MEETING OF THE HEALTH REFORM INSTITUTE by John Norton Loughborough; Uriah Smith

The Seventh-day Adventist Publishing Association · Battle Creek, Mich. · May 28, 1867

MEETING OF THE HEALTH REFORM INSTITUTE.

By John Norton Loughborough; Uriah Smith

On Friday, May 17, 1867, at 9 A. M., a good number of stockholders in the Health Reform Institute met in Battle Creek, Mich., at the S. D. A. meeting-house, as per appointment in Review. Prayer by Bro. Andrews, followed by the reading of the law of the State, by Bro. Loughborough, which provides for the organization of such corporations, with an explanation of the necessary preliminary steps which had already been taken toward organizing the Institute.

The Secretary’s report of proceedings to the present time was then read, as follows:

April 9, 1867, the following persons signed Articles of Association, and made affidavit before a Notary Public, as required by the law for the formation of corporations for establishing Health Institutions; namely,

J. N. Loughborough, J. P. Kellogg, J. M. Aldrich, H. S. Lay, J. F. Byington, Calvin Green, Albert Kellogg, Uriah Smith, O. B. Jones, N. N. Lunt.

The Articles of Association were then read as follows:

ARTICLES OF ASSOCIATION.

We, the undersigned, do hereby associate ourselves together, and do hereby organize ourselves into a corporation under the corporate name of HEALTH REFORM INSTITUTE, and we do hereby adopt and subscribe the following Articles of Association, to wit:

I. The purpose for which this corporation is formed is the treatment of disease and imparting instruction in the principles of Hygiene for compensation, and also for purposes of benevolence and charity.

II. The amount of the capital stock of said corporation is one hundred thousand dollars, and the number of shares of said capital stock is four thousand of twenty-five dollars each.

III. The amount of the capital stock actually paid in is seventeen hundred and fifty dollars.

IV. The names of the stockholders, their respective residences, and the number of shares of the capital stock held by each is as follows, viz.:

Names	Residence	No. of Shares
John P. Kellogg	Battle Creek City, Mich.	22
Calvin Green	〃	20
Jotham M. Aldrich	〃	11
Albert Kellogg	〃	4
Horatio S. Lay	〃	3
John F. Byington	〃	2
Uriah Smith	〃	2
Orrin B. Jones	〃	2
Noah N. Lunt	〃	2
J. N. Loughborough	〃	2

V. The office of said corporation for the transaction of the business is located in the City of Battle Creek, in the County of Calhoun and State of Michigan, and the business of said corporation is to be carried on in the County of Calhoun.

VI. The term of the existence of said corporation shall be thirty years.

VII. The stock, property, and affairs of such corporation, shall be managed by seven Directors. There shall be a Secretary and a Treasurer of such corporation, and such other officers and agents as shall be required by the By-laws; and who shall be elected or appointed in such manner as shall be provided by said By-laws.

VIII. This corporation is organized under, and by virtue of, the provisions of an act entitled, “An Act to provide for the formation of corporations for establishing Health Institutions, approved March 13, 1867.”

In testimony whereof we have hereunto set our hands and seals this ninth day of April, in the year 1867.

John P. Kellogg, [L. S.] Calvin Green, [L. S.] Jotham M. Aldrich, [L. S.] Albert Kellogg, [L. S.] Horatio S. Lay, [L. S.] John F. Byington, [L. S.] Uriah Smith, [L. S.] Orrin B. Jones, [L. S.] Noah N. Lunt, [L. S.] John N. Loughborough, [L. S.]

State of Michigan, } ss. County of Calhoun, }

On this 9th day of April, 1867, before me, the undersigned, a Notary Public in and for said County, personally came the above named John P. Kellogg, Calvin Green, Jotham M. Aldrich, Albert Kellogg, Horatio S. Lay, John F. Byington, Uriah Smith, Orrin B. Jones, Noah N. Lunt, and John N. Loughborough, known to me to be the persons described in and who executed the foregoing articles of association, and acknowledged to me that they executed the same for the uses and purposes therein named.

LEONIDAS D. DIBBLE, Notary Public in and for said County.

