LD 2610 1874 Copy 1 Johns Hopkins University CHARTER, EXTRACTS OF WILL, OFFICERS AND BY-LAWS. / Johns Hopkins University. CHARTER, EXTRACTS OF WILL, OFFICERS AND BY-LAWS. BALTIMORE: Printed by John Muephy & Co. 182 Baltimore Street. 18 74. 7^ 1^1 By oversight throughout, the Corporate name is given as " The Johns Hopkins' University " — should be " The Johns Hopkins University." OFFICERS. President : GALLOWAY CHESTON. Treasuher : FRANCIS WHITE. Secretary : WILLIAM HOPKINS. Board op Trustees: GALLOWAY CHESTON, FRANCIS T. KING, LEWIS N. HOPKINS, THOMAS M. SMITH, WILLIAM HOPKINS, JOHN W. GARRETT, Judge GEO. W. DOBBIN, Judge GEO. WM. BROWN, Dr. JAMES C. THOMAS, CHARLES J. M. GWINN, REVERDY JOHNSON, Jr , FRANCIS WHITE. COMMITTEES. Executive Committee: REVERDY JOHNSON, Je., Judge GEO. W. DOBBIN, Judge GEO. WM. BROWN, CHARLES J. M. GWINN, Dr. JAMES C. THOMAS, GALLOWAY CHESTON, ex officio. Finance Committee : JOHN W. GARRETT, FRANCIS T. KING, GALLOWAY CHESTON, ex officio. Building Committee: Judge GEORGE W. DOBBIN, FRANCIS T. KING, THOMAS M. SMITH, LEWIS N. HOPKINS, GALLOWAY CHESTON, ex officio. Committee in Charge op the Clifton Grounds REVERDY JOHNSON, Jr., FRANCIS WHITE, GALLOWAY CHESTON, ex officio. Extracts from Will. g "I give, devise and bequeath unto 'The Johns Hopkins'^ University,' a corporation formed at my instance under the laws of Maryland, by certificate duly recorded among the Records of Baltimore County, my country place known as 'Clifton,' con- taining about three hundred and thirty acres, and all the shares of the capital stock of the Baltimore and Ohio Railroad Company, whereof I shall die possessed, (except the stock known as preferred stock of said Company, upon which a dividend of six per centum and no more is payable by said Company,) and I recommend the said ' The Johns Hopkins' University' not to dispose of the said capital stock, or of the stock accruing thereon by way of increment or dividend, but to keep the said stock and said increment, or dividend stock, if any, as an investment ; and I direct that the buildings, necessary for the purposes of the said ' The Johns Hopkins' University,' shall be constructed out of the money dividends as they accrue on said stock ; and that the said University and the trustees should maintain the said University, afterwards, out of its receipts from scholars, and out of the annual revenue derived from the devise and be- 6 (|ucst hereby made, without encroaching upon the principal fund. And I further enjoin upon the said University, and the trustees thereof, the duty of voting and representing the said stock with diligence, zeal, and perfect fidelity to the trust I have reposed in them, especially desiring that each and every trustee thereof will abstain from all action which may tend to subordinate the Baltimore and Ohio Railroad Company to any political influence or management, and will, at all times, use his or their influence or power with the purpose of promoting its usefulness, and the value of the stock of that company, which I have hereby bequeathed. And I further request the trustees of the said University to establish, from time to time, such number of free scholarships in the said University as may be judicious, and to distribute the said scholarships amongst such candidates from the States of Maryland, Virginia and JN'orth Carolina, as may be most deserving of choice, because of their character and intellectual prom- ise ; and to educate the young men, so chosen, free of charge." From First Codicil. "And whereas, by my said last will and testa- ment, I did give, devise and bequeath all the rest, residue and remainder of the estate of which I might be seized or possessed at my death, and whieh was not otherwise disposed of by my said last will and testament, or by any codicil or codi- cils made thereto, or by gift or otherwise in my lifetime, unto such persons of my kindred as would be entitled to such rest, residue and remainder of my estate, if such rest, residue and remainder had constituted