UNIVERSITY OF ROCHESTER. \ .f CHARTER AND OTHER DOCUMENTS. — OP THE — Of FOE #*M6aRITf OF III NIVERSITY OF ROCHESTER V OTHER DOCUMENTS EXPLANATORY — OF THE — Organization of the University. ROCHESTER, 1880. Evening Express Print, Rochester, N. Y. Provisional Charter of the University of Rochester. University of the State of New York. To all whom it may concern, the Regents of the University of the State of New York , send Greeting : Whereas , William L. Marcy, Ira Harris, John N. Wilder, Friend Humphrey and George R. Davis, citizens of this State, have by their petition presented to us, pursuant to the statute in such case made and provided, prayed for the grant of a charter for the establishment of an institution of the highest order for scientific and classical educa¬ tion, and have in their said petition, submitted to us the place where, the plan on which, and the funds with which it is intended to found and provide for the said institution, and have also proposed to us sundry persons, hereinafter named, as the first Trustees. And whereas , the said petitioners have also exhibited to us in their further application, pres nted December 2d, 1850, satisfactory proofs that suitable buildings have been provided for the use of said insti¬ tution, and also that funds to the amount of one hundred thousand dollars, with which it is intended to found and provide for such in¬ stitution or college, have been paid, or secured to be paid, by valid sub¬ scriptions of responsible parties or otherwise, the same being in con¬ formity to our amended ordinance, relative to the incorporation of colleges, adopted January 9th, 1851. And whereas we, the said Regents, after due consideration, of the same, have approved of the contents of said petition and application. Now therefore , know ye, that we, the said Regents, in considera¬ tion of the premises, and in pursuance of the statute in such case made and provided, do grant arid declare that an institution for the instruction of youth in the learned languages and in the liberal and useful arts and sciences shall be and hereby is founded and estab¬ lished, at or near the City of Rochester, in the County of Monroe ; that the Trustees of said College shall always be twenty-four in num¬ ber, and that William L. Marcy, Friend Humphrey, Ira Harris, John 4 UNI VERS IT Y OF ROCHESTER. N. Wilder and Smith Sheldon of the City of Albany, Frederick Whittlesey, William Pitkin, Everard Peck, Elon Huntington, William N. Sage, David R. Barton, Edwin Pancost and Elijah F. Smith of Rochester, Robert Kelly and William R. Williams of New York, Robert R. Raymond of Syracuse, Henry Tower of Waterville, Oneida Co., Seneca B. Burchard of Hamilton, Madison Co., John Munro of Elbridge, Onondaga Co., Alonzo Wheelock of Vienna, Ontario Co., James Edmunds of Ridgeway, Orleans Co., R. S. Burrows of Albion, Orleans Co., Rawson Harmon, Jr., of Wheat- land, Monroe Co., and V. R. Hotchkiss of Buffalo, shall be the present Trustees; and that they and their successors shall be a body corporate and politic, by the name of the University of Rochester, and said corporation is by these presents invested with all the privi¬ leges and powers conceded to any college in this State, pursuant to the provisions of the sixth section of the Statute, entitled “ An act relative to the University,” passed April 5th, 1813.* Provided, however , that if, at or before the term of five years from the date of these presents, the Trustees of the said University shall not furnish to the Regents satisfactory evidence that they have in¬ vested for the use of said University funds amounting to not less than one hundred thousand dollars, either in bonds and mortgages on un¬ incumbered lands within this State, worth at least double the amount so secured thereon; or in the stock of this State or the United States, at their market value at the time of investment, or in the bonds or certificates of stock legally issued by some incorporated city in this State at the par value, or in any one or more of the securities before enumerated, then this charter shall be void and of no effect; but in case they, the said Trustees, shall furnish satisfactory evidence as before, then this charter shall become perpetual. In Witness Whereof, we have caused these presents to be [l. s.J sealed with our seal, signed by our Chancellor, and attested by our Secretary, this fourteenth day of Feb¬ ruary, eighteen hundred and fifty-one. T. Romeyn Beck, Secretary. G. Y. LANSING, Chancellor. *See Appendix A. EXTENSION OF THE CHARTER. Extension of the Charter. The University of the State of New York. To all to whom it may concern , the Regents of the University of the State of New York send Greeting: Whereas we, the said Regents, heretofore, on the petition of William L. Marcy, Ira Harris, John N. Wilder, Friend Humphrey and others did, in pursuance of the power and authority in us by law vested, by a charter or instrument under our common seal, bearing date the fourteenth day of February, in the year of our Lord, one thousand eight hundred and fifty-one, grant and declare that an In¬ stitution for the instruction of youth in the learned languages and in the liberal and useful arts and sciences should be and was thereby founded and established at or near the City of Rochester, in the County of Mo.nroe, in the said State, and that the persons therein named as the first Trustees of the said University, and their succes¬ sors in office should be a body corporate and politic by the name of “ The University of Rochester ” but it was thereby expressly pro¬ vided, that if, at or before the term of five years from the date of the said charter, the Trustees of the said University should not furnish to us, the said Regents, satisfactory evidence that they had invested for the use of the said University funds amounting to not less than one hundred thousand dollars, either in bonds and mortgages or unincumbered lands within the said State, worth at least double the amount so secured thereon, or in stocks of the said State, or of the United States, at their market value at the time of the invest¬ ment, or in the bonds or certificates of stocks legally issued by some incorporated city in the said State, at their par value, or in any one or more of the said securities, then the charter should be void and of no effect; but in case the said Trustees should furnish satisfactory evidence of such investment, that then the said charter should be¬ come and be perpetual, as on reference to the said charter will more fully appear. 