The act of March 13, referred to in the foregoing Articles of Association reads as follows:

AN ACT

To Provide for the Formation of Corporations for Establishing Health Institutions.

SECTION 1. The people of the State of Michigan enact, That corporations for the purpose of establishing institutions for the treatment of disease, and imparting instructions in the principles of Hygiene, may be formed under and in compliance with the provisions of an act entitled “an act to authorize the formation of corporations for mining, smelting or manufacturing iron, copper, mineral coal, silver or other ores or minerals, and for other manufacturing purposes,” approved February 5, 1858, and every such corporation and the officers, directors and stockholders thereof shall have and possess all the rights, and be subject to all the liabilities, conditions and obligations, in and by said act and the acts amendatory thereof, provided and imposed upon corporations formed thereunder, and upon the officers, directors and stockholders thereof, so far as the same may be applicable to corporations organized by authority of this act.

SECTION 2. Any corporation formed by authority of this act, may hold and own personal property, not exceeding one hundred thousand dollars in value, and may hold sufficient real estate for the location of its buildings, and for its actual use in connection therewith; and the same and all its personal property may sell, mortgage and dispose of at pleasure. Such real and personal estate shall be subject to taxation the same as other real and personal estate.

SECTION 3. Corporations formed under this act shall be subject to all general laws of this State relating to corporations, that may be applicable thereto, and the Legislature may amend or repeal this act at any time.

SECTION 4. This act shall take immediate effect.

DWIGHT MAY, President of the Senate.

P. DEAN WARNER, Speaker of the House of Representatives.

Approved March 13, 1867.

HENRY H. CRAPO, Governor.

The provisions of the law having so far been complied with in the steps taken for the incorporation of the Health Institute, notice was given in the Battle Creek Journal, April 10, 1867, of a meeting of the stockholders, consisting of the persons hereinbefore named, to be held at the Review Office, April 25, at 3 o’clock P. M., which was held according to appointment, all those persons being present, together with J. N. Andrews, who from his position on the Gen. Conf. Committee was invited to act in the meeting.

Prayer by Bro. Andrews. J. N. Loughborough chosen chairman of the meeting, U. Smith, secretary. After reading of the law by Bro. Loughborough, under which this organization was effected, the next business being the election of Directors, the meeting proceeded to ballot for the same. The balloting resulted in the nomination of the following brethren: J. N. Loughborough, J. P. Kellogg, H. S. Lay, J. F. Byington, U. Smith, O. B. Jones and N. N. Lunt.

As the result of the nomination it was

Moved, That these brethren be declared unanimously elected. Unanimously carried by yeas and nays.

Elder J. N. Loughborough was thereupon nominated for President of this Organization and unanimously elected.

Adjourned to Thursday April 26, at 10½ o’clock A. M.

Met according to adjournment, and spent the session in consideration of a code of By-laws. Five other sessions were held in which the By-laws were fully discussed, and adopted.

At a meeting of the stockholders, April 28, it was voted, That Bro. J. N. Andrews, J. N. Loughborough, G. W. Amadon, and U. Smith be a committee to prepare a stockbook, and procure a seal for the use of the Corporation.

Voted, That U. Smith be the Secretary of the Corporation.

Voted, That these Directors and officers serve only to the general meeting of stockholders, May 17, 1867.

Adjourned, to May 17, 1867, at 9 o’clock A. M.

The foregoing steps being but preliminary to the present meeting, the By-laws were next taken up for consideration, to be approved or amended, as the meeting should determine. After a full canvass of the various points covered by the By-laws, the entire code was unanimously approved as follows:

BY LAWS.

ARTICLE I.

OBJECT OF THE INSTITUTE.

Sec. 1. The object of this Institute is to treat disease upon Hygienic principles, and give instruction in the theory and practice of the recovery and preservation of health.

Sec. 2. The treatment and instruction of the Patients shall be for such compensation as the board of Directors shall deem just and proper.

Sec. 3. This Institute is authorized to issue such publications as are adapted to advance the cause of health reform.

ARTICLE II.

MANAGEMENT OF THE INSTITUTE.

