ae ve ae ve ae ee bd ee ACT OF INCORPORATION AND BY-LAWS of the Young People’s e . ee. Missionary Movement ee es eee, te oo SP 89 BP 42 2H GF O28 8H 28 8F BF C20 22 GD €9 GH PX PX GB CY 9X FB 22 8F 26 89 89 BF 88 S&F BO BF 2D 9% GDR GX PX GHD GD FX OD GBD GB G® eo 2@° 48 te &8 ee 8% C8 CB CB || Act of Incorporation and || By-Laws of the Young | People’s Missionary Movement 156 Fifth Avenue New York 1907 Digitized by the Internet Archive - in 2021 with funding from Columbia University Libraries f i Pen https://archive.org/details/actofincorporati00Ounse_0 ee ee CONTENTS I. ACT OF INCORPORATION 1. Members of Board of Managers . 5 2. Composition of Board of Managers 6 3. Terms of Office 6 4. Powers of Corporation.. 7 Il. BY-LAWS 1. Meetings . . . BH eee Sa 2. Officers and Their nee een 1 3. Standing Committees and Their Duties ohn. lal Ren a | 45 Orderofbusmess.y Skit. ond LD MP ATENGIMENTS ied eo enie litte used 6 AN ACT To Incorporate the Young People’s Missionary Movement of the United States and Canada The People of the State of New York, repre- sented in the Senate and Assembly, do enact as follows: Section I. Marcellin C. Adams, J. G. Brown, William F. Cochran, Jr., Ed. F. Cook, Stephen J. Corey, James S. Cushman, Frank Harvey Field, William O. Gantz, Howard B. Grose, W. T. Gunn, F. P. Haggard, Harry Wade Hicks, S. S. Hough, Eldon B. Keith, Marion J. Kline, WiiressLesliens Ree Pas Mackay, lb Moore; Harry S. Myers, Joseph R. Paull, A. L. Phil- lips, Howard Platt, T. Bronson Ray, T. H. P. Sailer, William J. Scheiffelin, Laird H. Simons, Leslie M. Shaw, Francis Louis Slade, F. C. Stephenson, Ezra H. Stevens, S. Earl Tay- lor, Samuel Thorne, Jr., Canon Tucker, Von Ogden Vogt, Charles R. Watson, Luther D. Wishard, Geo. H. Wood, John W. Wood, their associates and successors in office, are hereby 5 constituted a body corporate and politic by the name of the Young People’s Missionary Move- ment of the United States and Canada, for the purpose of cooperating with the home and foreign mission boards of the United States and Canada in carrying out the objects of these boards. Section II. The management and disposition of the affairs of the corporation shall be vested in a Board of Managers composed of the indi- viduals named in the first section of this act as incorporators and their associates and successors in office. The said Board of Managers shall be composed of not less than thirty-nine members, one third of whom shall be elected by the Board of Managers at each annual meeting and shall hold office for a period of three years or until their successors are elected and have qualified. The thirty-nine persons named in the first section of this act shall constitute and be the first Board of Managers of said corporation, who shall serve until their successors are duly elected and have qualified. The Board of Managers at its first meeting after this act takes effect shall deter- mine by lot which thirteen members named in section one of this act shall serve until the first annual meeting of the Board of Managers; which thirteen members shall serve until the second annual meeting; and which thirteen members shall serve until the third annual meeting of the Board of Managers. The members of the said Board of Managers are authorized and em- powered to elect their successors and fill vacancies for any unexpired terms, and any failure to elect members: of the Board of Managers shall not work a dissolution of said corporation, but the 6 remaining members, though less than a quorum of said Board of Managers, may meet and fill such. vacancies. At all times a majority of the mem- ° bers of the said Board of Managers shall be secretaries of the home and foreign mission © boards of the United States and Canada. If any 9 vacancies shall occur during the interim of the regular election they shall be filled by the Board of Managers. This corporation shall have no capital stock and shall pay no dividend, and no officer or committeeman of this corporation shall receive or be entitled to receive any pecuniary profit from the operations of this corporation, except that reasonable compensation for services may be paid to employees for services rendered in effecting the purposes of the corporation. Section III. The said corporation shall possess the general powers, rights, and privileges and be subject to the provisions of the general corpora- tion law of the State of New York and the acts amendatory thereof and supplemental thereto, so far as the same are applicable and in accordance with this act, in so far as it is necessary to carry out the objects mentioned above in section one. Section IV. The said corporation shall in law be capable of taking, receiving, and holding abso- lutely and in trust for its general uses and pur- poses, by gift, devise, bequest, grant, or purchase, real and personal property, and of letting, leasing, and conveying the said real property, and shall also have the power to issue bonds and secure the same by mortgages upon its real estate and its improvements. All devises and bequests, however, to the said corporation shall be subject 7 to the provisions of the act of the Legislature relating to wills, passed