6 UNIVERSITY OF ROCHESTER. And ivhereas , the said Trustees have represented to us, the said Regents, under their common seal, that they have already expended in the, payment of salaries and other expenses connected with main¬ taining the said University, the sum of sixty-five thousand seven hundred and seventy-two dollars and sixty-seven cents; that they have invested in bonds and mortgages the sum of forty thousand four hundred and forty-six dollars and seventy-four cents ; in real estate, including the building now occupied for the purposes of the said University, the sum o,f forty-three thousand nine hundred and seventy- four dollars and sixty-two cents; that the sum of fifty-four thousand seven hundred and one dollars and seventy-eight cents is due to them on promissory notes and subscriptions, considered to be good and valid, and that the whole assets of the said University, as set forth in the said application, now amount to one hundred and sixty- five thousand six hundred and ninety-four dollars and eighty cents; but that for the reason therein specified, they, the said Trustees, have not been able to invest the full sum of one hundred thousand dollars within the time and in the securities particularly required by the said Charter as aforesaid, and praying that the further term of five years be granted to the said Trustees to complete the investment of the said sum in the manner required as aforesaid. And we, the said Regents, having examined the premises, and being satisfied that the said University is now successfully engaged in the instruction of youth and in the prosecution of the objects of its incorporation; that its Trustees have evinced great zeal and faithfulness in procuring buildings for its accommodation, and funds for its endowment; and that the said application is made in good faith and for satisfactory reasons ; we, the said Regents, do therefore grant and declare , that the term of five years , so as aforesaid, named and fixed in and by the said charter of the said University of Roch¬ ester, for the investment of the said sum of one hundred thousand dollars, in the manner and in the securities therein mentioned as aforesaid, be and the same is hereby extended for the further period of Five Years from the expiration of the time specified in the said charter, so that the said term shall be, in the whole, Ten Years from the date of the said charter in like manner, and with the like effect to all intents and purposes, as if the said term had been originally fixed at ten years instead of five years, as aforesaid; and the said charter is hereby altered and modified accordingly, subject, however, to the CONFIRMATION OF THE CHARTER. right and power of us, the said Regents, on cause satisfactory to us, or to our successors being shown, to alter, repeal or modify these presents. In Testimony whereof ive, the said Regents, have caused our common seal to be hereto affixed, and our Chancellor [l. s.] and Secretary to subscribe these presents this first day of February, in the year one thousand eight hundred and fifty-six. S. B. Woolworth, Secretary. G. Y. LANSING, Chancellor. On behalf of the standing committee of the Regents on the incor¬ poration of Colleges and Academies, I do hereby certify that I have ex¬ amined the foregoing instrument, amending the Charter of the Uni¬ versity of Rochester, and do approve of the form thereof. JOHN V. L. PRUYN. Albany, February 9, 1856. Confirmation of the Charter. By the Regents of the University of the State of New York. Whereas , the said Regents by an instrument or charter under their common seal, bearing date the fourteenth day of February , in the year of our Lord one thousand eight hundred and fifty-one, on appli¬ cation duly made to them for that purpose, did, in pursuance of the power in them vested by law, establish an institution for the instruc¬ tion of youth in the learned languages and in the liberal and useful arts and sciences at the 'City of Rochester , in the County of Monroe , and did appoint William L. Marcy , Friend Humphrey , Ira Harris, 8 UNIVERSITY OF ROCHESTER. and other persons therein named, the first Trustees thereof, and did thereby ordain and declare that the said Trustees and their successors should be a body corporate and politic, by the name of the University of Rochester, with the privileges and powers therein mentioned ; provided , however, and it was thereby declared that if, at or before the expiration of the term of five years from the date of the said charter, the Trustees of the said University of Rochester, should not furnish to the said Regents satisfactory evidence that they had invested, for the use of the. said University, funds amounting to not less than one hundred thousand dollars , in securities of the character therein mentioned, that then the said charter should be void and of no effect, but in case they, the said Trustees, should furnish satisfactory evidence that such investment had been made, that then the said charter should become perpetual , as on reference thereto will more fully appear. And