The Legal Transfer of the Publishing Work From Battle Creek to Washington
By William W. Prescott
AFTER the destruction by fire of the printing plant of the Seventh-day Adventist Publishing Association in Battle Creek, Mich., on the night of Dec. 30, 1902, the trustees of the association, taking into consideration the general condition and interests of our denominational work, decided not to take any active steps toward rebuilding the plant until after the session of the General Conference to be held in Oakland, Cal., during the following April, in order that they might obtain the counsel of that body concerning the matter. The following resolutions, representing the sentiment of the conference, were adopted April 12, 1903:— “1. Resolved, That it is the opinion of this conference that the Seventh-day Adventist Publishing Association ought not to rebuild its factory in Battle Creek. “2. Resolved, That favorable consideration should be given to proposals which may look to the transfer of the REVIEW AND HERALD and the Youth’s Instructor to some publishing concern organized in the Eastern States, according to the counsel of the General Conference Committee. “3. Resolved, That if the stockholders should deem it advisable to wind up the business of the corporation, such action would meet with the approval of this conference.” At the forty-third annual meeting of the stockholders of the Seventh-day Adventist Publishing Association, which was held in Battle Creek, April 21-29, 1903, the situation was very thoroughly discussed, and action taken in a series of resolutions covering the whole question of the removal of the business and its re-establishment in another place. Among these resolutions were the following:— “1. That the trustees of this association, advising with the General Conference Committee of Seventh-day Adventists, be instructed to provide for the establishment of a printing plant in some State in the East, and to create or designate a corporation that shall hold and operate said printing plant in harmony with the recommendations of the late General Conference concerning the control and ownership of all denominational institutions. “2. That our trustees are hereby instructed to transfer as rapidly as possible all the interests of the Seventh-day Adventist Publishing Association to the said corporation, including all its assets and liabilities of every nature whatsoever. “3. That we ask the General Conference to make an earnest appeal to all stockholders in the Seventh-day Adventist Publishing Association to donate their stock to the corporation provided for in Resolution 1.” “6. That the conditions of this transfer of the assets and interests of the Seventh-day Adventist Publishing Association to the proposed new corporation be such that the corporation shall be a non-dividend-paying and non-stock company, and that all the net earnings of the above corporation derived from the publishing work shall belong to the General Conference of Seventh-day Adventists for the promulgation of the gospel in all parts of the world.” “8. That our trustees are hereby instructed to execute, or to assist in executing, the above plans with all due dispatch.” The trustees of the association promptly appointed some of its members to act, with other brethren appointed by the General Conference Committee, as a committee for the purpose of selecting a new location and creating a corporation at some place in the East, which should be the successor of the Seventh-day Adventist Publishing Association of Battle Creek, Mich. As a result of their action, the city of Washington, D. C., was selected as the location, and a corporation was formed under the laws of the District of Columbia, called the Review and Herald Publishing Association; and when the headquarters of the General Conference were removed from Battle Creek to Washington in August, 1903, this new association assumed the publication of the REVIEW AND HERALD and the Youth’s Instructor. An appeal was also made to the stockholders of the association to donate their stock to I. H. EVANS, trustee in behalf of the General Conference, for the benefit of the new corporation. In response to the efforts made to bring about this result, a very large proportion of the shares of stock was transferred to the trustee. On a careful study of the matter it was found that, in order to transfer the interests of the Seventh-day Adventist Publishing Association of Battle Creek, Mich., to a corporation established in another part of the country, it would be necessary to wind up in a legal manner the old association, and to convey its property by legal sale to the new corporation. To accomplish this result the following steps were taken:— Application was made in due form to the court for an order closing up the old corporation, and appointing a receiver to wind up its affairs. This application was granted in due time, and I. H. EVANS was appointed receiver. A request was then presented to the court for an order of sale under which the receiver would be permitted to sell to the highest bidder all the property of the old association, of every name and kind, together with all its accounts. This request having been granted by the court, a receiver’s sale was advertised, full notice of which was given in the REVIEW of Dec. 22, 1904. At the time of the sale, the Review and Herald Publishing Association of Washington, D. C., offered for the whole property, including all assets and valuable interests of every kind, a sum sufficient to meet all the outstanding obligations of the old association. This offer was afterward accepted by the court, and the sale was duly confirmed, and the receiver has since conveyed the whole property to the new corporation. The practical result of these various legal steps is that the Seventh-day Adventist Publishing Association of Battle Creek, Mich., has ceased to exist, and the business formerly carried on by it has been transferred to the Review and Herald Publishing Association of Washington, D. C., a non-dividend-paying and non-stock company, which will hereafter conduct the publishing business formerly owned and controlled at Battle Creek. Thus the counsel given by the General Conference in the resolutions adopted April 12, 1903, and the instruction given by the stockholders to the trustees of the Seventh-day Adventist Publishing Association, embodied in the resolutions adopted April 28, 1903, have been fully carried out, and the transfer of the business has been legally accomplished. There were so many possible difficulties and hindrances to be encountered in the effort to accomplish this result that there were grave doubts in the minds of many persons as to the possibility of accomplishing it; and we recognize, and desire to acknowledge, that it is only because the good hand of the Lord has been with us that the efforts to carry out the instruction given have been so successful. To those who have understood the situation, and have known the possibilities of delay, and even failure, it has been nothing less than remarkable that in so short a time this matter could be carried through the court, and the desired result attained. Pending the construction of a suitable factory at Takoma Park, D. C., the printing business will be continued by the Review and Herald Publishing Association at Battle Creek as before, and after the removal of the plant to Washington, a depository and retail department will be maintained in Battle Creek. An effort will be made to dispose of the real estate at Battle Creek, with the possible exception of what is known as the West Building, in order to relieve the new corporation of the burden of taxes and interest upon non-producing property, and also to provide funds for the further development of the work in Washington. The transfer of the business to the new corporation will not make any practical change in the conduct of the business with tract societies and others, and all orders from the Lake Union Conference should be addressed to the Review and Herald, Battle Creek, Mich., as heretofore, and all accounts due to the old corporation are now payable to the new corporation. W. W. P.