IBSA NEW INCORPORATION DOCUMENTS OF 1914
________________________________________
[-text- means crossed out by hand]
[^text^ means text inserted by hand]
[A note on page 8, bears the initials JFR, which
probably means Joseph F Rutherford, the later
president of Bible & Tract Society of
Pennsylvania. He had come overseas from America
to England, acting as chief representative of
the Society. The note is in the same hand
writing style as the various insertions of
text.]
________________________________________
Number of ) 136726 Form No. 41.
Certificate )
"COMPANIES (CONSOLIDATION) ACT, 1908." [crossed out]
The Companies Acts 1908 and 1913
--------
/ \
/ \ A 5s.
/ \ Companies'
| | Registration
| | Fee Stamp
| | to be
+-----------+ \ / impressed
| REGISTERED| \ / here
| | \ /
| 84101 | --------
| |
|30 JUN 1914|
+-----------+
DECLARATION of Compliance with the requisitions of
the Companies
(Consolidation) Act, 1908, on behalf of a Company
proposed to be registered as
LIMITED [crossed out]
International Bible Students Association
Pursuant to Section 17 (2) of the Companies
(Consolidation) Act, 1908.
----------------------
Presented for filing by
A J Greenop
Bush Lane House
Cannon Street E.C.
----------------------------------------------
The Solicitors' Law Stationery Society, Limited,
22, Chancery Lane, W.C., 29, Walbrook E.C.,
6, Victoria Street, S.W.,
PRINTERS AND PUBLISHERS OF COMPANIES' BOOKS AND FORMS.
----------
Companies Form ........... [?] W281
===
I, Arthur James Greenop
of Bush Lane House Cannon Street in the City of London
Do solemnly and sincerely declare that I am (*) a
Solicitor of the High Court engaged in the formation
of International Bible Students Association
limited [crossed out], and That all and every the
requisitions of the Companies
(Consolidation) Act, 1908, in respect of matters
precedent to the registration
of the said Company and incidental thereto have been
complied with. And
I make this solemn Declaration conscientiously
believing the same to be true
and by virtue of the provisions of the "Statutory
Declarations Act, 1835."
Ordered [?] at -Buck-Lane-House [crossed out] ^ No.
84 Cannon [inserted]
Street in the City of London
29th day of June
--- [?] Thousand nine hundred and fourteen
before me.
-------- [signature unclear]
A Commissioner for Oaths.
===
The Companies Acts 1908 and 1913.
--------
UNLIMITED COMPANY.
--------
Memorandum
AND
Articles of Association
OF
INTERNATIONAL BIBLE STUDENTS
ASSOCIATION.
---------------------
Incorporated the day of 1914.
---------------------
A. J. GREENOP & CO.,
BUSH LANE HOUSE,
CANNON STREET,
LONDON, E.C.
===
136726 [company number]
[TEN SHILLINGS stamp + COMPANIES REGISTRATION
TWO POUNDS stamp]
The Companies Acts 1908 and 1913.
----------
U N L I M I T E D C O M P A N Y .
----------
Memorandum of Association
OF
International Bible Students Association.
-----------------------------------------
1. The name of the Association is "INTERNATIONAL
BIBLE STUDENTS ASSOCIATION."
2. The registered office of the Association will
be situate in England.
3. The objects for which the Association is
established are:-
(A) To promote Christian knowledge by the
dissemination of Bible truths, orally
and by the printed page, and by means
of the distribution of Bibles and the
printing and publication of Bible study
helps, tracts, pamphlets, papers and
other religious documents, and by the
use of all other lawful means which may
seem to the Council of the Association
directly or indirectly conducive to the
furtherance of the above objects of the
Association.
(B) To purchase or otherwise acquire sketches,
photographs, drawings, publications,
manuscripts, notes, data and memoranda
bearing upon the above objects of the
Association and to print, publish, display
and distribute the same.
(C) To enter into any arrangement with any
Government or authority, supreme,
municipal, local or otherwise, and to
obtain from any such Government or
authority all rights, concessions or
privileges that may seem conducive to
the above objects or any of them.
