An 8 A Digitized by the Internet Archive in 2012 with funding from University of Illinois Urbana-Champaign http://archive.org/details/articlesofincorpOOanti 0n*fl ARTICLES of incorporation , „*** 29 1931 III Antioeh College, OF Yellow SpF^iNqs, Q^EEfJE Co., 0, ARTICLES OF INCORPORATION is. Mar i, n , OF ' r 1931 Antioeh College, OF Yellow SpF^iNqs, Qf^ee|\Ie Co., 0, Printed l>y Patton & Findley, GAZETTE OFFICE, Xenia. O., 1875. ;'\ !i !>5 of |}lH;Ot[Jlllt[aftlltt« Whereas, the religious denomination called "Chris- tians," (which, professing no creed but the Bible, and hav- ing no test of fellowship but Christian character, origina- ted as an organized body in the United States about the beginning of the nineteenth century, under the labors of Aimer Jones, of New England, David Purviance, of Ken- tucky, James O. Kelly and Francis Williamson, of North Carolina, Brenville Barrett, of Virginia, Nathan Worley of Ohio, and others, and whose sentiments have been ad- vocated in the "Herald of Gospel Liberty," ot New Eng- land, the "Christian Palladium," of New York, the "Chris- tian Sun," of North Carolina, and the "Gospel Herald," of Ohio,) heretofore founded at Yellow Springs, in Greene county, Ohio, a College or educational institution of an unsectarian character, where superior intellectual, moral and religious advantages could be enjoyed, free from any interierence with the right of private judgment in theo- logical matters ; and they organized a corporation to manage and conduct it, and, with aid derived from other sources, acquired land, and erected various buildings suit- able ior such college ; but by reason of debt, or too lib- eral expenditure, or some other miscalculation, such cor- poration failed and became insolvent, and was compelled to make an assignment for the benefit of its creditors, and all of its property has been sold under mortgages to which it w r as subject; and such corporation has thus been brok- en up, and has now ceased to exist. And whereas, a large number of persons of the "Christian" denomination in Ohio and elsewhere, and of the Unitarian denomination of Christians in the cities of New York, Brooklyn and Troy, and other parts of the State of New York, in the city of Boston and in other parts of 6 Articles of Incorporation. Louis, Albert Fearing and Edward Edmonds, of Boston, Moses Cummings, of Mew Jersey, Henderson Gaylord and E W. Clark, of Pennsylvania, and Henry W. Bellows, C. E. Butler, G. W. Hosmer and Amasa Stanton, of New York, are hereby constituted and appointed the first Board of Trustees. Each of them, and each successive member of the Board of Trustees, shall hold his office un- til he die, resign, or become incompetent, or until he shall be superseded as hereinafter provided. Upon the hap- pening of the death, resignation or incompetency of any member of the Board of Trustees, or upon his being su- perseded, the remaining members shall appoint a suitable person to fill the vacancy thereby occasioned, and, if practicable, such appointment shall be made at the first annual or special meeting of the Board held after such vacancy shall have occured. Provided, it shall require the concurrence in open session of at least eleven votes for such election. Art. V. If any members of the Board of Trustees shall become incompetent to act in that capacity, whether by reason of the requirements of the Third Article, or other- wise, or if he shall become unable to discharge, or shall persistently neglect, the duties of that office, he may be superseded by the remaining members of the Board, and thereupon his functions shall cease. A meeting for the purposes of this Article shall be composed of at least fifteen members, and a two-thirds vote shall be necessary to effect such supersedure. Art. VI. The Board of Trustees shall meet annually on the day preceeding the annual commencement, at Yel- low Springs, Ohio ; but special meetings may be held at such other times as the President of the Executive Com- mittee hereinafter mentioned may appoint. Correct minutes shall be kept of all the proceedings of the Board Antioch College, Yellow Sp rings, . 7 of Trustees, which shall be regularly recorded in a book provided for that purpose, and authenticated by the signa- ture of the President or other presiding officer; these minutes, and the minutes of the Executive Committee hereinafter mentioned, shall always be open to the in- spection of any member of the Board of Trustees. Art. VII. The Board of Trustees shall elect one oi their number to be President of the corporation hereby formed, provided it shall require the concurrence in open session of at least eleven (11) votes for such election. He shall be the chief executive officer of such corporation, and shall perform the duties appertaining to that station. When present, he shall preside at all meetings of the Board and of the Executive Committee. He shall have the charge and general management of the educational and other departments of the said College, and of its professors, teachers and subordinates, subject, however, to the direc- tion of the Board of Trustees ; and shall perform such oth- er duties as they may from time to lime prescribe. He shall hold his office during the pleasure of the Board of Trustees, and may be at any