ARTICLES OF INCORPORATION

Pine Mountain Settlement School
Series 03: Governance

ARTICLES OF INCORPORATION


TAGS: Articles of Incorporation ; governance ; Pine Mountain Settlement School administration ; administration ; PMSS Board of Trustees ; Elizabeth Hench ; Statement of Corporation ; certificate ; Burton Rogers ; board reports ; board meetings ; stockholders ; General Advisory Board ; executive committees ; membership certificates ; treasurers ; contributions ; receipts ; pledges ; fundraising ; objects ; certificates of proficiency ; Secretary of State ; Corporate Process Agent Certificate ; Alvin Boggs ;


PLANNING FOR THE ARTICLES OF INCORPORATION

The following board report includes the planning for the document “Articles of Incorporation.” It is not the official document drafted and signed by the Board of Trustees, as indicated in these minutes of the 1914 Board meeting in Lexington.

GALLERY – BOARD REPORT 

TRANSCRIPTION – BOARD REPORT

[board_1913-21-0111.jpg] Carbon copy of typewritten report.

[Header] PINE MOUNTAIN SETTLEMENT SCHOOL, INC.
PINE MOUNTAIN, HARLAN COUNTY
KENTUCKY

EXECUTIVE COMMITTEE
Miss Katherine Petit [sic]*
Miss Ethel de Long

TREASURER
C.N. Manning
Security Trust Co.
Lexingto[indecipherable]

The first annual meeting of the Board of Trustees of the Pine Mountain Settlement School was held in the Directors’ room of the Security Trust Company, at Lexington, Kentucky, January 3, 1914, at three o’clock. The members present were:

Miss Katherine Petit
Mrs. J.R. Morton
Samuel M. Wilson
Miss Ethel de Long
Charles N. Manning
Miss Elizabeth Hench

At the request of the President of the Board, Miss Petit, Mrs. Morton took the chair. The Secretary read the minutes of the first meeting of the Board on January 4, 1913. Minutes were approved.

Certain of the articles of incorporation were read and discussed. According to the laws of Kentucky, a majority of the members of the Board of Incorporation must be present at all meetings to make the action of the Board legally binding. The legal entity of the school must therefore reside in a board of Trustees who could be counted on for presence at the annual meetings,…

[board_1913-21-0121.jpg] Carbon copy of typewritten report, continued

…this practically requiring the majority of the stockholders to be residents of Kentucky, since it is impossible for the other Board members to assure their presence. It was decided to create a General Advisory Board with a membership limited to one hundred, having the power to direct and shape the policies of the school, to vote at all Board meetings, and to control the actions of the Board of Trustees. All members of the original Board of Trustees were to become members of the General Advisory Board, and from the General Advisory Board the legal representatives were to be chosen. The Board of Trustees is the entity required by the State of Kentucky to form the corporation, and to give it legal standing.

It was therefore moved by Mr. Wilson, seconded by Mr. Manning, that a board be created, not to exceed one hundred, to be know as the General Advisory Board, selected by the Executive Committee, to have such power and authority as may be conferred by the Executive Committee, subject to the ratification of the Board of Trustees. Motion carried.

A motion in regard to the membership of the corporation was passed. The Executive Committee shall issue membership certificates to such persons as shall be designated by the Board of Trustees, or in the recess…
2

[board_1913-21-0131.jpg] Carbon copy of typewritten report, continued

…of the Board of Trustees, the Executive Committee, and to these persons certificates of membership shall be issued under the authority of said Board of Committee.

The number of Trustees was placed at seven, and the terms of office were limited as follows:

2 Board members shall be elected to serve one year
2 ” ” ” ” ” ” ” two years
3 ” ” ” ” ” ” ” three “

Then the members of the Board of Trustees were elected and their terms were determined by lot.

Miss Petit and Mr. Wilson for one year
Miss de Long and Mrs. Norton for two years
Mr. Manning and Miss Hench and Miss Sullivan, three years

This election closed the formation of the legal Board of Trustees.

The General Advisory Board was appointed and the election of officers followed.