B 3793 [at bottom of page]
===
2 [page number]
(D) To promote any association or
associations, whether limited or not,
for the purpose of its or their acquiring
all or any of the property, rights and
liabilities of the Association, or for
any other purpose which may seem, directly
or indirectly, calculated to further the
objects of the Association.
(E) To purchase, take on lease or in exchange,
hire or otherwise acquire, and to sell,
exchange, surrender, lease, mortgage,
charge, convert, turn to account, dispose
of and deal with any estate or interest in
any lands, buildings, easements, rights,
privileges, mortgages, denentures, options,
contracts, licences or other rights, and
any real or personal property of any kind
necessary or convenient for the attainment
of the objects of the Association mentioned
in paragraph 3 (A) hereof, and to erect,
construct, enlarge, alter, furnish,
maintain and improve buildings of all kinds.
(F) To make donations to such persons and in
such cases, and either of cash or other
assets, as may be thought directly or
indirectly conducive to any of the objects
of the Association, or otherwise expedient,
and to subscribe or guarantee money for
charitable or benevolent objects, or for
any exhibition, or for any public, general
or other objects, and to grant pensions
and allowances and to make payments towards
insurance.
(G) To borrow or raise, or secure the payment
of money in such manner as the Association
shall think fit
(H) To pay out of the funds of the Association
all expenses of or incident to the formation
and registration of the Association.
(I) To do all such other things as are
incidental or conducive to the attainment
of the above objects.
Provided that the Association shall not support
with its funds or endeavour to impose on or procure
to be observed by its members, or others, any
regulation, restriction or condition which if an
object of the Association would make it a Trade
Union.
Provided also that in case the Association shall
take or hold any property subject to the jurisdiction
of the Charity Commissioners or Board of Education
for England and Wales, the Association shall not sell,
mortgage, charge or lease the same
===
3 [page number]
without such authority, approval or consent as may be
required by law, and as regards any such property the
Managers or Trustees of the Association shall be
chargeable for such property as may come into their
hands, and shall be answerable and accountable for
their own acts, receipts, neglects and defaults, and
for the due administration of such property in the
same manner and to the same extent as they would as
such Managers or Trustees have been if no
incorporation had been effected, and the incorporation
of the Association shall not diminish or impair any
control or authority exercisable by the Chancery
Division, the Charity Commissioners or the Board of
Education over such Managers or Trustees, but they
shall, as regards any such property, be subject
jointly and separately to such control or authority
as if the Association were not incorporated. In case
the Association shall take or hold any property which
may be subject to any trusts, the Association shall
only deal with the same in such manner as allowed by
law, having regard to such trusts.
4. The income and property of the Association,
whencesoever derived, shall be applied solely towards
the promotion of the objects of the Association as set
forth in this Memorandum of Association, and no
portion thereof shall be paid or transferred directly
or indirectly by way of dividend, bonus, or otherwise
howsoever by way of profit, to the members of the
Association.
Provided that nothing herein shall prevent the
payment, in good faith, of reasonable and proper
remuneration to any officer or servant of the
Association, or to any member of the Association, in
return for any services actually rendered to the
Association, nor prevent the payment of interest at
a rate not exceeding 5 per cent, per annum on money
lent or reasonable and proper rent for premises
demised or let by any member to the Association, but
so that no member of the Council of the Association,
or any office of the Association paid by fees, and
that no remuneration or other benefit in money or
money's worth shall be given by the Association to
any member of such council or governing body except
repayment of out-of-pocket expenses and interest at
the rate aforesaid on money lent or reasonable and
proper rent for premises demised or let to the
Association Provided that the provision last aforesaid
shall not apply to any payment to any railway, gas,
electric lighting, water, cable or telephone company
of which a member of the council of management or
governing body may be a member or any other company in
which such member shall not hold more than one
hundredth part of the capital, and such member shall
not be bound to account for any share of profits he
may receive in respect of any such payment.
