National Board of The Young Women’s Christian Associations of the United States of America 541 Lexington Avenue, New York City. Incorporated June 6, 1907. AN ACT To Incorporate The National Board of The Young Women’s Christian Associations of the United States of America. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. Elizabeth S. Allen, Mary Dabney Baker, Mary M. Billings, Eliza- beth D. Boies, Louisa K. Boulton, Marie H. Broadwell, Elizabeth M. M. Campbell, Vera Scott Cushman, Maude Daeniker, Charter Grace H. 'Dodge, Mary A. Dorman, Martha A. Dur- kee, Effie K. Gladding, Helen M. Gould, Emily W. Green, Emily P. Jenkinson, Harriet Judson, Elizabeth G. Messer, Leila W. Mott, Elizabeth R. McConaughy, Janet McCook, Katharine S. J. Rew, Annie M. Reynolds, Anna L. Richardson, Helen H. Rossiter, Mary S. Slocum, Alice M. Smith, Emma B. Speer, Minerva Ella Vincent and Margaret A. Wilson, and their associates and successors are hereby created and constituted a body corporate and politic by the name of the National Board of The Young Women’s Christian Associations of the United States of America; and by that name shall have perpetual succession. I Section 2 . The purpose of the said Corporation shall be to advance the physi- cal, social, intellectual, moral and spiritual interest of Charter young women in accordance with the aims and methods of the Young Women’s Christian Associa- tions, and to establish, unite and develop Young Women’s Christian Associations. Section 3. The affairs of said Corporation shall be managed by a board of not less than thirty women, each of whom shall be a member of a Protestant Evangelical Church to be known as the National Board, to be elected by the convention of The Young Women’s Christian Associations of the United States of America, except that the individuals named in the first section of this act, having been elected by such a convention, shall constitute the first Board; the members of said first Board shall serve respectively for the periods which they shall designate by lot and until their successors are elected; at the next biennial convention of The Young Women’s Christian Associations of the United States of America, after this act takes effect, mem- bers of the National Board shall be elected by said convention to fill the va- cancies caused by the expiration of the terms of office of said members; and thereafter, one-third of said members shall go out of office and one-third be elected for a term of six years at each biennial convention of said Young Women’s Christian Associations of the United States of America; if any vacancies occur during the interim of said conventions, the vacancies shall be filled by a majority vote of the remaining members of said Board. The number of women who shall constitute said Board may be increased by said convention, but by not more than ten at any one convention. No mem- ber of said Board shall receive any pecuniary compensation for her services. Section 4. Said Corporation shall possess the general powers, rights and privi- leges and be subject to the general restrictions and liabilities prescribed in and by the general corporation law of the state of New York, known as chapter five hundred and sixty-three of the laws of eighteen hundred and ninety, and the amendments thereto, so far as the same are applicable. Section 5. The principal office of said Corporation, its books, records and papers, shall be kept in the city of New York. 2 Section 6. The said Corporation shall be in law capable of taking, receiving and holding absolutely and in trust for its general uses and purposes, and for any particular department of its work, and for any particular Young Women’s Christian Association, by gift, devise, bequest, grant or purchase, real and personal property, and with the consent of the Board of Trustees herein provided for, of letting, leasing and conveying the same, and shall also have the power, with the like consent, to issue bonds, and shall secure the same by mortgages upon its real estate and its Charter improvements; the consent of the said trustees to be evidenced by affixing their seal to the instruments of conveyances and bonds and mortgages, and causing the same to be signed by their president and treasurer, in pursuance of a resolution of their Board to that effect. The real estate of this Corporation shall not be liable for any debt or obligation of the Corporation, unless the same shall have been contracted with approval of the said Board of Trustees. All devises and bequests, however, to this Corporation shall be subject to the provision of chapter three hundred and sixty of the laws of eignteen hundred and sixty, entitled “An act relating to wills,’’ and the amend- ments thereto. Section 7. The said Corporation shall have the power to make and adopt by-laws and regulations not inconsistent with this act or with the laws of this State, for the government of its business, the management of its affairs, the choice, powers and duties of its officers and agents, and from time to time to repeal or alter such by-laws, rules and regulations. Section 8. All the real property which shall be given to or acquired by this Corporation, and all gifts and bequests, and all moneys to be held in trust by it, shall be held and managed by a board of trustees, not less than nine in number, at least five of whom shall be men. The first Board of Trustees shall be appointed by the National Board as soon after this act takes effect as convenient, and thereafter vacancies in said Board shall be filled by a vote of the said trustees upon nomination by the National Board. The first trustees shall be appointed in classes of three each, for terms of two, four and six years. After the first two years election shall be for six years. The income, which said Board of Trustees shall receive from the property 3 Charter under its management, and the said property shall be devoted to the purposes of this Corporation and for no other purpose. None of said trustees shall receive any pecuniary compensation for his or her services as such trustee. Section 9. This act shall take effect immediately, fjune 6th, 1907, chapter 422 of the laws of 1907.) BY LAWS Section 1. By-Laws ARTICLE I. Officers of the National Board. The officers of the Board shall be a president, two vice- presidents, a recording secretary and a treasurer. Section 2. They shall be elected annually by ballot by a majority vote of the members present at the annual meeting of the Board and shall serve until their successors have been chosen. Section 3. The Executive Committee shall be composed of the officers of the the Board, and the chairmen of the Home and