Articles of Incorporation and By-Laws of the Washington (D. C.) Sanitarium
Articles of Incorporation
Know all men by these presents, That we, the undersigned, namely, Arthur G. Daniells, James R. Scott, John H. Neall, and Judson S. Washburn, being of full age and citizens of the United States, and all 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 Association. First: The Name of the corporation hereby created shall be “Washington (D. C.) Sanitarium Association.” Second: The term for which said corporation is organized and the duration of its existence is to be perpetual. Third: The general purposes and objects for which this corporation is formed are to further by all proper and legitimate agencies and means a better knowledge of the laws of life and true hygiene, the relief of suffering, and the prevention and cure of disease. More particularly, its purposes and objects are to establish and operate sanitariums, hospitals, medical institutions, and treatment rooms where the sick may be treated with or without pay for services rendered; to train and qualify doctors and nurses for work; to publish and circulate literature on health, disease, hygiene, and kindred subjects; to furnish lecturers and teachers to instruct the people regarding the laws of life and true methods of living; to own and operate factories and stores for the manufacture and sale of health foods and such other goods and wares as will promote the objects and purposes of this corporation; to establish and conduct hygienic restaurants; to provide homes for the poor and destitute, and orphanages for homeless children; to do all manner and kind of work whatsoever for the good of humanity and the uplifting of our fellow men; to receive gifts, legacies, and donations from any source whatsoever; to make gifts and appropriations from any or all of its resources from time to time; and to exercise all such power and authority as may be necessary to carry out the objects and purposes above specified. But the purpose and essence of this corporation being purely benevolent, charitable, and philanthropic, it is hereby expressly declared that this is a corporation not for gain, that no dividends shall ever be declared or paid to any of its members, and that none of its property, real or personal, shall ever be used or expended except in carrying into effect the legitimate ends and aims of its being. 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 the existence of the corporation, shall be composed of seven members. 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. The name of this corporation is “Washington (D. C.) Sanitarium Association.” 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 its Articles of Incorporation. SECTION I.—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 Conference21of 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 (D. C.) Sanitarium Association. SEC. 2.—A quorum for the transaction of business shall consist of not less than fifteen members. SECTION I.—The members of this corporation shall elect annually 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 as hereinafter specified, and the execution of all trusts confided to it. SEC. 3.—A quorum to do business shall consist of not less than four trustees. SEC. 4.—The trustees shall elect annually a President, a Vice-President, a Secretary, and a Treasurer. The President and Vice-President shall be members of the Board of Trustees; the Secretary and the Treasurer may or may not be members of the Board of Trustees. SEC. 5.—The Board of Trustees shall elect 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 Secretary, or in the absence of either, the other and the Treasurer, shall, in behalf of said Association, sign all deeds, mortgages, powers of attorney and annuity agreements or other instruments of writing of similar character and import. The seal of this Association shall consist of an ordinary-sized circular impression with the words “WASHINGTON (D. C.) SANITARIUM ASSOCIATION” in an outer circle enclosing the word “SEAL” and the word “INCORPORATED.” SECTION I.—Every regular or special meeting of the members of the corporation shall be called by the Board of Trustees. Notice of such meetings 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 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 two-thirds vote of the members of the corporation present at any regular meeting of said members, when the proposed amendment does not conflict with the Articles of Incorporation of this Association. 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 shall be stated. If at any time this Association as a corporation should be dissolved, or should it otherwise cease to exist, the title to all its property and effects shall at once vest in such legal body as has been or may be organized by the General Conference of the Seventh-day Adventists to receive the same; and the President of the Board of Trustees last in authority is authorized, empowered, and directed in the name of this Association, to make conveyance of such title by such instrument of writing as may be appropriate and necessary.