may act at any time, notwithstanding any vacancy in their body, provided always that in case the members of the Council shall at any time be reduced in number to less than two it shall be lawful for the remaining member of the Council to act for the purpose of filling up vacancies in the Council or summoning a General Meeting of the Association, but not for any other purpose.
The Council shall from time to time elect a President, who shall preside as Chairman at all General or other Meetings of the Association and of the Council, and a Vice-President, who shall preside as Chairman in the absence of the President. If at any meeting the President and Vice-President be not present within ten minutes after the time appointed for holding the same, the members of the Council present may choose one of their number to be Chairman of such meeting.
Two members of the Council shall form a quorum.
The Council shall, subject to the regulations of these Articles have power to frame regulations for their own government, to appoint sub-committees, and to delegate to them any of the powers of the Council.
The Council shall have power to fill up any vacancy in the Council, and any member so elected shall retain office until the next General Meeting, when he shall be eligible for re-election.
The Council shall have the management and application of the funds and other property of the Association, and generally the management of all the affairs and concerns of the Association.
DISQUALIFICATION OF MEMBERS OF COUNCIL.
The office of a member of the Council shall be vacated
(1) If by notice in writing to the Association he resigns the office of a member of the Council.
(2) If he absents himself from the meetings of the members of the Council during a continuous period of six months without special leave of absence from the Council, and they pass a resolution that he has by reason of such absence vacated office.
(3) If the members at an Extraordinary General Meeting pass a resolution calling upon him to resign his office.
BORROWING.
The Council may at any time borrow or raise for the purposes of the Association from the members of the Council or ordinary members or any other persons such sums of money and at such rates of interest as the Council may think proper and may secure the repayment of such sums by mortgage or charge upon the whole or any part of the property or assets of the Association in such manner and upon such terms and conditions and with such security as the Council shall determine.
The Common Seal of the Association shall, unless otherwise determined by the Council, not be affixed to any instrument of the Association except by the authority of a resolution and in the presence of at least two members of the Council and such members shall sign every instrument to which the seal shall be affixed in their presence and in favour of any person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
THE SEAL.
INDEMNITY.
The members of the Council and other officers for the time being of the Association and the trustees (if any) for the time being acting in relation to any affairs of the Association and every one of them and each and all of their heirs, executors and administrators shall be indemnified and secured harmless out of the assets of the Association from and against all actions, costs, charges, losses, damages and expenses which they or any of their heirs, executors and administrators shall or may incur or sustain by or by reason of any act done, concerned in or omitted in or about the execution of their duties in their respective offices or trusts except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipt for the sake of conformity or for any bankers or other persons with whom any moneys or effects belonging to the Association shall or may be lodged or deposited for safe custody or for the insufficiency of or any deficiency in any security upon which any moneys of or belonging to the Association shall be placed out or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto except the same shall happen by or through their own wilful neglect or default respectively.
ACCOUNTS.
The Council shall cause true accounts to be kept:—
(4) Of the sums of money received and expended by the Association and the matter in respect of which such receipts and expenditure takes place; and
(b) Of the assets and liabilities of the Association.
The books of account shall be kept at the registered office of the Association or at such other place as the Council from time to time determine and shall be always open to the inspection of the members of the Council.
A balance sheet shall be made out in every year and laid before the Association in General Meeting made up to a date not more than six months before such meeting.
AUDIT.
47 Auditors shall be appointed and their duties regulated in accordance with Sections 112 and 113 of the Companies (Consolidation) Act 1908, or any statutory modification thereof for the time being in force.
NOTICES.
A notice may be given by the Association to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address in the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Association for the giving of notices to him.
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