whereas , subsequently, and for satisfactory reasons shown by the said Trustees, the said Regents, by an instrument under their common seal, bearing date the first day of February , one thousand eight hundred and fifty-six , extended for the term of five years, the time allowed as aforesaid for the investment of the said sum of one hundred thousand dollars , for the use of the said University of Roch¬ ester : And whereas , the said Trustees, by their application to the said Regents bearing date the seventh day of January , one thousand eight hundred and sixty-one , have represented that the real and personal property of the said University of Rochester, including the sum of fifty-four thousand seven hundred and seventy-four dollars and thirty- nine cents, invested in bonds and mortgages, is of the value of at least one hundred and ninety thousand dollars, over and above its liabilities, but that for the reasons mentioned in the said application, it has not been found practicable to invest the full sum of one hundred thousand dollars in the securities required by the charter, but claiming that they have substantially, although not literally complied with its pro¬ visions, and asking tha t, in view of the premises and of the stability, usefulness and great promise of the said institution, its charter may be made perpetual. And we, the said Regents , having considered the said application, and being of opinion that it is expedient under the circumstances ORGANIZATION OF THE EXECUTIVE BOARD. 9 that the same should be granted, do, in pursuance of the authority in us by law vested, Grant , Ordain and Declare that the said proviso in the said charter of the University of Rochester hereinbefore men¬ tioned and in part recited, shall be deemed and taken to have been, and the same is hereby declared to have been complied with and f ul¬ filled to the satisfaction of us, the said Regents, and that the said charter be and the same is hereby made and declared to be perpetual , subject to the right of us, the said Regents, and of our successors, at any time hereafter, to alter, modify or repeal these presents. In Witness Whereof , we, the said Regents, have caused our common seal to be hereto affixed, and our Chan- [l. s.] cellar and Secretary to subscribe their names this tenth day of January , in the year one thousand eight hundred and sixty-one. G. Y. LANSING, S. B. WOOLWORTH, Chancellor. Secretary. Organization of the Executive Board. The immediate superintendence of the University shall be com¬ mitted to nine members of the corporation, to be elected from them¬ selves by ballot, who shall be called the Executive Board of the University of Rochester. After the first election, the members of the Executive Board shall be so arranged that three members shall be elected at every annual meeting of the corporation, each member being elected for three years. The Executive Board shall choose a chairman and secretary, and keep, in a permanent book, a record of all their proceedings. They shall meet during term time once in every month, and as much oftener as they may themselves direct ; and they shall make a full report of their doings at every annual meeting of the corporation. It shall be the duty of the President to lay before the Executive Board at every meeting, and as much oftener as they may direct, all 10 UNIVERSITY OF ROCHESTER. such information in his possession respecting the condition of the in¬ stitution, as may enable them the better to correct what is wrong, supply, what is deficient, elevate to the utmost of their power the moral and literary character of the institution, and adapt it more and more perfectly to accomplish the design of its founders in establishing a school of liberal 'and Christian education. For this purpose, also, every professor shall present to the Executive Board a monthly re¬ port, exhibiting the amount of his labors in his department, the con¬ dition of his classes, and such other information as the Board may, from time to time require, or he may desire to communicate. It shall be the duty of the Executive Board to satisfy themselves that the laws of the corporation are carried into effect by the officers, and obeyed by the students of the University; and to this end, they have power to enact and enforce every regulation required for the immediate good of the University, to call meetings of the corporation, and in general, to take such measures as may to them seem expedient for the well-being of the institution; provided always that their acts shall be in force until the next meeting of the corporation and no longer, unless they be sanctioned by that authority. Five members of the Executive Board shall constitute a quorum for the transa tion of business. Report accepted and adopted by the Board of Trustees, September 16, 1850. The Executive Board are hereby authorized to engage temporarily the services of such instructors as may be required, in addition to such professors as may be appointed, and to arrange the terms of their compensation, subject to the revision of the Board as in other cases, as pro/ided for in the statute defining the powers of the Executive Board. The engagement of all professors, teachers, lecturers and officers, unless where a specified agreement shall be made, shall be terminable at the pleasure of either party on giving three months notice of the same, and the salary shall cease at the expiration of said notice. But no professor shall be removed except by a vote of the majority of the whole Board. From the Report of the Committee on Plan of Instruction, accepted and adopted, September 16, 1850. DUTIES OF THE PRESIDENT 11 The Duties of the President of the Beard of Trustees. The President ol the Board of Trustees of the University shall be, by virtue of his office, a member, and chairman, of the Executive Board. He shall be the executive officer of both these boards, to have the general charge of the financial affairs of the institution; to devise ways and means for enlarging the endowment and securing the same ; to have the oversight of the erection of the new buildings that may be determined on ; and, in general, to carry out all measures pertaining to the business interests of the University. In case of the absence of the President, or a vacancy in the office, the Executive Board shall appoint an officer for the interim, to dis¬ charge his duties. Adopted by Board of f rustees , April 7, 1853. The Duties of the President of the University. 