Washington Training College
Articles of Incorporation
Know all men by these presents, That we, the undersigned; namely, Amos P. Needham, William T. Bland, George B. Thompson, Judson S. Washburn, and Arthur G. Daniells, being of full age and citizens of the United States, and the 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 forth in pursuance of and in conformity with Sections 574 to 586, inclusive, of Sub-chapter One of the Code of the District of Columbia enacted March 3, 1901, and amended by subsequent acts of Congress,17for 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 legal name of the corporation hereby created shall be “WASHINGTON TRAINING COLLEGE.” Second: The term for which said corporation is organized and the duration of its existence is to be perpetual. Third: The number of trustees shall be nine who shall constitute the Board of Directors or Managers. For the first year of the existence of this corporation the Board of Trustees shall be composed of the following-named persons: James W. Loughhead, William T. Bland, William W. Prescott, Arthur G. Daniells, William C. White, George A. Hare, Amos P. Needham, James R. Scott, Alfred S. Baird. 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. BRANCHES OF LEARNING TO BE TAUGHT
Fourth: The particular branches of learning to be taught are as follows: philosophy, language, literature, history, theology, mathematics, science, agriculture, mechanics, and any other branches which may be appropriately taught in an institution of this character. Fifth: The general purpose and object for which this corporation is formed is to promote the principles of true higher education, and to provide proper facilities for the harmonious development of the intellectual, moral, and physical powers of mankind. More particularly its purposes and objects are to establish and maintain an institution of learning where thorough and systematic instruction shall be given in the arts and sciences for which the usual diplomas may be awarded and degrees conferred; also where special opportunity shall be afforded to men and women to become acquainted with the mission fields of the world, and to be educated and trained in such branches and methods as will best fit them for successful work in the same; to receive loans, gifts, and deposits of money; to issue notes, to acquire, possess, and hold title to real, personal, and mixed estates, either in trust or otherwise, by gift, bequest, devise, or purchase, and to have the power to pledge, encumber, sell, and convey the same by such instrument of security or conveyance as may be suitable; it being, however, expressly understood that this corporation is not for personal profit or gain to any individual, but that all its property and effects must be used and expended in carrying into effect the aims, ends, and objects of its existence. Sixth: 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. THE name of this corporation is “WASHINGTON TRAINING COLLEGE.” The principal office of this corporation is located at Takoma Park, Maryland. The particular objects for which this corporation is formed are such as are set forth in its Articles of Incorporation. SECTION 1.—The members of this corporation shall consist of the Executive Committee of the General Conference of Seventh-day Adventists, the Executive Committee of the Atlantic Union Conference of Seventh-day Adventists, the Executive Committee of the Chesapeake Conference of Seventh-day Adventists, the Executive Committee of the Virginia Conference of Seventh-day Adventists, the Executive Committee of the West Virginia Conference of Seventh-day Adventists, the Board of Management of the evangelical work of the Seventh-day Adventists in the District of Columbia, and Takoma Park, Maryland, and the Board of Trustees of the Washington Training College. SEC. 2.—A quorum for the transaction of business shall consist of not less than fifteen members. SECTION 1.—The members of this corporation shall elect annually nine 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, and 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 five 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 the Treasurer shall be members of the Board; the Secretary may or may not be a member of the Board. 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, and 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 “WASHINGTON TRAINING COLLEGE” in an outer circle enclosing the word “SEAL,” and the word “INCORPORATED.” SECTION 1.—Every regular or special meeting of the members of the corporation shall be called by the Board of Trustees. Notice of such meeting shall be published at least twice previous to 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 hold meetings at any time when a quorum is present. SEC. 3.—When not otherwise especially provided, all votes of the members of this corporation for the election of trustees or for deciding 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. The 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.