President Mrs. G[indecipherable] Morton, Lexington, Ky
Vice-President Samuel M. Wilson, Lexington, Ky
Secretary Miss Elizabeth Hench, Indianapolis, Ind.
Treasurer Charles N. Manning, Lexington, Ky

3

[board_1913-21-0141.jpg] Carbon copy of typewritten report, continued

Calvin N. Kendall, Trenton, N.J.
Miss Elizabeth Moore, St. Louis, Mo.
Miss Katherine Petit,  Pine Mountain, Ky
Miss Viola Sullivan, Winchester, Mass.
Miss Ethel de Long, Pine Mountain, Ky
Dr. Willis H. Butler, Old South Church, Boston
Francis Taylor, Philadelphia, Pa.
Miss Mary Rockwell, Kansas City, Mo.

Executive Committee:
Miss Petit
Miss de Long
Mr. Manning

[Strikethrough was done at a later unknown date] From this Board the board of Trustees was elected:
Mrs. Morton
Mr. Manning
Mr. Wilson
Miss Hench
Miss Pettit
Miss Sullivan
Miss de Long

Statements were read by the treasurer, showing the gifts and subscriptions and the expenditures for the past year:
4

[board_1913-21-015.jpg] Carbon copy of typewritten report, continued

Receipts from October 1, 1912, to January 1, 1914,
Unclassified Contributions, $9236.13

Classified Contributions:
Office Supplies 50.00
Victrola 150.00
Books and Magazines 100.00
Hospital and nurse 80.00
Industrial work 450.00
Scholarships 175.00
Timber 977.00
Boys Club 25.00
Organ 60.00
Family House 2000.00
School Building, fencing, etc. 1566.05
Christmas 58.50
Sale of Calendars 103.70
Receipts other than Contributions 457.58

Total $15488.96

Pledges:
Family House $4000.00
Timber 1000.00
Running Expenses 50.00
Building Fund 112.00
Annual Subscriptions 641.00

total $21291.96

January 1, 1914
Ethel de Long
5

[board_1913-21-016.jpg] Carbon copy of typewritten report, continued

Totals to December 1, 1913

Postage                       Dr $193.33        Cr $27.70
Office Supplies          Dr 335.35           Cr 2.12
Travelling Expenses Dr 416.58
Expense                      Dr 202.02           Cr 11.62
Cottage Expense       Dr  941.10          Cr 362.91
Salaries                       Dr  2379.15        Cr 8.07
Coal Bank                   Dr  72.40
Saw Mill                      Dr 2085.50[?]      Cr 4.15
Freight and Hauling Dr 548.66             Cr 18.90
Surveying                  Dr 165.17
Building                     Dr 2936.18           Cr 2.10
Farm                          Dr 758.54             Cr .40
Equipment                Dr 1108.93           Cr 19.61
Contributions           Dr  .75                  Cr 14589.88

Totals                Dr $12143.85       Cr $15047.46

Respectfully submitted
January 1, 1914 Ethel de Long

Approximate Cost of Log House to Dec. 1

Stone work $290.61
Well 94.15
Sawing 213.75
Hauling 372.07
Grading 12.00
Labor (unclassified) 257.82
Supplies 54.17

Total $1294.57
6

[board_1913-21-017.jpg] Carbon copy of typewritten document, continued

Cost of Raising Funds

Postage $193.34
Office Supplies 335.35
Travelling Expenses 350.00
Photos 200.00
Secretary 315.00
Self 166.66

$1660.35 or 7-7/10 %

A motion made by Mr. Manning was unanimously carried. The Executive Committee is to be highly commended for the remarkable work done during the past year.

The Executive Committee asked the opinion of the Board as to the way to meet daily expenses when there was no money in hand that was specifically for that purpose. The Board thought that a trust should be administered in accordance with the spirit of the trust, and hence money may be borrowed temporarily from a fund given for a specific purpose and later returned. In this way the daily necessities can be provided for and the operations under way need not be stopped.

Meeting adjourned.
[signed] Elizabeth Hench
Secretary

7


GALLERY – ARTICLES OF INCORPORATION

TRANSCRIPTION – ARTICLES OF INCORPORATION

[articles_incorp_article_III_001.jpg] Carbon copy of typewritten document.

[Handwritten notation in upper left corner: “Sent to Robert O. Dovette law Office for Grace Chander Estate.”]