===
4 [page number]
5. If upon the winding up or dissolution of the
Association there remains any property whatsoever
after the satisfaction of all its debts and
liabilities, and after the repayment to the holders
of the shares of the Association the amount paid up
thereon, the same shall not be paid to or distributed
among the members of the Association, but shall be
given or transferred to some other institution or
institutions, having objects similar to the objects
of the Association, such institution or institutions
to be determined by the members of the Association at
or before the time of dissolution, or in default
thereof by such judge of the High Court of Justice as
may have or acquire jurisdiction in the matter, and
if and so far as effect cannot be given to the
aforesaid provision, then to some charitable object.
===
5 [page number]
We, the several persons whose names are subscribed,
are desirous of being formed into a Company in
pursuance of this Memorandum of Association, and we
respectively agree to take the number of shares in
the capital of the Company set opposite our respective
names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Number of Shares taken by each Subscriber.
Jesse Hemery
34, Craven Terrace
Minister of the Gospel
Three
M J Sheam (?)
34 Craven Terrace
Minister of the Gospel
Three
W Crawford
34 Craven Terrace
Accountant
Three
J F Rutherford
34 Craven Terrace
American Counsellor at Law
Three
Dated this 29th day of June, 1914.
Witness to the above Signatures--
-------- [signature unclear]
Clerk to
A. J. GREENOP & CO.,
Solicitors,
Bush Lane House,
Cannon Street,
London,
E.C.
B 3703 [written at bottom of page]
===
136726 [company number]
[TEN SHILLINGS stamp + COMPANIES REGISTRATION
FIVE SHILLINGS stamp]
The Companies Acts 1908 and 1913.
----------
U N L I M I T E D C O M P A N Y .
----------
Articles of Association
OF
International Bible Students Association.
-----------------------------------------
TABLE A EXCLUDED.
1. The regulations of Table A in the First Schedule
to the Companies (Consolidation) Act 1908 shall not
apply to the Association, but the following shall be
the regulations of the Association.
INTERPRETATION.
2. These articles shall be construed with
reference to the provisions of the Companies Acts 1908
and 1913 or any statutory modification thereof in
force at the time when these regulations became
binding on the Association, and unless there be
something in the subject or context inconsistent
therewith---
"The Association" means the above-named
Association.
"The Council" means the persons for the time
being occupying the position of Directors of
the Association.
"In writing" means written or printed, or
partly written or partly printed.
Words importing the singular number only,
include the plural number and vice versa.
Words importing the masculine gender only,
shall include the feminine gender.
Words importing persons include firms and
corporations.
Subject as aforesaid any words or
expressions defined in the Statutes shall,
except where the subject or context forbids,
bear the same meanings in these articles.
===
8 [page number]
OBJECTS.
3. The Association is established for the purposes
expressed in the Memorandum of Association.
CAPITAL.
4. The capital of the Association is £100, divided
into shares of £1 each.
ALTERATION OF CAPITAL.
5. The Council may, with the sanction of an
Extraordinary Resolution of the Association, increase
the share capital by such sum, to be divided into
shares of such amount, as the resolution shall
prescribe.
PRIVATE COMPANY.
6. The Association is a "Private Company" within
the meaning of the Companies (-Consolidation-) Acts
1908, ^and 1913^ and accordingly (A) no invitation
shall be issued to the public to subscribe for any
shares, debentures or debenture stock of the
Association; (B) the number of the members of the
Association (exclusive of persons, ^who are^ in the
employment of the Association^, and of persons who
having been formerly in the employment of the
Association who while in such employment so be
members of the association^ shall be limited to
fifty, and (C) the right to transfer the shares of
the Association is restricted in manner and to the
extent hereinafter appearing.
SHARES.
7. The shares shall be at the disposal of the
Council, and they may allot or otherwise dispose of
them to such persons at such times and generally on
such terms and conditions as they think proper,
provided that no shares shall be issued at a discount.