Foreign Departments. Section 4. The President of the Board shall preside at meetings of the Board; shall appoint the chairmen of all standing committees, and, in consultation with the chairmen, the other members of the committees; shall be ex-officio a member of all standing and special committees; shall prepare and submit to the Board for its consideration the report of the Board to the biennial convention; and shall perform all other duties which usually pertain to such office. Section 5. Vice-presidents. There shall be a first vice-president and a second vice-president who shall perform the duties of the President in case she is absent or unable to act. 4 Section 6. Treasurer. The Treasurer shall receive all moneys paid to the Board, and shall deposit the same in the name of the Board in a bank or trust company designated by a vote of the Board. Bills shall be paid by the Treasurer according to the budget when signed by the Execu- tive Secretary or by the Chairman of the Finance Committee of the de- partment which incurred the expense. The budget accounts of the Home and Foreign Departments shall be kept distinct. The By=Laws lial ilities of either the Home or the Foreign Depart- ment shall not be a liability of the other department. She shall keep an account of all receipts and expenditures, and shall submit the same, together with all vouchers, etc.; to the auditor at the close of each fiscal year, for examination and audit. She shall submit to the regular meetings of the Board a statement of the conditions of the finances of bot!i departments of the Board. She shall be ex-officio a member of the Finance Committee of both Home and Foreign Departments. Section 7. Recording Secretary. The Recording Secretary shall keep min- utes of the meetings of the Board; shall transcribe the same in minute- book; shall send copies to all members of the Board and shall file copies with the Home and Foreign Departments. Section 8 Employed Officers: I. There shall be such salaried secretaries, agents and clerical work- ers as the Board may from time to time decide upon. They shall receive such compensation for their services as shall be fixed by a vote of the Board on recommendation of the respective sub-committees, and shall re- tain their positions at the pleasure of the Board. 2 The chief executive officers of the Board shall be the two execu- tive secretaries of the Home and Foreign Departments respectively. They shall have general secretarial oversight of the work of their respective departments. The}’ shall attend the meetings of the Board and also of the various committees in their departments. It shall be their duty to see that all the instructions, recommendations, and directions of the Board and of the standing committees are carried out. They shall have special supervision of the force employed in their respective departments at the general office. They shall be subject to the supervision of the Executive Committee. 5 3 Every salaried secretary or agent shall be placed under the direc- tion of some one of the standing committees. Incases where the interests of two or more departments are involved: e. g., a By Laws general conference, the standing committee of such departments shall agree upon the policy to be carried out by the secretary. 4 A vacation of not less than one month shall be allowed to each executive, office and traveling secretary during the year. ARTICLE II Meetings of the National Board. Section 1. Regular meetings of the National Board shall be held on the first Wednesday of October, December, February, April and June. The Decem- ber meeting shall be known as the Annual Meeting of the Board. Section 2. Special meetings may be called by the President or at the written request of five members of the Board. Only such business shall be trans- acted in special meetings as shall be indicated in the notice sent to the members. Section 3. Quorum. Nine members shall constitute a quorum for the trans- action of business. Section 4. Order of Business. All meetings shall be opened with devotional exercises, and the order of business shall be reading of minutes; treasurer’s report; report of committees of Home Department; report of committees of Foreign Department; reports of executive secretaries; unfinished busi- ness; miscellaneous business. Section 5. Notice of all meetings shall be sent to the members of the Board at least one week prior to the date of meeting. Section 6. A special conference of the members of the National Board and all its secretaries shall be held once each year, lasting from one to three days, at which the work of each department for the preceding year shall be reviewed and plans outlined for the coming year. 6 Section 7. Minutes of each regular and special meeting shall be preserved, and copies sent to all members of the Board. By-Laws ARTICLE III Committees of the National Board. Section 1. The president of the Board, soon after her election, shall appoint the chairmen of the following standing committees, and in consultation with the chairmen the other members of the committees. They shall serve during her term of office: 1 In the Home Department: (a) City Committee, (b) Student Committee, (c) Finance Committee, (d) Publication Committee, (e) Committee on Selection and Training of Secretaries. 2 In the Foreign Department: a. Committee on Finance and Development of Missionary Interest. b. Committee on Supervision of Work on the Foreign Field. Section 2. Each standing committee shall hold meetings monthly as may be necessary, except during the summer recess, or at the call of its chairman. Section 3. Each standing committee shall keep a minute book of its pro- ceedings and an outline of such minutes shall be read as its report at the regular meeting of the Board. Section 4. The chairman of each standing committee shall be the representa- tive of said committee in directing its work and the secretaries under its charge. She shall present in writing at the annual meeting of the Board a report of the work done by her committee. Section 5. The general duties of the various standing committees are as follows: I. In the Home Department: 7 a. The City Committee shall co-operate with state or territorial committees in the organizing, developing and extending the influence of the associations in the cities of the United States. It By-Laws shall constitute also a bureau of information regarding city work. b. The Student Committee shall seek to develop efficient student departments of state and territorial committees, and shall cooperate with these committees in organizing, developing and extending the influence of associations in universities, colleges and