STATE OF TENNESSEE
CHARTER OF INCORPORATION
BE IT KNOWN, That we, C. H. Mason, R. R. Booker, E. R. Driver, D. J. Young, C. C. Fredrick, M. Barker, J. Bowe, R. H. I. Clark, E. M. Page, Wm. Curtis, D. Bostic and Mack Jonas, and their successors chosen under the usages and regulations of the Church of God in Christ by which they are appointed and holding office at the pleasure of the said Church are hereby constituted a body politic and corporate by the name and style of
"THE GENERAL BOARD OF THE CHURCH OF GOD IN CHRIST OF AMERICA"
The purpose for which the charter is sought is in accordance with Chapter 31, of the Acts of the General Assembly of Tennessee of the year 1915, and in accordance with the resolution adopted by the General Assembly of the Church of God in Christ held in the City of Memphis, Shelby County, Tennessee from November 25, 1922 to December 15, 1922 this in words and figures as follows, to-wit:
RESOLUTION PASSED BY THE DELEGATES IN A MEETING OF THE
CONVOCATION ON DECEMBER 10, 1922.
RESOLVED:
That "The General Assembly" of the Church of God in Christ in its General Convocation held in the City of Memphis, Shelby County, Tennessee do hereby nominate and appoint:-
C. H. Mason D. J. Young J. Bowe,
R. R. Booker, C. C. Fredrick, B. H. I. Clark,
E. R. Driver V. M. Barker, E. M. Page
Wm. Curtis D. Bostic Mack Jonas
and do hereby authorize the heretofore named, the same being a member of the overseers of the several states in which the "Church of God in Christ" are carrying on the worship of God according to the usages and regulations of the said religious denomination to apply to the State of Tennessee for a charter incorporating themselves into a body politic under the name and style of "The General Board of the Church of God in Christ of America".
The purpose for which the said Charter is sought is to hold in trust for the use and benefit of the said Church all the real estate, and personal property of the said Church wherever located or situated.
Be it further resolved that the said term of the heretofore named Board shall be held for a term at the pleasure and will of the General Assembly of the Church of God in Christ.
The said Church shall have the power to appoint the successors of the heretofore named at its annual convocation.
Be it further resolved that the said resolution when adopted shall be apread upon the minutes of the said convocation and that a copy of the same be inserted and incorporated in the Articles of Incorporation of the said "Board".
Passed this 10th day of December, 1922.
E. R. Driver Chairman
A true Copy
Attest:
J. E. Bryant,
Sect’y.
SPECIAL PURPOSES:
And to theses ends the said corporation may purchase, own, equip, furnish and maintain churches, temples, schools and hospitals as a place for the believers and people of their faith and denomination and to lease
????? ey when necessary for the carrying on of the business of the corporation: sell and make title to any real estate or other property owned by the said corporation; employ all necessary agents for the transaction of the business of the corporation; to solicit, collect and receive subscriptions in money and otherwise, legacies and devise to be used in the aid of forwarding any and all purposes of the corporation; purchase or rent all necessary printing presses, type, material for the printing and disseminating the literature of the said denomination and for the purpose of carrying on the work of the corporation.
But in all transactions the said corporation is to be governed by the rules and regulations of the said Church of God in Christ so far as the same are not inconsistent with the constitution of the State and the laws of the land.
GENERAL PURPOSES:
The general purpose of the said corporation shall be to sue and be sued in its corporate name; to have and use a common seal which it may alter at pleasure; if no common seal then the signature of any duly authorized officer shall be legal and binding; to purchase and hold, or receive by gift, devise or bequest in addition to the personal property owned by the corporation real estate necessary for the transaction of corporate business and also to purchase and accept real estate in payment or part payment of any debt due the said. corporation and to sell the same; to borrow money and pledge the corporate property as security thereof for the transaction of all necessary business of the corporation and to establish and make all rules and regulations not inconsistent with the laws and constitution of the State and of the United States of America and not contrary or inconsistent to the constitution, rules and regulations and usages of the said Church of God in Christ, which may be deemed expedient for the management of the corporate affairs and to appoint such subordinate officers in addition to president and secretary not chosen by the governing body of the said Church of God in Christ as the business of the corporation may require and as are not forbidden by the rules and regulations of the said Church of God in Christ and to elect officers and fix compensation for the same provided, however, the same be prohibited by the Church of God in Christ.
The said incorporation shall after a convenient time after the registration of this Charter in the office of the Secretary of State elect from their number a president, secretary and treasurer or the last two officers may be combined in one and said officers; said officers and the other incorporators to constitute the first Board of Directors; 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 of the Church of God in Christ. The Board of Directors may have the power to increase the number of directors from twelve to thirty-six provided, however, the same, be ordered by a resolution of the General Convocation of the Church of God in Christ. And the first or any subsequent Board of Directors may have the power to elect other members provided the same is not prohibited by the aforesaid Church. And who upon acceptance of membership shall become corporators equally with the original corporators. The term of all officers may be fixed by the by-laws of the said corporation provided, however, the same is not inconsistent with the will and pleasure of the said Church of God in Christ. All officers hold over until their successors are duly elected and qualified.
The general welfare of society not for 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 dividend or profit shall be divided among the members. The members may at any time dissolve the corporation provided the consent be had of the majority of the Church of God in Christ 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.
The violation of any of the provisions of this Charter shall subject the corporation to dissolution at the instance of the State of Tennessee.
This Charter is subject to modification and amendment and in case said modification and amendment is not accepted, corporate business is to cease and the assets and property for payment of the debts shall be conveyed as aforesaid to some other corporation holding a Charter for purposes not connected with individual profit but for the furtherance of the worship and the faith of the Church of God in Christ. Acquiescence not in modification
thus declared shall be determined in a meeting specially called for that purpose and only those in favor of the modification shall thereafter compose corporation, provided, however, the same is done at the will and pleasure and not inconsistent with the rules and regulations and usages of the Church of God in Christ.
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 as set forth declared in the foregoing instrument this, the 13th day of December, 1922.
State of Tennessee
Shelby County
Personally appeared before me, R. C. Strehl, Deputy Clerk of the County Court of said County, R. H. I. Clark, the within named petitioner, with whom I am personally acquainted and who acknowledged that he executed the within instrument for the purposes therein contained.
Witness my hand at office, this 14th day of December, A. D. 1922.
STATE OF TENNESSEE SHELBY COUNTY
Personally appeared before me, R. C. Strehl, Deputy Clerk of the County Court of Shelby County aforesaid, R. H. I. Clark, subscribing witness to the within Charter of incorporation, who, being first sworn, deposes and says that he is acquainted with C. H. Mason, E. R. Driver, C. C. Frederick, J. Bowe, Wm. Curtis, Mark Jonas, R. H. I. Clark, E. M. Page, D. Bostick, B. M. Barker, R. R. Booker, D. J. Young, the incorporators and that they acknowledged the same in his presence to be their act and deed upon the day it bears date.
Witness my hand, at office, this 14 day of December, 1922.
State of Tennessee Shelby County
Filed for registration December 14, 1922 at 1.05 o’clook P. M. and noted in Note Book No. 44, page 100 and was recorded December 14, 1922 in Record Book No. 27, page 627, Fee $3.OO paid.
I, Ernest N. Haston, Secretary of State, do hereby certify that the above charter with certificates attached the foregoing of which is a true copy was this day registered and certified to by me.
This December 18, 1922.
Ernest N. Haston,
Secretary of State