Sec. 1. This Institute shall be managed by a board of seven Directors, who shall be chosen by a vote of those holding a majority of the stock, and shall hold their office one year, or until their successors shall be elected.

Sec. 2. They shall choose one of their number President; and shall elect all the Officers, Physicians, and Agents of the Institute, and all such Officers, Physicians, and Agents, shall be amenable to the Directors.

Sec. 3. No person drawing any salary from the Institute shall be eligible to the office of Director.

Sec. 4. The Directors for the time being shall have power to fill any vacancy which may happen in their board, by death, resignation or otherwise, for the remainder of the current year.

Sec. 5. The Physicians of this Institute shall refer all important matters, not pertaining strictly to the treatment of disease, to the board of Directors, whose decisions shall govern them in the performance of their duties.

Sec. 6. The Directors of this Institute shall have power to purchase and hold real estate, and convey the same, and to erect, alter, or improve such buildings as may be necessary for the business of the Institute.

ARTICLE III.

DUTIES, POWERS, AND PRIVILEGES OF THE PHYSICIANS.

Sec. 1. The Physicians shall have the entire control of the Sanitary department of the Institute, and shall prescribe such treatment, food, dress, exercise, rest, amusements, and other hygienic agencies as to them shall seem most conducive to the recovery and preservation of health.

Sec. 2. It shall be the duty of the board of Physicians, to act in harmony with the views of the managing Physician of the Institute.

Sec. 3. All persons employed in the treatment of the patients are placed under the control of the Physicians, and shall be amenable to them alone.

ARTICLE IV.

OFFICERS OF THE INSTITUTE.

Sec. 1. The Officers of this Institute shall be a President, a Treasurer, a Secretary, an Auditor, a Superintendent, and a Matron.

Sec. 2. It shall be the duty of the Treasurer to take charge of all the monies of the Institute, and to keep an accurate account of the receipts and disbursements of the same, and report quarterly to the board of directors, and annually to the meeting of the Stockholders.

Sec. 3. The Secretary shall keep a faithful record of the meetings of the Stockholders and directors. And he shall prepare a report to the Secretary of State as required by Sec. 5 of the Revised Statutes of 1867.

Sec. 4. The Treasurer shall give such bonds for his fidelity in office as the board of Directors shall require.

Sec. 5. It shall be the duty of the Auditor to carefully

examine all accounts and the standing of the Institute, and report the same to the stockholders at their annual meetings, and whenever required by the Directors.

Sec. 6. It shall also be the duty of the Secretary to furnish a stockbook, in which shall be kept a record of all shares taken, the names and residences of the shareholders, and the number of shares held by each.

Sec. 7. It shall be the duty of the Superintendent to take charge of the grounds, and to keep them in order; to keep off idlers, whether children or adults, to see that things are kept in their places, to preserve quiet, to give information to strangers, to transact business assigned him by the Directors, and have a general care of all out door matters. Those performing out door labors of the Institute of whatever kind are placed under his supervision.

Sec. 8. It shall be the duty of the Matron to attend to the housekeeping department, and to the reception of strangers. That she may thus act the part of Landlady to the Institute, it is hereby provided that all persons, discharging household duties in the Institute, are placed under her supervision and control.

Sec. 9. The Superintendent and Matron shall consult the wishes of the managing Physician, in the duties of their respective departments, but all differences of opinion between them shall be referred to the board of Directors.

Sec. 10. No person shall be placed in the office of Superintendent or Matron against whom the managing Physician shall present valid objections.

ARTICLE V.

COMPENSATION.

Sec. 1. The Officers, Physicians, and Agents of the Institute shall receive such compensation as the board of Directors shall determine.

ARTICLE VI.

MEMBERSHIP.

Sec. 1. Any person keeping the commandments of God and the faith of Jesus Christ may become a shareholder in this Institute on the payment of twenty-five dollars into its treasury, and such persons may hold as many shares as they shall thus purchase, and for each and every share held by them, they shall be entitled to one vote in all the business meetings of the stockholders.

Sec. 2. Whenever an individual, whose character accords with section first of this article, shall pay money for shares into the treasury of this Institute, it shall be the duty of the Secretary to return them a certificate of membership signed by the President and Secretary, which certificate shall acknowledge the receipt of the money, and shall state the number of shares for which it pays, and the number of votes to which the said individual is entitled in the business meetings of the stockholders.