time removed by them, f#r cause, upon the vote of two thirds of the members present at any general or special meeting which shall be compo- sed of at least fifteen members. But no such action shall be taken against the President except after reasonable notice in writing to him and all the members of the Board of Trustees. In case of the removal of the President, or of his death, or resignation, his place shall be immediately filled by the Board of Trustees by a new election. Art. VIII. Sec. 1. The Board of Trustees shall appoint some suitable person (who need not necessarily be amem- ber of the Board) to act as Treasurer of the corporation hereby formed. He shall give bonds for the faithful dis- charge of his duties, and shall be the custodian of all the 8 Articles of Incorporation. money and property of the corporation. He shall keep ex- act and methodical accounts of the receipt and expenditure of all money for and in behalf of the corporation, which accounts shall be at all times open to the inspection of any member of the Board of Trustees ; and he shall pre- sent a monthly statement of such accounts to the Execu- tive Committee. No money shall be paid out by the Treasurer except upon the direction of the Board of Trus- tees or of the Executive Committee, and he shall in all other respects be subject to the control, primarily of the former, and secondarily of the latter. He shall hold his office during the pleasure of the Board of Trustees and may be removed at any time. Sec. 2. The Board shall also choose a Secretary, who shall keep the minutes of all meetings of the Board and of the Executive Committee, and perform such other du- ties as the Board may prescribe. The Secretary shall hold his office during the pleasure of the Board. Abt. IX. 'J he Board of Trustees may appoint such oth- er officers for the management of the affairs of the corpor- ation hereby formed, and for conducting and governing the said College, as they shall consider necessary or ex- pedient ; and may prescribe the duties of all such officers and remove them at pleasure. Art. X. The Board of Trustees shall also constitute from among its members a committee of five persons, (of whom the President shall always be one,) to be called the Executive Committee, and to whom shall be commit- ted, during the intervals between its own meetings, the general control, management and regulation of all mat- ters appertaining to the said College and the corporation hereby formed. Such Committee shall hold monthly meetingg, and shall meet, besides, whenever called to gether by the President or any two of its members. The A n ti o c 7i College^ Yellow Sp r i n g s , , 9 President shall be its chairman; the presence of three members shall be sufficient to constitute a quorum for the transaction of business; and correct minutes of all its proceedings shall be kept ami regularly recorded in the book of minutes, and duly authenticated. The action of the Executive Committee shall always be subject to the revision of the Board of Trustees, and may be at any time limited or extended as the Board may consider judi- cious or expedient. Art. XI. Eleven members of the Board of Trustees shall constitute a quorum for the transaction of general business, and, except as otherwise provided in these Ar- ticles, the vote of a majority shall always prevail. If at any meeting of the Board the President be absent, any other member may be chosen to preside at such meeting temporarily. Art. XII. INo debt shall ever be contracted by the cor- poration hereby iormed, nor shall it have the power to mortgage or pledge any portion of its real or personal property. ISo funds or property which it may hereafter acquire by way ol endowment, shall ever be diverted from the purposes for which they shall have been re- ceived, or appropriated to any other use. The current expenses of the corporation hereby formed, and of its College establishment, shall be kept within its current income ; and no portion of the expenses of any one year shall be carried over to the succeeding year. To avoid debt, to render the College establishment self-sustaining, and to preserve and secure any endowment fund which it may receive from waste or misappropriation, are promi- nent objects w T ith the founders of the corporation, and its affairs shall be so managed that those objects may be ac- complished. Art. XIII. This Constitution may, except as to Article 10 Articles of Incorporation. Three, Four, Five and Twelve, be altered or amended at any time by a vote of two-thirds ol all the members of the Board of Trustees at any of its annual meetings, or at any special meeting called for that purpose, and an alteration or amendment may be made of Articles Three, Four, Five and Twelve, or of either of them, at any of such meetings, with the concurrence of every member of said Board. Art. XIV. In order to make a provisional arrangement for conducting the business of the corporation hereby formed, until the first meeting of the Board of Trustees, Horace Mann is hereby appointed President of said cor- poration, and Artemas Carter is hereby appointed its Treasurer, and Horace Mann (ex-officio), Eli Fay, John Kebler, E. M. Birch, and J. B. Weston, are hereby appoint- ed the Executive Committee required by the