Charter Of Nashville Bible School, Now David Lipscomb College -- (I)
It may be of interest to the brotherhood to read the Charter of the Nashville Bible School, now David Lipscomb College. This is the thing that caused the separation between Harding and Lipscomb and that caused Harding to leave the Nashville Bible School after working with it ten years. Human institutions that take over the work of the church are not given to publication of inside facts, or to the real things that constitute their makeup. The following is a copy of the Charter and its two amendments, as of record in the Office of the Secretary of State, Nashville, Tennessee:
State Of Tennessee Charter Of Incorporation
BE IT KNOWN, That David Lipscomb, W. W. Dodd, J. R. Ward, C. A. Moon and J. C. McQuiddy and W. R. Chambers are hereby constituted a body politic and corporate by the name and style of the
Nashville Bible School
for which a charter is sought, in order that it may maintain and conduct a school for the purpose of teaching the word of God and the various other branches of useful knowledge, commonly taught in institutions of learning and for the following general purposes, the support of any literary or scientific undertaking, as a college or university with powers to confer degrees, an academy, a debating society lyceum, the establishment of a library, the support of a historical society, the promotion of painting, music or the fine arts, the support of boards of trade or chamber of commerce or other objects of like nature. The support of public worship the building of churches and chapels and the maintenance of all missionary undertakings.
The general powers of said corporation shall be, to sue and be sued by the corporate name, to have and use a common seal, which it may alter at pleasure; if no common seal, then the signature of the name of the corporation by any duly authorized officer shall be legal and binding; to purchase and hold or receive by gift, bequest or devise, in addition to the personal property awned by said corporation, real estate necessary for the transaction of the corporate business, and also to purchase or accept any real estate in payment or in part payment of any debt due to The corporation, and sell the same, to establish by-laws, and make all rules and regulations not inconsistent with the laws and constitution deemed expedient for the management of corporate affairs. and to appoint such subordinate officers and agents in addition to a President and Secretary or Treasurer, as the business of the corporation may require, designate the name of the office and fix the compensation of the officer.
The said five or more incorporators shall, within a convenient time after the registration of this charter in the office of the Secretary of State, elect from their number a President, a Secretary and Treasurer, or the last two officers may be combined into one; said officers and the other incorporators to constitute the first Board of Directors. In all elections each member to be entitled to one vote, either in person or by proxy, and the result to be determined by a majority of the votes cast. Due notice of any election Mist be given by advertisement in a newspaper, personal notice to the members, or a day stated on the minutes of the board six months preceding the election. The Board of Directors shall keep a record of all their proceedings, which shall be at all times subject to the inspection of any member. The corporation may establish branches in any other county in the State.
The Board of Directors may have the power to increase the number of Directors from seven to ten, if they deem the interest of the corporation requires such increase. And the first or any subsequent Board of Directors may have the power to elect other members, who, on acceptance of members shall become corporators equally with the original corporators. The Board of Directors shall have the right to determine what amount of money paid into the Treasury shall be a prerequisite for membership, or if necessary, what amount shall be thus annually paid, and failure thus to pay shall, in the discretion of the Directors, justify the expulsion of said defaulting member. The term of all officers may be fixed by the by-laws, the said term not, however, to exceed three years. All officers hold over until their successors are duly elected and qualified.
The general welfare of society, not individual profit, is the object for which this charter is granted, and hence the members are not stockholders in the legal sense of the term, and no dividends or profits shall be divided among the members. The members may at any time voluntarily dissolve the corporation by a conveyance of its assets and property to any other corporation holding a charter from the State for the purposes not of individual profit, first providing for corporate debts.
A violation of any of the provisions of this charter, shall subject the corporation to dissolution at the instance of the State.
This charter is subject to modification or amendment; and in case said modification or amendment is not accepted, corporate business is to cease, and the assets and property, after payment of debts, are to be conveyed, as aforesaid, to some other corporation holding a charter for purposes not connected with individual profit. Acquiescence in any modification thus declared shall be determined in a meeting specially called for that purpose, and only those voting in favor of the modification shall thereafter compose the corporation.
The means, assets, income or other property of the corporation shall not be employed directly or indirectly for any other purpose whatever than to accomplish the legitimate objects of its creation, and by no implication shall it possess the power to issue notes or currency, deal in currency, notes or coin, buy or sell products, or engage in any kind of trading operation, nor hold any more real estate than is necessary for legitimate purposes.
Expulsion shall be the only remedy for the nonpayment of dues by the members, and there shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of creditors.
We, the undersigned, apply to the 'State of Tennessee, by virtue of the laws of the land, for a Charter of Incorporation for the purposes and with the powers, etc., declared in the foregoing instrument.
This second day of February, 1901.
J. C. McQuiddy W. H. Dodd
BOOK NO. 2 C. A. Moon
PAGE NO. 29 J. R. Ward David Lipscomb W. R. Chambers
State Of Tennessee Davidson County
Personally appeared before me, P. A. Shelton, Clerk of the County Court of said County, the within named David Lipscomb, W. H. Dodd, J. R. Ward, C. A. Moon, J. C. McQuiddy and W. R. Chambers, the bargainers, with whom I am personally acquainted, and who acknowledged that they executed the annexed instrument for the purpose therein contained.
P. A. Shelton, Clerk State of Tennessee
Davidson County Register's Office
Feb. 24, 1901
Jas. K. Goodloe, Register for said County, do certify that the foregoing instrument and certificate are registered in said office in Book No. 238, page 20, that they were received Feb. 2d, 1901 at 2:40 o'clock P. M. and were entered in Note Book No. 17, page 154.