8. No person shall be recognised by the Association
as holding any share upon any trust, and the
Association shall not be bound by or recognise any
equitable, contingent, future or partial interest in
any share or any interest in any fractional part of a
share, or any other right in respect of any share
except an absolute right to the entirety thereof in
the registered holder.
CALLS ON SHARES.
10. The Council may, subject to any conditions of
allotment, from time to time make such calls upon the
members in respect of all moneys unpaid on their
shares as they may think fit, provided that seven
days' notice at least is given of each call,
===
9 [page number]
and each member shall be liable to pay the amount of
every call so made upon him to the persons and at the
times and places appointed by the Council. A call may
be made payable by instalments. A call shall be deemed
to have been made as soon as the resolution of the
Council authorising such call shall have been passed.
TRANSFER OF SHARES.
11. No transfer of any share in the capital of the
Association shall be registered without the previous
sanction of the Council, who may, without assigning
any reason, decline to give any such sanction, and
shall so decline in the case of any transfer the
registration of which would involve a contravention
of Article 6 hereof. The Council may also suspend the
registration of transfers during the fourteen days
immediately preceding the Ordinary General Meeting in
each year.
GENERAL MEETINGS.
12. A General Meeting shall be held once in each
year at such time (not being more than fifteen months
after the holding of the last preceding General
Meeting) and place as the Council shall appoint.
13. The business of the meeting shall be--
(A) To receive the report of the Council.
(B) To receive and adopt the balance sheet
of the Association.
(C) To elect the Council for the ensuing year.
(D) To elect an Auditor or Auditors, and
(E) To transact such other business as shall be
specified in the notice convening the
meeting.
EXTRAORDINARY GENERAL MEETINGS.
14. The Council shall have power to convene at any
time an Extraordinary General Meeting of the members
of the Association, and at such meeting no matters
shall be taken into consideration except those
specified in the notice convening the same.
PROCEEDINGS AT GENERAL MEETINGS.
15. Seven days' notice at the least (exclusive of
the day on which the notice is deemed to be served,
but inclusive of the day on which the notice is given)
specifying the place, the day and hour of the meeting,
and in case of special business the general nature
B 3793 [at bottom of page]
===
10 [page number]
of the business shall be given of all General Meetings
in manner hereinafter mentioned to all the members of
the Association, but the non-receipt of the notice by
any member shall not invalidate the proceedings at any
General Meeting.
16. Three members personally present shall be a
quorum for all General Meetings.
17. If within half an hour from the time appointed
for the meeting a quorum is not present, the meeting,
if convened upon the requisition of members, shall be
dissolved, in any other case it shall stand adjourned
to the same day in the next week, at the same time and
place, and, if at the adjourned meeting a quorum is
not present within half an hour from the time
appointed for the meeting, the members present shall
be a quorum.
18. At any General Meeting a resolution put to the
vote of the meeting shall be decided on a show of
hands, unless a poll is (before or on the declaration
of the result of the show of hands) demanded by at
least three members, and unless a poll is so demanded,
a declaration by the Chairman that a resolution has,
on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and
an entry to that effect in the book of the proceedings
of the Association, shall be conclusive evidence of
the fact, without proof of the number or proportion of
the votes recorded in favour of, or against, that
resolution.
19. If a poll is duly demanded it shall be taken in
such manner as the Chairman directs, and the result of
the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
20. In the case of an equality of votes, whether on
a show of hands or on a poll, the Chairman of the
meeting at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a
second or casting vote.
VOTE OF MEMBERS.
21. On a show of hands every member who is present
in person shall have one vote. On a poll every member
shall have one vote for each share of which he is the
holder.
22. On a poll votes may be given either personally
or by proxy.
23. The instrument appointing a proxy shall be in
writing under the hand of the appointor or of his
attorney duly authorised in writing, or, if the
appointor is a corporation either under the
===
11 [page number]
common seal or under the hand of an officer or
attorney so authorised. No person shall act as a
proxy unless either he is entitled on his own behalf
to be present and vote at the meeting at which he
acts as proxy, or he has been appointed to act at
that meeting as proxy for a corporation.