April thirteenth, eighteen hundred and sixty, and acts amendatory thereto. SEcTION V. Said corporation shall have the power to make and adopt a constitution, by-laws, rules, and regulations, for the government of its business, the choice, qualifications, powers, and duties of its members, officers, and agents, and from time to time to alter and repeal such con- stitution, by-laws, rules, and regulations. BY-LAWS of the Board of Managers of the Young People’s Missionary Movement of the United States and Canada Incorporated under the Laws of the State of New York ARTICLE I MEETINGS SEcTION I. The regular meetings of the Board of Managers shall be held quarterly in the months of January, April, July, and October. The meet- ing in January shall be the annual meeting. Notice of each meeting shall be mailed from the , office of the Young People’s Missionary Move- ment of the United States and Canada at least . fifteen days before the date of said meeting. SEcTION 2. Seven members shall constitute a quorum for the transaction of business. Section 3. Meetings of all committees of the Board of Managers shall be held at such times as these committees shall determine. Section 4. Minutes of all committees of the Board of Managers and all department com- mittees shall be kept in separate volumes in the office of the Movement. 9 ARTICLE II OFFICERS AND THEIR DUTIES Section 1. The officers of the Board of Mana- gers of the Young People’s Missionary Move- ment of the United States and Canada shall be a Chairman, a Vice-chairman, a Recording Sec- retary, and a Treasurer, chosen from their own members. They shall be elected at the annual meeting by ballot, except that the first election shall be held at the first meeting of the Board of Managers following the granting of the charter by the New York Legislature. The Board of Managers may elect an Assistant Recording Sec- retary, who may be either a member of the Board of Managers or a secretary of the Movement. SecTIon 2. The Chairman, and in his absence the Vice-chairman, shall preside at the meetings of the Board of Managers and perform such other duties as devolve upon such officers. SEcTION 3. The Secretary shall keep all records of the Board of Managers and of the Executive Committee, and shall give notice of their meet- ings. SEcTION 4. The Treasurer shall receive all moneys coming to the Young People’s Mission- ary Movement of the United States and Canada, shall keep its accounts, and present at each regu- lar meeting of the Board of Managers a financial statement. Assistant Treasurers may be elected to handle details of the work of the Treasurer. One of these Assistant Treasurers shall be resi- dent in Canada and shall be elected on the nomi- nation of the Canadian Advisory Council here- Io inafter provided for. He shall receive and transmit all moneys contributed in Canada toward the work of the Movement. The Treasurer and Assistant Treasurers shall give bond in such amount as may be determined upon by the Board of Managers or the Executive Committee. Section 5. The Board of Managers shall em- ploy an officer to be known as the General Sec- retary. Section 6. The General Secretary shall attend the meetings of the Board of Managers and_.all the standing committees. He shall have general supervision of the work of the Young People’s Missionary Movement of the United States and Canada and shall be the executive officer of the Movement in respect to all matters which have been determined by the Board of Managers or the Executive Committee, and all matters re- ferred to special committees. ARTICLE III STANDING COMMITTEES AND THEIR DUTIES Section 1. There shall be an Executive Com- mittee composed of the Chairman, Vice-chairman, Recording Secretary, Treasurer, and the Chair- men of all the standing committees of the Young People’s Missionary Movement of the United States and Canada. The Executive Committee may meet at such times between the meetings of the Board of Managers as it may determine. It shall have power with reference to all questions I! which may come up for decision between the regular meetings of the Board of Managers, ex- cept that general policies adopted by the Board of Managers cannot be changed by the Executive Committee. Notice of the meetings of the Execu- tive Committee must be mailed from the office of the Movement to each member of the Executive Committee at least five days prior to the date of holding such meeting. Section 2. The following standing committees shall be appointed at the annual meeting by the Chairman with the approval of the Board of Managers and shall hold office for one year or until their successors are appointed: A Field Department Committee; A Sunday School De- partment Committee; A Finance Department Committee; A Publication and Office Depart- ment Committee; an Editorial Department Committee, and a Systematic Giving Department Committee. Such other committees as the Board of Managers may designate may be added. SECTION 3. The Field Department Committee shall have general supervision of the summer conferences, institutes, and other regular gather- ings, and of visitation in connection with the Movement’s activities except those hereinafter provided for. Section 4. The Sunday School Department Committee shall have general supervision of the work of this department, including conferences, institutes, and other regular gatherings, and of visitation in connection with the Movement’s activities in the Sunday-school field. 