ARTICLE VII.

CALLING OF MEETINGS.

Sec. 1. A meeting of the Directors may be called at any time by a written notice signed by the President, or by two of the Directors and actually served upon such Directors as are accessible, provided always that a majority of the board are notified.

Sec. 2. It shall be the duty of the President or any two of the board to call a meeting of the Directors when requested to do so by the Physicians.

Sec. 3. All meetings of the stockholders of this Institute shall be called by a notice signed by a majority of the board of Directors, which shall be published, at least twenty days previous to the time of the meeting, in the Advent Review or Health Reformer or in both, and the said notice shall set forth the time, place, and objects of the meeting.

Sec. 4. There shall be a yearly meeting of the Stockholders at such time and place, as shall be designated in the call by the Directors, and this shall be held at least three weeks previous to the expiration of the term of office of the Directors, at which meeting the annual election of Directors shall take place.

Sec. 5. A special meeting of the Stockholders may be called at any time by a majority of the board of Directors.

ARTICLE VIII.

CALLING THE ROLL.

Sec. 1. At the opening of the first session of each annual or special meeting of the Stockholders of this Institute, it shall be the duty of the Secretary to ascertain the number of voters present, which shall be done by calling the roll of the Stockholders, each Stockholder present responding to his or her name. The inquiry shall then be raised, Who are to vote in these meetings by proxy? There shall then be an examination made by the President and Secretary of the proxy which individuals may have, by which they are empowered to vote for others, and if they are rightly empowered, the Stockholder bearing the proxy shall be entitled, in addition to his own votes, to the number of votes of the Stockholders for whom he is proxy.

Sec. 2. The Secretary shall then make a list of the Stockholders present, the number of votes to which each Stockholder is entitled, and also how many votes they may cast as proxy.

ARTICLE IX.

QUORUM.

Sec. 1. A majority of the Directors convened according to Art. VII, Sec. 1, shall constitute a Quorum for the transaction of business.

Sec. 2. Those holding a majority of the stock, either in person or by proxy, at any meeting of the Stockholders, shall be capable of transacting the business of the meeting.

ARTICLE X.

CONDUCTING MEETINGS.

Sec. 1. All meetings shall be opened by prayer.

Sec. 2. The first business of an annual meeting shall be to hear the Auditor’s report.

Sec. 3. The general business of the meeting shall then be introduced by the Secretary, either by reading the previously-published notice of the meeting, or a written statement of the business to come before the meeting.

Sec. 4. After the introduction of business by the Secretary, it shall be called up item by item for discussion and action, by a written resolution or motion signed by one of the Stockholders present.

Sec. 5. After the disposition of the business introduced by the Secretary, written motions or resolutions designed to bring other business before the meeting may be introduced by any member.

Sec. 6. All motions and resolutions except for adjournment, shall be submitted in writing, and subscribed by the person offering the same.

ARTICLE XI.

VOTING IN STOCKHOLDERS’ MEETINGS.

Sec. 1. All nominations for Directors shall be done by ballots on which each member shall write the names of his candidates. The Stockholders who receive the highest number of votes shall be considered thereby nominated.

Sec. 2. All other voting shall be done in such manner as the President shall decide.

Sec. 3. All voting done by ballot shall have the name of the voter and the number of votes which that person is entitled to cast written on the back of the ballot.

Sec. 4. Stockholders of this Institute who cannot attend the annual or special meetings of the same, may empower others who shall attend said meetings, to vote in their stead.

Sec. 5. To vote by proxy it shall be necessary to sign a writing as follows:

CERTIFICATE OF PROXY.

I——of the town of——in the State of——owning——share in the Health Reform Institute, of Battle Creek, Mich., being desirous of voting in the meetings of the Institute, hereby empower——of the town of——in the State of——to cast my vote on any question that may come before any meeting of the stockholders which I am not able to attend, until this proxy shall be revoked by some document issued to another person.

Witness my hand and seal this——day of——in the year of our Lord 186.