schools. It shall also coop- erate with the Student Volunteer Movement, and the World’s Student Christian Federation. c. The Finance Committee shall devise and carry into execu- tion plans for the securing of the money necessary for the prosecution of the work of the Home Department of the National Board. Its plans shall be made and carried out in consultation with the Finance Committee of the Foreign Department. It shall submit at the December meeting of the Board each year a carefully prepared budget containing an itemized state- ment of the receipts and expenditures of the fiscal year just closing, and a similar statement of the probable income and expenses for the coming year. This budget in detail shall be prepared by the Finance Committee in consultation with the chairman of the standing committees of the department and presented to the Executive Committee for approval before presentation to the National Board. After the budget has been adopted no expense shall be made in excess of any item of the budget without previous authority given at a meeting of the Board. d. The Publication Committee shall have general supervision and direction of the national organ. All proposed publications shall be submitted to this committee. e. The Committee on Secetarial Supply and Training shall have charge of the plans of the Board for the discovery, enlisting, training and locating of secretaries. 2 In the Foreign Department. a. The Committee on Finance and Development of Missionary Interest shall devise and carry into execution plans for the securing of money necessary for the prosecution of the work of the Foreign Department of the National Board. Its plans shall be made and carried out in consul- tation with the Finance Committee of the Home Department. It shall sub- mit at the December meeting of the Board each year a carefully prepared 8 budget, containing an itemized statement of the receipts and expenditures of the fiscal year just closing, and a similar statement of the probable in- come and expenses of the coming year. This budget in detail shall be prepared by the Finance Committee in consultation By-Laws with the chairmen of standing committees of the department, and presented to the Executive Committee for approval before presentation to the National Board. After the budget has been adopted it shall be the guide in the approval of all bills. The Committee shall seek to cultivate the missionary interest in the home associations. b. The Committee on Supervision of Work on the Foreign Field shall select, instruct, and supervise such secretaries as are appointed by the National Board to work on the foreign field, and in cooperation with the National Committee on the foreign field shall have general supervision of the extension and development of association work in the lands to which these secretaries are sent. Section 6. Special committees shall be appointed by the President from time to time as the exigencies of the work may require and the Board may authorize. Section 7. Matters of general policy and those involving relationships of com- mittees shall be acted upon by the Board as a whole, and not by any one department or committee. ARTICLE IV. Amendments. Section 1. These by-laws may be amended at any regular meeting of the Board, provided the notice of amendment shall have been given at the previous regular meeting and provided further that said amendment receives an afl&rmative vote of three-fourths of the members present. Section 2. Any section of these by-laws may be suspended for a single meet- ing by unanimous consent of the members present at such meeting. 9 FUNCTIONS Pending the action of the Convention the following functions are defined. Section 1. The Board is authorized to represent the Young Women’s Chris- Functions tian Associations of the United States of America, and to act as the intermediary between them. Section 2. It is authorized to carry out the instructions of the associations as expressed in the biennial conventions, to meet special emergencies and opportunities which present themselves between conventions, and in general to promote the purposes of the association movement in accord- ance with the deliverances of the conventions. Section 3. It is authorized to exercise a general advisory relation as to the associations and to foster and further means for the extension of the asso- ciation movement throughout the country and in foreign lands. Section 4. It is authorized to employ and direct such secretaries, agents and other employes as the exigencies of the work may demand and the funds placed at its disposal may warrant. Section 5. It shall isue the call, frame the program, and work up the attend- ance of each biennial convention. It shall, prior to each convention, appoint the following committees: Nominating Committee, Business Com- mittee, Committee on Report of National Board, Committee on Credentials. Section 6. It shall conduct such special conferences and institutes as may seem best in the interest of the association. Section 7. It shall make provision for enlisting and training secretaries for the associations by such means as experience proves to be most useful. Section 8 It shall issue such publications as it may deem helpful to the work. lO Section 9. It shall collect from time to time such statistical and Functions other information from the associations as may seem desirable. Section 10 The Board shall preserve files of important correspondence and keep copies of all documents, circulars, resolutions and other records per- taining to the movement, and shall preserve them at its central ofiice as the property of the Board. It shall also keep on file at the ofl&ce, minutes of all its proceedings. Section 11. It is empowered to secure and administer such funds as may be needed to carry out the purposes of the Board. It shall each year appoint an auditor, or auditing committee to audit the accounts of the Treasurer. Section 12. On the first day of the biennial convention the Board shall submit thereto a report of its work and of the general condition of the association movement throughout the field, and recommendations for the future; also a report of the Treasurer, properly audited. The Board shall meet before the opening of the convention for the final revision of its report and for such other business as may properly come before it. Section 13. The National Board shall recommend the required number of rep- resentative upon the Worlds Executive Committee. Section 14. N one of these conditions are to be considered as conferring on the National Board any legislative power, or any right to interfere in the affairs of the local associations. 1 1