1. There shall be a President of the University, who, when elected, shall hold his office by the same tenure that the professors hold theii offices. He shall be the executive officer of the Board of Trustees and of the Executive Board, to carry out all measures pertaining to the internal administration of the University; to regulate the hours of the professors and teachers employed^ in accordance with the plan of instruction adopted; to exercise a supervisory guardianship over the students; and to exert a general control over the government of the institution. He shall be responsible for, and have the manage¬ ment of, the discipline; and shall dispose, in connection with the Faculty, of such cases as he, or any professor, may desire to lay before the Faculty. But no student shall be expelled except by the action of the Executive Board. 2. He shall be the presiding officer of the Faculty; shall receive weekly registers of the exercises of the classes; visit the recitation rooms, from time to time; and provide for meeting cases of the ab¬ sence of professors from their recitations, when they shall be provi¬ dentially prevented from attending, or shall have received leave of absence from himself or the Executive Board. 12 UNIVERSITY OF ROCHESTER . 3. He shall preside at commencements and public exhibitions of the University, and shall confer such degrees and honors as are voted by the Board of Trustees.- 4. He shall be notified of the meetings of the Board of Trustees, and of the Executive Board, and may attend the same, except at such times as matters may be under consideration bearing upon his func¬ tions and relations with other officers of the institution; shall ad¬ vise with them upon the state of the University, and communicate any information, in his possession, that may be required ; may giv£ his opinion upon any matter under discussion, but shall not be en¬ titled to a vote. 5. He shall present at the annual meeting of the Board of Trustees, and whenever it shall be required, a complete report of the internal condition of the University, specifying in detail the amount of duty that has been assigned to each professor and teacher, and the amount actually performed, with a statement of the reasons of all the omissions that may have occurred. 6. He shall have assigned to him, until the further action of the Board of Trustees upon the subject, the professorship of Intellectual Philosophy, and shall be expected to give instruction, to the extent of at least one recitation per day, during the collegiate year. Adopted by Board of Trustees, April 7, 1853. Rules of Order of the Board of Trustees. 1 st. The sessions of the Board shall be opened .with prayer. 2d. The following shall be its order of business. 1 st. Reading the minutes of the last meeting. 2d. Reading the rules of order. 3d. Reading report of the Executive Board. 4th. Reading report of the treasurer. 5th. Reading reports of the agents. 6th. Reading reports of the committees. 7 th. Motions and resolutions. 3d. All committees shall be nominated by the presiding officer, unless otherwise ordered by the Board. APPENDIX A. 13 4th. No resolution shall be discussed unless it is moved and seconded or proposed by a committee. At the request of a member any resolution shall be reduced to writing. 5th. No member shall leave the room without permission from the presiding officer. 6th. The treasurer shall present a written report of the state of the finances at each regular meeting of the Board. 7th. The reports of all committees shall be presented in writing. 8th. No moneys shall be paid out of the treasury except on the orders of the Executive Board, signed by the chairman of said Board* 9th. The stated meetings of this Board shall be held on Tuesday before the annual commencement of the college. Special meetings may be called by the president at the request of the Executive Board. Appendix A. VI. And be it further enacted, That any citizen or citizens, or bodies corporate within this State, being disposed to found a college at any place within the same, he or they shall, in writing, make known to the regents the place where, the plan on which, and the funds with which it is intended to found and provide for the same, and who are proposed for the first trustees; and in case the regents shall approve thereof, then they shall declare their approbation by an instrument under their common seal, and allow a convenient time for complet¬ ing the same; and if, at the expiration of he said time, it shall ap¬ pear to the satisfaction of the regents, that the said plan and propo¬ sitions are fully executed, then they shall, by act under their common seal, declare that the said college, to be named as the founders shall signify, and with such trustees not exceeding twenty-four, nor less than ten, as they shall name, shall forthwith become incorporated, and shall have perpetual succession, and enjoy all the corporate rights and privileges enjoyed by Columbia College, in and by the act, en¬ titled, “An act to institute an University within this State, and for other purposes therein mentioned, passed April 13, 1787.” \