Signed,—— Dated——186.

Sec. 6. When such writing shall have been certified by the elder or clerk of the Seventh-day Adventist church to which such person belongs, or in case the person desiring to vote by proxy is not a member of any regularly-organized church then an acknowledgment of the aforesaid writing, before any Seventh-day Adventist minister in good standing with the body, or before any justice of the peace, shall be sufficient to qualify the Stockholder to whom said writing is sent or given to vote as proxy.

ARTICLE XII.

FUNDS.

Sec. 1. The stock shall be invested in the real estate and necessary fixtures of the Institute, and shall never be used for any other purpose.

Sec. 2. No stock can be withdrawn from the capital of the Institute, but can be sold and transferred to others by sending in the original certificate of stock, and having it cancelled and a new certificate issued to the party to whom the sale is made.

Sec. 3. The Directors at each annual meeting shall declare a dividend to the Stockholders, of the profits accruing from the business of the Institute.

Sec. 4. The Directors may receive funds by donation, legacy or otherwise, to constitute a charitable fund to be used at their discretion for the benefit of worthy invalids at the Institute.

Sec. 5. The Stockholders who are willing so to do, may transfer their dividend to the charitable fund.

ARTICLE XIII.

SEAL.

Sec. 1. The Seal of the Institute shall be 1⅞ inches in diameter, and shall consist of two circles, between which shall be the words “Health Reform Institute.” In the upper half of the inner circle shall be the words “Incorporated April 9, 1867.” In the lower half the words “Battle Creek, Michigan,” and in the center a small fountain. Of which behold a fac simile.

ARTICLE XIV.

AMENDMENTS.

Sec. 1. These by-laws may be amended, repealed, or added to at any meeting of the Stockholders, by a vote of three-fourths of the stock represented in said meeting.

The auditor’s report was then presented to the meeting showing the following result.

AUDITOR’S STATEMENT.

In regard to the workings and financial condition of the Health Institute at Battle Creek, Mich., from September 5th, 1866, to May 1st, 1867.

Amount paid out on Stock—including real estate, furniture and fixtures and fitting up buildings ready for occupancy and use for a Health Institute. $24800.60

Amount paid out for materials for new building, $4178.15

Amount pledged up to May 1st, 1867, $26100.00 Amount paid on pledges, $18264.87 “ unpaid “ $7835.25 $26100.00

EXPENSE ACCOUNT.

Received Cash from Patients, Boarders, and outside practice, $8622.86 Paid out for Physicians’ and Helpers’ wages, Provisions, Wood, &c. $8421.05 $201.81

Amount due from Patients and Boarders, 961.19 Provisions on hand, 890.33 Profits, $2053.33

Cost of furniture in use to date, $4000.00 Allowance of 15 per cent. per annum for use and wear, 400.00 Net profits for eight months, $1653.33

This will furnish a dividend on the amount paid in at the rate of ten per cent. per annum.

E. S. WALKER, Auditor.

The next business being the election of Directors, the stockholders proceeded to ballot for the same. Whole number of shares represented 196. The names of twenty brethren appeared upon the ballots. The seven highest on the list, and who were thereby nominated, stood as follows: J. N. Loughborough 162. J. N. Andrews 161. U. Smith 139. J. P. Kellogg 137. J. M. Aldrich 125. E. S. Walker 101. N. N. Lunt 97.

On motion, these brethren were declared elected.

The following resolutions were then presented and unanimously passed:

Resolved, That it is our judgment that the wants of our people demand a work on the structure, functions, and care of the Human System, and that we request the Directors of the Health Reform Institute to issue such a book.

Resolved, That we recommend to the Directors of the Health Institute that a form of bequest to the charitable fund of the Institute be prepared for occasional insertion in the Health Reformer.

Resolved, That we confide in the discretion and prudence of Dr. Lay to regulate the amusements of the Institute, so that they shall be kept within the bounds of Christian propriety.

Resolved, That we protest against persons who are in health making the amusements of the Institute an excuse for throwing off restraint on this subject, and plunging into the vain and frivolous amusements of the world.

Adjourned sine die.

J. N. Loughborough, President.

U. SMITH, Secretary.