Jas. K. Goodloe Register of Davidson County
I, Wm. S. Morgan, Secty. of State of the State of Tennessee, certify that the foregoing charter and certificates attached thereto, of which same are true copies, were this day recorded and by me certified.
Feb. 2, 1901.
Wm. S. Morgan, Secretary of State
Nashville Bible School Name Changed To David Lipscomb College
We, the undersigned, comprising the Board of Directors of the Nashville Bible School apply to the State of Tennessee, by virtue of the general laws of the land for an amendment to said charter of Incorporation for the purpose of investing said corporation with the power to change the corporate name.
Pursuant to said power, and by virtue of this amendment the corporate name is hereby changed from "THE NASHVILLE BIBLE SCHOOL" to DAVID LIPSCOMB COLLEGE."
Witness our hands this 18th day of March, 1918.
J. C. McQuiddy Jno. R. Aust
Book No. P-14 A. B. Lipscomb
Page No. '79 E. A. Elam
O. P. Barry C. A. Moore Witness A. B. Lipscomb.
State Of Tennessee Davidson County:
Personally appeared before me, Romans Hailey Clerk of the County Court of said County, the within named A. B. Lipscomb, the bargainor with whom I am personally acquainted and who acknowledged that he executed the within instrument for the purposes therein contained. Witness my hand and the seal of said Court, at office, in the Courthouse, at Nashville, Tennessee, this the 12th day of June, 1918.
Romans Hailey, Clerk By W. E. Chadwell, D.C.
State Of Tennessee Davidson County:
Personally appeared before me, Romans Hailey Clerk of the County Court of said County, A. B. Lipscomb, a subscribing witness to the signatures subscribed to the annexed instrument who being first duly sworn, deposed and said that he is acquainted with the within named J. C. McQuiddy, Jno. R. Aust, E. A. Elam, O. P. Barry and C. A. Moore, the bargainors and that they acknowledged the same in his presence to be their act and deed, for the purposes therein contained.
Witness my hand and the seal of said Court, at office, in Nashville, Tennessee, this 12th day of June, 1918.
Romans Hailey, Clerk By W. E. Chadwell, D.C.
Register's Office State Of Tennessee Davidson County
Received for record, the 12th day of June A.D. 1918 at 4 o'clock P.M. and recorded in Book No. 440, Page 416 Noted in Note Book 28, page 546.
West H. Morton, Register By W. P. Byrne, Deputy Register
I, IKE B. STEVENS, Secretary of State, do hereby certify that the within and foregoing instrument with certificates attached, the foregoing of which is a true copy, was this day recorded and certified to by me, this the 14th day of June, 1918.
IKE B. STEVENS Secretary of State
Resolution Of Directors Of David Lipscomb College
Whereas, the Board of Directors of David Lipscomb College at a meeting held by them on the 13th day of April 1945, had properly submitted to them the question of amending the charter of said corporation so as to avail itself of those powers as set forth in Sec. 4148 of the 1932 Code of Tennessee, such power being the power to receive property, real, personal or mixed, by purchase, gift, devise or bequest, sell the same and apply the proceeds toward the objects for which it is created, or hold any such property and apply the income and profits toward such objects; and Whereas, a majority of the said directors did vote in favor of amending the charter accordingly;
Now, therefore, be it resolved that the certificate of incorporation of this corporation be amended so that the corporation can avail itself of those powers as set forth in Sec. 4148 of the 1932 Code of Tennessee;
And, be it further resolved that the directors of such corporation be, and are hereby authorized, instructed and empowered to do all things to carry such resolution into effect.
A. M. Burton M. N. Young
I. E. Acuff I.C. Finley
J .R. Byers S. H. Hall
H. R. Leathers
State Of Tennessee Amendment To Charter Of Incorporation
We, H. R. Leathers and M. N. Young, the President and Secretary, respectively, of David Lipscomb College, a general welfare corporation chartered and organized under the laws of the State of Tennessee, in pursuance to directions from the directors of the corporation, hereby certify that at a meeting of said directors of said corporation, legally called and held at the office of said corporation in the town of Nashville, Tennessee, a resolution in writing adopted by a majority of said directors declaring their desire to amend the charter of the said corporation for the purpose of investing said corporation with those powers set forth in Sec. 4148 of the 1932 Code of Tennessee, being the power to receive property, real, personal or mixed, by purchase, gift, devise or bequest, sell the same and apply the proceeds toward the promotion of the objects for which it is created or hold any such property and apply the income and profits toward such objects, and that said resolution was duly entered on the minutes of said meeting;
Now, therefore, we hereby certify to the fact of the adoption of said resolution by the directors of said corporation for the purpose above set out, to the end that this certificate may be duly recorded in the office of the Secretary of State.
H. R. Leathers M. N. Young
State Of Tennessee County Of Davidson
Personally appeared before me, a notary public, of the county aforesaid, H. R. Leathers and M. N. Young, with whom I am personally acquainted, who acknowledged themselves to be the President and Secretary, respectively, of David Lipscomb College, the bargainors, and that the statements made in the foregoing certificate are true.
Ruby Taylor Mrs. Joe C. Carr Secretary of State
Notes and comments on the (SEAL)
My commission expires the 6th day of July 1948.
I, MRS. JOE C. CARR, Secretary of State, do hereby certify that this amendment to charter, with certificate attached, the foregoing of which is a true copy, was this day registered and certified to by me.
This the 16th day of May, 1945.
Charter in our next article.