24. The instrument appointing a proxy and the power
of attorney or other authority, if any, under which it
is signed, or a notarially certified copy of that
power or authority shall be deposited at the
registered office of the Association, not less than
forty-eight hours before the time for holding the
meeting at which the person named in the instrument
proposes to vote, and in default the instrument of
proxy shall not be treated as valid.
25. An instrument appointing a proxy may be in
the following form, or in any other form which the
Council shall approve:--
"INTERNATIONAL BIBLE STUDENTS ASSOCIATION.
"I, ,
"of ,
"in the County of , being a member
"of the INTERNATIONAL BIBLE STUDENTS ASSOCIA-
"TION, hereby appoint ,
"of ,
"as my proxy, to vote for me and on my behalf
"at the [Ordinary or Extraordinary as the case
"may be] General Meeting of the Association,
"to be held on the day of , and
"at any adjournment thereof."
"Signed the day of 19 ."
COUNCIL AND MANAGEMENT.
26. Until otherwise determined by a General
Meeting, the number of members of the Council shall
not be less than two nor more than five. The first
members of the Council shall be determined in writing
by a majority of the subscribers of the Memorandum of
Association, and the persons so elected shall hold
office until the Ordinary General Meeting in the year
1915, when they shall all retire. A retiring member of
the Council shall be eligible for re-election, and
shall act as a member of the Council throughout the
meeting at which he retires.
27. The qualification of a member of the Council
shall be the holding of at least one share in the
Association, and it shall be his duty to comply with
the provisions of Section 73 of the Companies
(Consolidation) Act 1908.
===
12 [page number]
28. The continuing members of the Council may act
at any time, notwithstanding any vacancy in their
body, provided always that in case the member of the
Council shall at any time be reduced in number to less
than two it shall be lawful for the remaining member
of the Council to act for the purpose of filling up
vacancies in the Council or summoning a General
Meeting of the Association, but not for any other
purpose.
29. The Council shall from time to time elect a
President, who shall preside as Chairman at all
General or other Meetings of the Association and of
the Council, and a Vice-President, who shall preside
as Chairman in the absence of the President. If at
any meeting the President and Vice-President be not
present within ten minutes after the time appointed
for holding the same, the members of the Council
present may choose one of their number to be Chairman
of such meeting.
30. Two members of the Council shall form a quorum
31. The Council shall, subject to the regulations
of these Articles have power to frame regulations for
their own government, to appoint sub-committees, and
to delegate to them any of the powers of the Council.
32. The Council shall have power to fill up any
vacancy in the Council, and any member so elected
shall retain office until the next General Meeting,
when he shall be eligible for re-election.
33. The Council shall have the management and
application of the funds and other property of the
Association, and generally the management of all the
affairs and concerns of the Association.
DISQUALIFICATION OF MEMBERS OF COUNCIL.
34. The office of a member of the council shall
be vacated
(1) If by notice in writing to the Association
he resigns the office of a member of the
Council.
(2) If he absents himself from the meetings of
the members of the Council during a
continuous period of six months without
special leave of absence from the Council,
and they pass a resolution that he has by
reason of such absence vacated office.
(3) If the members at an Extraordinary General
meeting pass a resolution calling upon him
to resign his office.
BORROWING.
35. The Council may at any time borrow or raise for
the purposes of the Association from the members of
the Council or ordinary members or any other persons
such sums of money and at
===
13 [page number]
such rates of interest as the Council may think proper
and may secure the repayment of such sums by mortgage
or charge upon the whole or any part of the property
or assets of the Association in such manner and upon
such terms and conditions and with such security as
the Council shall determine.
THE SEAL.
36. The Common Seal of the Association shall,
unless otherwise determined by the Council, not be
affixed to any instrument of the Association except
by the authority of a resolution and in the presence
of at least two members of the Council and such
members shall sign every instrument to which the seal
shall be affixed in their presence and in favour of
any person bona fide dealing with the Association such
signatures shall be conclusive evidence of the fact
that the seal has been properly affixed.
INDEMNITY.