ARTICLES OF INCORPORATION
OF
PINE MOUNTAIN SETTLEMENT SCHOOL

ARTICLE III
OBJECTS

The purpose and objects of the corporation shall be to found a Mountain school or schools for industrial, intellectual and moral training and education in the mountainous district of eastern Kentucky. The organization, management and activities of such school or schools shall be dominated by a Christian spirit and influences, but entirely free from anything of a sectarian or denominational character. The school or schools so to be established shall also serve as a social center for the people of the neighborhood and community in which same may be established. The corporation shall also have power to engage in such other activities, either of an education or business character, as may come within the scope of the main objects above declared, and may reasonably tend to subserve and promote these objects.

The corporation, or such school or schools as it may establish may not confer degrees, but it shall be authorized to grant such certificates of proficiency to graduates as to it may seem proper.

The corporation shall have power in its corporate name to contract and be contracted with, to sue and to be sued, to have and use a common seal and alter the same at pleasure; to receive and hold such property, real and personal, whether obtained by purchase, gift or devise, as may be necessary to carry on or promote the objects of the corporation, and may sell or dispose of such property at pleasure, unless the property shall have been received as a gift, or devise for some special purpose and, if so received, it shall be used and applied only for such purpose.

The corporation by its Board of Trustees may adopt such rules for the government and operation of the corporation and its affairs not inconsistent with law, as the Trustees may deem proper, but neither the corporation nor the school or schools to be established and maintained by it shall be operated, managed or used for private gain.

The corporation shall have no capital stock and shall exist and be maintained solely and exclusively for benevolent and educational purposes as hereinabove defined.

[articles_incorp_1974_003.jpg] Copy of typewritten cover letter for the Statement of Corporation]

1974 STATEMENT OF CORPORATION

[letterhead] State of KY Seal
COMMONWEALTH OF KENTUCKY
OFFICE OF SECRETARY OF STATE
FRANKFORT 40601[?]

Thelma L. Stovall
Secretary of State

Francis[?] M. T[indecipherable]
Assistant Secretary of State

April 10, 1974

Mr. Burton Rogers
Director Emeritus
PINE MOUNTAIN SETTLEMENT SCHOOL
Pine Mountain, Kentucky 40864

Dear Mr. Rogers:

We have reviewed our file on this corporation and find that it did not file the annual report for 1973. This oversight may be remedied by your simply writing on the report you now have “for Year 1973 & 1974”. The form should then be completed and returned to us with your check in the amount of $4.00, or $2.00 for each year.

The present process agent of this corporation is yourself. Should a new process agent be desired, enclosed is a Statement of Corporation which is utilized for this purpose. The fee for filing this form is an additional $5.00.

Finally, records show this to be a non-stock corporation.

If we may be of further assistance to you, please do not hesitate to call upon us.

Yours very truly,
[signed] Thelma L. Stovall
Thelma L. Stovall
Secretary of State
TLS:MFA/ab
Enc

[articles_incorp_1974_003.jpg] Official certificate: Statement of Corporation.

COMMONWEALTH OF KENTUCKY
Department of State
[State Seal]
Office of Secretary of State
Thelma L. Stovall, Secretary

Corporation Process Agent Certificate

Statement of corporation required by Kentucky Statutes, designating ALVIN BOGGS, PINE MT. SETTLEMENT SCHOOL, PINE MOUNTAIN, KENTUCKY 40864      as an agent, upon whom process may be served for the THE PINE MOUNTAIN SETTLEMENT SCHOOL     a domestic corporation (a Corporation of KENTUCKY   , has been received and filed in this office and said Corporation is now authorized to transact business in this State, subject to the restrictions imposed by law.

Witness my official signature this 2ND      day of May, 1974       
[signed] Thelma L. Stovall       Secretary of State
By [unsigned]        Assistant Secretary of State

[Seal with the words “COMMONWEALTH OF KENTUCKY DEPARTMENT OF CORPORATIONS”]
[Caption] SECRETARY OF STATE

*NOTE: Correct spelling for ‘Petit’ name throughout the document is “Pettit.”


See Also:

BYLAWS
CHARTER
GOVERNANCE

MISSION STATEMENTS

Series 03: ARTICLES OF INCORPORATION; CHARTER 1913-1947; BY-LAWS; MISSION STATEMENTS; CONTRACTS; WILLS