A New Corporation in Washington, D. C.
[KNOWING the interest which all our people take in the progress of the work in Washington, we print herewith the articles of incorporation and the by-laws of our latest corporation formed here.—Ed.] Articles of Incorporation of “General Conference Corporation of Seventh-day Adventists”
Know All Men by These Presents, That we, the undersigned, namely, James R. Scott, of Washington, D. C.; Harvey Edson Rogers, of Washington, D. C.; Daniel K. Nicola, of Washington, D. C.; Arthur G. Daniells, of Takoma Park, Md.; and Amos P. Needham, of Takoma Park, Md., being of full age, and citizens of the United States, and a majority of whom are residents of the District of Columbia, desiring to associate ourselves together to form a corporation for the purposes and objects hereinafter set out, in pursuance of and in conformity with sections 599 to 604 inclusive, of subchapter three of the Code of the District of Columbia, approved March 3, 1901, and amended by subsequent acts of Congress, for ourselves, our associates, and successors, do make, sign, and acknowledge this certificate in writing, which, when recorded, shall constitute the Articles of Incorporation of the hereinafter-named Corporation. First: The name of the Corporation hereby created shall be “General Conference Corporation of Seventh-day Adventists.” Second: The term for which said Corporation is organized and the duration of its existence is to be perpetual. Third: The particular business and objects for which this Corporation is formed are for the purpose of diffusing moral and religious knowledge throughout the entire world by means of churches, organizations, publishing houses, medical or health institutions, educational institutions, publications, missionary agencies, and all other instrumentalities and methods appropriate and available for and tending to the advancement of such ends and aims, and to that end to receive loans, gifts, and deposits of money; to issue notes; to grant annuities; to make loans; to acquire, possess, and hold title to real, personal, and mixed estates in this or foreign countries, either in trust or otherwise, by gift, bequest, devise, or purchase, and to have power to pledge, incumber, sell, and convey the same by such mortgages or other instrument of security or conveyance as may be suitable; it being, however, expressly declared that this Corporation is not for personal profit or gain to any one, but that all its property and effects must be used and expended in carrying into effect the aims, ends, and objects of its existence. Fourth: The business, affairs, and funds of this Corporation shall be under the control and management of a Board of Trustees, which, for the first year of its existence, shall be composed of seven persons to be elected by the aforesaid persons, who do hereby associate themselves together by this instrument of writing for the purposes of this incorporation. Their successors shall be chosen at such time and place and in such manner as shall be provided in the By-laws of this Corporation, and a majority of the Board shall constitute a quorum for the transaction of business. Whenever a vacancy shall occur in such Board of Trustees, it shall be filled in the manner prescribed in the By-laws. Fifth: This Corporation shall enjoy all the rights, privileges, and immunities, and exercise all the powers and authorities now conferred, or which may hereafter be conferred, by the laws of the United States upon corporations of a similar kind or nature. By-Laws of “General Conference Corporation of Seventh-day Adventists”
The name of this Corporation is “General Conference Corporation of Seventh-day Adventists.” The principal office of this Corporation is located at Washington, District of Columbia. The particular objects for which this Corporation is formed are such as are set forth in the Articles of Incorporation. The members of this Corporation shall be the Executive Committee of the General Conference of Seventh-day Adventists, and all other accredited delegates to the General Conference of Seventh-day Adventists. For the purpose of this Corporation these delegates shall continue in office until other delegates are chosen to succeed them. SECTION 1.—The members of this Corporation shall elect biennially seven persons to act as Trustees for this Corporation, who shall hold their offices until their successors are duly elected and appear to enter upon their duties. SEC. 2.—The Trustees shall have the ordering of all affairs of this Corporation, the management and disposal of all its property, and the execution of all trusts confided to it. SEC. 3.—A quorum to do business shall consist of not less than four Trustees, one of whom shall be an officer of the Board. SEC. 4.—The Trustees shall elect annually a President, a Secretary, and a Treasurer. The President and Treasurer shall be members of the Board of Trustees; the Secretary may or may not be a member of the Board of Trustees. SEC. 5.—The Trustees shall employ a competent Auditor, who shall audit the books of this Corporation, and submit an itemized report to the members of the Corporation annually, or at such times as may be required by the Board. SEC. 6.—The Trustees shall have power to fill any vacancy occurring in their membership. ARTICLE VI — DUTIES OF OFFICERS
The duties of the officers of this Corporation shall be such as usually pertain to such offices respectively, and such other duties as the Board of Trustees may prescribe. The President and the Secretary, or in the absence of either, the other and the Treasurer, shall, in behalf of the Corporation, sign all deeds, mortgages, powers of attorney, annuity agreements, or other instruments of writing of similar character and import. The seal of this Corporation shall consist of an ordinary-sized circular impression with the words “General Conference Corporation of Seventh-day Adventists” in an outer circle enclosing the word “seal” and the word “incorporated.” SECTION 1.—Every regular and special meeting of the members of this Corporation shall be called by the Board of Trustees. Notice of any such meeting shall be published in three successive issues preceding the time of the meeting, in THE ADVENT REVIEW AND SABBATH HERALD, a weekly paper published at Washington, D. C. SEC. 2.—The Trustees are always in session, no adjournment ever taking place, and may transact business whenever a quorum is present. SEC. 3.—When not otherwise specially provided, all votes of the members of this Corporation for the election of Trustees or for the deciding of other questions shall be taken viva voce. SEC. 4.—Each voter, whether member or Trustee, shall have one vote, and only one, on any question. These By-laws may be amended by a two-thirds vote of the members of the Corporation present and voting at any regular meeting of said members, when the proposed amendment does not conflict with the Articles of Incorporation of this Corporation. When it is proposed to change the By-laws at any special meeting of the members of the Corporation, notice shall be given to this effect in the call for the meeting, and the nature of the proposed amendment or amendments shall be stated.