37. The members of the Council and other officers
for the time being of the Association and the trustees
(if any) for the time being acting in relation to any
affairs of the Association and every one of them and
each and all of their heirs, executors and
administrators shall be indemnified and secured
harmless out of the assets of the Association from and
against all actions, costs, charges, losses, damages
and expenses which they or any of their heirs,
executors and administrators shall or may incur or
sustain by or by reason of any act done, concurred in
or omitted in or about the execution of their duties
in their respective offices or trusts except such (if
any) as they shall incur or sustain by or through
their own wilful neglect or default respectively and
none of them shall be answerable for the acts,
receipts, neglects or defaults of the other or others
of them or for joining in any receipt for the sake of
conformity or for any bankers or other persons with
whom any moneys or effects belonging to the
Association shall or may be lodged or deposited for
safe custody or for the insufficiency or of any
deficiency in any security upon which any moneys of
or belonging to the Association shall be placed out
or invested or for any other loss, misfortune or
damage which may happen in the execution of their
respective offices or trusts or in relation thereto
except the same shall happen by or through their own
wilful neglect or default respectively.
ACCOUNTS.
38. The Council shall cause true accounts to be
kept:--
(A) Of the sums of money received and expended
by the Association and the matter in
respect of which such receipts and
expenditure takes place; and
(B) Of the assets and liabilities of the
Association.
B 3793 [at bottom of page]
===
14 [page number]
39. The books of account shall be kept at the
registered office of the Association or at such other
place as the Council from time to time determine and
shall be always open to the inspection of the members
of the Council.
40. A balance sheet shall be made out in every year
and laid before the Association in General Meeting made
up to a date not more than six months before such
meeting.
AUDIT.
41. Auditors shall be appointed and their duties
regulated in accordance with Sections 112 and 113 of
the Companies (Consolidation) Act 1908, or any
statutory modification thereof for the time being
in force.
NOTICES.
42. A notice may be given by the Association to any
member either personally or by sending it by post to
him to his registered address, or (if he has no
registered address in the United Kingdom) to the
address, if any, within the United Kingdom supplied
by him to the Association for the giving of notices
to him.
43. Where a notice is sent by post, service of the
notice shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing
the notice and unless the contrary is proved to have
been effected at the time at which the letter would be
delivered in the ordinary course of post.
44. If a member has no registered address in the
United Kingdom and has not supplied to the Association
an address within the United Kingdom for the giving of
notices to him a notice addressed to him at the
registered office of the Association shall be deemed
to be duly given to him at the time at which the
letter shall be delivered to the registered office of
the Association.
===
15 [page number]
We, the several persons whose names are subscribed,
agree to take the number of shares in the capital of
the Association set opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Number of Shares taken by each Subscriber.
Jesse Hemery
34, Craven Terrace
Minister of the Gospel
Three
M J Sheam (?)
34 Craven Terrace
Minister of the Gospel
Three
W Crawford
34 Craven Terrace
Accountant
Three
J F Rutherford
34 Craven Terrace
American Counsellor at Law
Three
Dated this 29th day of June, 1914.
Witness to the above Signatures--
-------- [signature unclear]
Clerk to
A. J. GREENOP & CO.,
Solicitors,
Bush Lane House,
Cannon Street,
London,
E.C.
_________________________________________
DISCLAIMER: Although it is believed by the writer than the information here presented has been transcribed from original sources accurately, there may be mistakes and/or omissions present.
* Formatting
The text of the original document has been reformatted here for the purpose of presentation.
* Source of Information
UK Companies House
* Verification
For a small fee (currently one British pound), you can obtain a copy of the original document in electronic format, downloadable via the UK Companies House website. Go to wck2.companieshouse.gov.uk, do a search using the company number 136726, click on 'Order information on this company' to bring up a list of files available, and select the file identified as 'NEWINC 30/06/1914 INCORPORATION DOCUMENTS'.
International Bible Students Association 1914 New Incorporation Documentation
by JWB 1 Replies latest jw friends
-
JWB