of tfje Boarli of jToretgn Mis¬ sions of tfje ijjterfan C|)urc|) m t|)e m, 91. Revised and Adopted by the Board toil 156 Fifth Avenue, New York City BY-LAWS OF THE Board of Foreign Missions OF THE Presbyterian Church in the U. S. A. Adopted by the Board June 6th, 1904 Revised to May, 1911 1911 CHARTER. Charter granted by the State of New York, April 12th, 1862. (Laws of 1862, Chap. 187.) Aif Act to Incorporate the Board of Foreign Missions of THE Presbyterian Church in the United States of America. Passed April 12th, 1862, Chapter 187. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Section 1.—Walter Lowrie, Gardner Spring, William W. Phillips, George Potts, William Barnard, John D. Wells, Nathan L. Rice, Robert L. Stuart, Lebbeus B. Ward, Robert Carter, John C. Lowrie, citizens of the State of New York, and such others as they may associate with themselves, are hereby con¬ stituted a body corporate and politic forever, by the name of The Board of Foreign Missions of the Presbyterian Church IN THE United States of America, for the purpose of estab¬ lishing and conducting Christian Missions among the unevangel¬ ized or Pagan nations, and the general diffusion of Christianity; and by that name they and their successors and associates shall be capable of taking by purchase, grant, devise or otherwise, holding, conveying or otherwise disposing of any real or personal estate for the purposes of the said corporation, but which estate within this State shall not at any time exceed the annual income of twenty thousand dollars. Section 2.—The said corporation shall possess the general powers, rights and privileges, and be subject to liabilities and provisions contained in the eighteenth chapter of the first part of the Revised Statutes, so far as the same is applicable, and also subject to the provisions of chapter three hundred and sixty of the laws of eighteen hundred and sixty. Section 3.—This act shall take effect immediately. Laws of 1894, Chapter 326. An Act to Amend Chapter One Hundred and Eighty-seven OF THE Laws of Eighteen Hundred and Sixty-two, En¬ titled, “An Act to Incorporate the Board of Foreign Missions of the Presbyterian Church in the United States of America,^^ and to Regulate the Number of Trustees. Became a Law, April 19, 1894, with the approval of the Governor; passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly', do enact as follows: Section 1.—Section three of chapter one hundred and eighty- seven of the laws of eighteen hundred and sixty-two, entitled. “An Act to incorporate the Board of Foreign Missions of the Presbyterian Church of the United States of America,” is hereby amended to read as follows: Section 2.—“ The management and disposition of the “ aifairs and property of the said Board of Foreign Missions “ of the Presbyterian Church in the United States of Amer- “ ica shall be vested in twenty-one Trustees, who shall be ap- “ pointed from time to time by the General Assembly of the “ Presbyterian Church in the United States of America for “ such terms as the Assembly may determine. But the number “ of such Trustees may be increased or decreased at any time “ by the said General Assembly, and in case of an increase “ the additional Trustees shall be appointed by such General “ Assembly of the Presbyterian Church in the United States “of America; provided, however, that the members of the “ Board, as at present constituted, shall continue to hold office “ until their successors have been appointed by the General “ Assembly. Not less than eleven members of the Board shall “ constitute a quorum for the purpose of electing officers, “ making by-laws, or for holding any special meeting; but for “ all other purposes, and at stated meetings, five shall be a “ quorum.” Section 3.—This Act shall take effect immediately. Laws of 1900, Chapter 136. An Act to Amend Chapter One Hundred and Eighty-seven OF THE Laws of Eighteen Hundred and Sixty-two, En¬ titled, “An Act to Incorporate the Board of Foreign Missions of the Presbyterian Church in the United States of America,” As Amended by Chapter Three Hun¬ dred AND Twenty-six of the Laws of Eighteen Hundred AND Ninety-four. Became a Law March 15th, 1900, with the approval of the Gov¬ ernor; passed, a majority being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Section 1.—Section three of chapter one hundred and eighty- seven of the laws of eighteen hundred and sixty-two, entitled, “An Act to incorporate the Board of Foreign Missions of the Presbyterian Church in the United States of America,” as amended by chapter three hundred and twenty-six of the laws of eighteen hundred and ninety-four, is further amended so as to read as follows: Section 2. —“The management and disposition of the “ affairs and property of the said Board of Foreign Missions “ of the Presbyterian Church in the United States of America “ shall be vested in twenty-one Trustees, who shall be appointed “ from time to time by the General Assembly of the Presbyterian “ Church in the United States of America for such terms as “ the Assembly may determine. But the number of such “ Trustees may be increased or decreased at any time by the “ said General Assembly, and in case of an increase the ad- “ ditional Trustees shall be appointed by such General Assembly “of the Presbyterian Church in the United States of America; “ provided, however, that the members of the Board, as at “ present constituted, shall continue to hold office until their “ successors have been appointed by the General Assembly. “ Not less than eleven members of the Board shall constitute “ a quorum for the purpose of electing officers, making by-laws, “ or for holding any special meetings, but for all other purposes, “ and at stated meetings, five shall be a quorum. All the busi- “ ness of the said corporation shall be conducted by the Board “ under and subject to the direction of the said General As- “ sembly, so far as such direction shall be in accordance with “ the laws of the State of New York and of the United States “ of America.” Section 3.