12 SECTION 5. The Finance Department Committee shall have general supervision of the financial affairs of the Movement. It shall submit to the Board of Managers at its annual meeting a budget of the income and expenditures of the Movement for the ensuing year. After the bud- get of the Movement has been adopted, no depart- ment shall exceed this budget except by the recommendation of the Finance Committee and a vote by the Board of Managers. Section 6. The Publication and Office Depart- ment Committee shall have general supervision of the Publication business and the office of the Movement. Section 7. The Editorial Department Com- mittee shall have general supervision of the edi- torial work in connection with all publications of the Movement and with the secular and ne- ligious press. Section 8. The Systematic Giving Department Committee shall have general supervision of the plans for the promotion of systematic giving. Section 9. Each of the department committees may have one or more secretaries for the carry- ing out of its plans. The secretaries of these de- partment committees, however, shall be employed by the Board of Managers upon recommendation of the different department committees. All of these secretaries shall be secretaries of the Young People’s Missionary Movement of the United States and Canada. / SecTION 10. Each department committee shall elect its Recording Secretary and submit its plans 13 in writing to the Board of Managers, except in cases where the department committee is given instructions by the Board of Managers with power. SeEcTION 11. At each annual meeting the Chair- man shall appoint a committee of three as a nominating committee to nominate the laymen for the Board of Managers and the officers of the Movement. SECTION 12. The representatives of the differ- ent mission boards on the Board of Managers shall be nominated from among the secretaries of those mission boards’ or societies which the Young People’s Missionary Movement may select. Such nominations for membership on the Board of Managers of the Young People’s Missionary Movement shall be made by the secretaries of those mission boards or societies invited to have representation or by the mission boards or so- -cieties themselves. The Canadian Advisory _ Council hereinafter provided for shall select the Canadian boards to have representation on the Board of Managers of the Young People’s Mis- ' sionary Movement. Ba SecTIon 13. The Board of Managers, by a ma- jority vote of those present at any regular meet- ing, may elect by ballot suitable persons to act as members of an Advisory Committee of the Young People’s Missionary Movement of the United States and Canada. The Canadian mem- bers of this Advisory Committee shall be nomi- nated by the Canadian Advisory Council here- inafter provided for. The term of office of all members of the Advisory Committee shall expire 14 with the annual meeting held in January of each year. SEcTION 14. At least seven members of the Board of Managers of the Young People’s Mis- sionary Movement shall be residents of Canada. These seven members from Canada shall consti- tute an Advisory Council of the Board of Mana- gers on work in Canada. There shall be at least one member from the Canadian representatives on each of the standing committees of the Young People’s Missionary Movement. This Advisory Council shall nominate to the Board of Managers the laymen to represent Canada on the Board of Managers of the Young People’s Missionary Movement and shall be the medium through which the nominations of the Canadian mission boards shall be made to the Board of Managers of the Young People’s Missionary Movement. SECTION 15. Special committees may be ap- pointed by the Chairman of the Board of Mana- gers as occasion may require. The Chairman and General Secretary shall be members ex-officio of all committees. Section 16. No committee or officer shall con- tract indebtedness unless there has been an ap- propriation for such expenditure previously au- thorized by the Board of Managers. ARTICLE IV ORDER OF BUSINESS The order of business at all regular meetings of the Board of Managers shall be as follows: 1. Scripture reading and prayer. 15 2. Reading and approval of minutes of pre- ceding meeting. 2. Report of Treasurer. 4. Reports of Secretaries. © ON AN . Reports of Standing Committees. . Reports of Special Committees. . Unfinished Business. . New Business. . Adjournment. ARTICLE V AMENDMENTS These By-laws may be amended at any regular or special meeting of the Board of Managers by a majority vote of those present and voting, provided notice of the proposed amendment shall have been given to each member of the Board of Managers by mailing to him at his last known place of residence at least thirty days before such meeting a copy of the proposed amendment and the section of the by-laws to be amended. 16