—This Act shall take effect immediately. “The General Corporation Law” of New York, as amended in 1909; Section 12.—“If any general or special law heretofore “passed, or any certificate of incorporation, shall limit the “ amount of property a corporation other than a stock corpora- “ tion may take or hold, such corporation may take and hold “ property of the value of six million dollars or less, or the yearly “ income derived from which shall be six hundred thousand dol- “ lars or less, notwithstanding any such limitations. In computing “ the value of such property, no increase in value arising other- “ wise than from improvements made thereon shall be taken “ into account.” BY-LAWS. ARTICLE I. The stated meetings of the Board shall be held on the first and third INTondays of each month, and, in accordance with the Charter, “not less than eleven members of the Board shall con¬ stitute a quorum for the purpose of electing officers, making by-laws, or for holding any special meeting; but for all other purposes, and at stated meetings, five shall be a quorum.” When the first or third Monday of any month is a legal holiday, or is the day of meeting of the New York Presbytery, the meeting of the Board shall be on the following Tuesday. ARTICLE II. No person shall be nominated to the General Assembly for election to membership in the Board until his name shall have been before the Board for consideration for at least two weeks. Members of the Board shall be informed by special notice what names are proposed and when the vote is to be taken. ARTICLE III. The annual meeting shall be the first stated meeting in June of each year, when the Board shall elect, by ballot, if demanded by any member, a President, Vice-President, Secretaries and Treasurer, and shall appoint the Standing Committees for the year. ARTICLE IV. The President, or, in his absence, the Vice-President, shall preside at the meetings of the Board; or, in the absence of both, a President pro tern, may be chosen. Special meetings may be called by the President, or, in his absence, by the Vice-President, upon the written request of two members of the Board, or by the Executive Council, as occasion shall require. ARTICLE V. The Secretaries shall conduct the administrative correspond¬ ence with the missions and with the auxiliaries of the Board; propose appropriations, present the claims of Foreign Missions before the judicatories of the Church, as occasion shall require, and otherwise as may be possible; develop the interest and beneficence of the Church; select candidates for appointment as missionaries; visit missions as the Board may direct; keep a record of the proceedings of the Board; file and preserve all important papers, except such as belong to the Treasurer’s de¬ partment; issue notices to members of all meetings of the Board; take charge of the library, and do whatever else may properly belond to the office of Secretary. The Secretaries shall distribute among themselves the work properly belonging to the Secretarial department, such arrange¬ ment as they may make to be subject to the revision of the Board. ARTICLE VI. The Treasurer shall receive all moneys belonging to the Board, and receipt therefor, and deposit or disburse them in such manner as the Board (or in case of need the Finance Committee) shall direct; shall conduct such correspondence as properly belongs to the Treasurer’s department; shall report to the Board the state of the finances at the first stated meeting of each month, or oftener if required, and shall have custody of the corporate seal. He shall give bonds in such sum as the Board may determine. The Chairman of the Finance Committee shall be the custodian of the said bond, and upon the retirement of the Treasurer from office shall cause an immediate auditing of his accounts by the Auditors of the Board, and, if found correct, he shall surrender said bond to the retiring Treasurer or his legal representative. The Treasurer shall act as the Secretary of the Finance Com¬ mittee, and shall keep full minutes of the proceedings of the Committee. Under the supervision of the Finance Committee he shall have the custody of the securities and property belonging to the Board. ARTICLE VII. The Secretaries and Treasurer shall constitute what shall be known as the Executive Council, and shall hold one or more con¬ ferences before each stated meeting of the Board to prepare the docket. The Council shall be expected to formulate and submit an opinion on the items of business to be presented to the Board. In case of diflPerence of opinion on any matter submitted, the Board, at its discretion, may refer it to a committee, or again to the Council. The Secretaries shall hold one or more meetings before each regular meeting of the Board, at which they may act upon matters properly belonging to their spheres only, which matters shall come before the Board on their recommendation. The Treasurer may, if necessary, call a meeting of the Finance Com¬ mittee before each Board meeting for the consideration of ques- ‘tions belonging to the sphere of the Committee, and the conclusions reached shall be brought to the Board either by the Treasurer or in the report of the Committee, as they shall prefer. There shall be also one or more meetings of the full Council before each Board meeting, which shall consider and report upon such questions as are both financial and general, and it shall be com¬ petent for the Secretaries on the one hand, and the Treasurer on the other, to determine what questions arising in their respective spheres shall come before full Council. It shall be competent for the Finance Committee, with the Treasurer, to agree upon matters of minor importance by correspondence if desired, or they may leave certain measures of responsibility to the Treasurer alone in questions which may come clearly under the By-Laws, the provisions of the Manual, or the general ap¬ propriations for the year’s expenses. ARTICLE VIII. In addition to the Secretaries and Treasurer whose duties have been suggested and who shall constitute the Executive Council, the Board may from time to time, and for such period as it may deem wise, engage other agents for special work, either tempo¬ rary or permanent in its character. The duties and responsibilities of such agents shall be such as the Board may specially define. ARTICLE IX. The Finance Committee shall consist of five members. At the close of each fiscal year, in conjunction with the Executive Council, the Committee shall estimate the probable receipts of the ensuing fiscal year; and, after a careful examination of the estimates received from these several missions, shall recommend to the Board, for its action, the appropriations for the year. They shall have supervision of the Treasurer and the Treasury Department. They shall have oversight of the receipts of the Board and of the expenditures of the Board’s appropriations, and of matters relating to estates, property and legal questions; their actions and recommendations shall be presented in a written report to the Board at the ensuing meeting. In cases of emergency falling within their province, and calling for action before the next meeting of the Board, the Committee is authorized to act in the name and in behalf of the Board, such actions to relate chiefly to the acceptance of service by the Treasurer of legal processes, the waiving of citations, and the receipt, releases and granting of refunding bonds in the settlement of estates. The Committee shall recommend to the Board, from time to time, a firm of Chartered Public Accountants of recognized ability and reputation, who shall audit thoroughly the accounts of the Treasurer, and whose report shall comprise a part of the Board’s financial report to the General Assembly. The Finance Committee shall have supervision of the Treasurer in the custody of the securities and property belonging to the Board. ARTICLE X. The Home Department Committee shall consist of five mem¬ bers, and shall have charge of the work of developing the interest and benficence of the Home Church. It shall have a regular monthly meeting, and shall have general supervision under the Board of the work of missionary education and organization in the Home Church. When one of the Secretaries of the Board is assigned distinctively to the Home Department work, he shall act as Secretary of the Home Department Committee. ARTICLE XI. The House Committee shall consist of three members of the Board and the Treasurer. They shall have charge of that portion of the Mission House occupied by this Board, with discretionary powers in matters of furniture and repairs, any actions taken to be reported to the Board; and jointly with the Home Board, or a committee thereof, shall have charge of such portion of the building as is not occupied by either of the said Boards, with authority to rent upon such terms and for such purposes as the Board shall approve. ARTICLE XH. The Committee on Clerical Force shall consist of three mem¬ bers, and engagements of necessary clerical assistance shall be, with their advice, duly reported to the Board. ARTICLE XHI. The committees on the Several Mission Fields shall ordinarily consist of four members each. They shall take cognizance of such matters as may be referred to them by the Board, and such as may be brought before them by the Council or the Secretary in charge. They may also, on their own motion, bring to the attention of the Executive Council of the Board any matters connected with their respective fields, which, in their judgment, require consideration. On all matters referred to them by the Board these committees shall report directly to the Board. When questions are brought before them by the Council, or by the Secretary in charge, they shall make report to the Board only after the conclusions of the Committee shall be first submitted to the Council. ARTICLE XIV. The President of the Board as Chairman {ex-oj^cio) and the Chairmen of the Mission Fields Committees, shall constitute the Committee on Policy and Methods, to which may be referred questions of general missionary policy. The Secretary who acts as Recording Secretary of the Board shall act as Secretary of this Committee. ARTICLE XV. The order of business shall be as follows: 1st. Prayer. 2d, Reading of Minutes. 3d. Unfinished Business. 4th. General List of Recommendations. 5th. Report and Docket of Treasurer. 6th. First Secretarial Docket. 7th. Report of Finance Committee. 8th. Dockets of other Secretaries. 9th. New Business. 10th. Report of House Committee. 11th. Report of Committee on Clerical Force. 12th. Report of Special Committees. ARTICLE XVI. In laying their business before the Board, the Secretaries shall present their dockets in rotation, with the understanding that after the first Secretarial docket at each meeting, the Finance Committee shall present its report. Where the question at issue involves no new principle or new interpretation of some old principle, the Council is instructed to place its recommendations on the General List of Recommenda¬ tions. Where some large appropriation is involved, it may be expedient to place the item on the Secretarial docket, the Council to exercise its judgment in the matter. ARTICLE XVII. These By-Laws shall not be amended except by a vote of two- thirds of the members present, notice having been given at a previous meeting. TII i; WIl-LIAM DARLING PRESS NEW YORK Form 1593