my whole estate, and I had departed this life intestate ; "And whereas, upon due consideration, believ- ing that my said kindred have been otherwise sufficiently provided for by my said last will and testament, and by this codicil, I have determined to dispose otherwise of the said rest, residue and remainder of my real and personal estate ; " Now I do hereby revoke the said devise and bequest so made of all the rest, residue and re- mainder of my estate; and I do hereby give, devise and bequeath all the said rest, residue and remainder of the estate, real and personal, of which I shall be seized or possessed at my death, of what- soever nature and description the same may be, to ' The Johns Hopkins' University ' and to ' The Johns Hopkins' Hospital,' as tenants in common, and not as joint tenants, to be equally divided between them, share and share alike; the share of each corporation in the said rest, residue and 8 remainder of my real and personal estate to be held, used and applied by such corporation in, for and to its corporate purposes, in accordance with the provisions of its existing certificate or charter of incorporation, or with the provisions of such Act or Acts of Assembly amending its certificate or charter of incorporation as the trustees thereof may procure to be passed and accepted." Certificate of Incorporation. Know all men by these presents, that we, Thomas M. Smith, William Hopkins, Lewis N. Hopkins, John W. Garrett, Alan P. Smith, John Fonerden, G-eorge W. Dobbin, George M. Gill, An- drew Sterett Ridgely, Thomas Donaldson, James A. L. McClure and Charles J. M. Gwinn, being- citizens of the United States of America, and of the State of Maryland, and being desirous to form a corporation for the purpose of organizing an "University," for the promotion of education in the State of Maryland, do hereby declare and certify that we do, by this instrument of writing, and by virtue of and under the provisions of an Act of the General Assembly of Maryland, passed at the January session thereof in the year eighteen hundred and sixty-seven, and being the Act of eighteen hundred and sixty-seven, chapter three hundred and seventy-nine, form a corporation, under the name of " The Johns Hopkins' Univer- sity," for the promotion of education in the State of Maryland, which shall be governed and con- trolled by twelve Trustees, who shall manage the concerns thereof, and which said twelve trustees shall be Francis T. King, Lewis JN". Hopkins, 2 ' 10 Thomas M. Smith. William Hopkins, John Fon- erden,* John W. Garrett, Francis White, Charles J. M. Gwinn, Galloway Cheston, George W. Dobbin, Reverdy Johnson, junior, and George William Brown, and which said University shall be located in Baltimore County, in the State of Maryland. Witness our hands and seals, set hereto on this twenty-fourth day of August, in the year eighteen hundred and sixty-seven. Thomas M. Smith, [seal.] William Hopkins, [seal.] Lewis JNT. Hopkins, [seal.] John W. Garrett, [seal.] Alan P. Smith, [seal.] John Fonerden, [seal.] George W. Dobbin, [seal] George M. Gill, [seal.] Andrew Sterett Ridgely, [seal.] Th. Donaldson, [seal.] James A. L. McClure, [seal.] Charles J. M. Gwinn, [seal.] Witness : Allen E. Forrester. *0n the death of John Fonerden, Dr. James Carey Thomas was elected to fill the vacancy. 11 State of Maryland, Baltimore City, to wit: I hereby certify that on this twenty -fourth day of August, in the year eighteen hundred and sixty- seven, before me, a Justice of the Peace, of the State of Maryland, in and for the city of Baltimore aforesaid, and being an officer competent to take the acknowledgment of deeds, personally appeared Thomas M. Smith, William Hopkins, Lewis JN". Hopkins, John W. Garrett, Alan P. Smith, John Fonerden, Greorge W. Dobbin, George M. Gill, iVndrew Sterett Ridgely, Thomas Donaldson, James A. L. McClure, and Charles J. M. Gwinn, and did severally acknowledge the foregoing certificate, or instrument of Avriting, to be their respective act and deed. Allen E. Forrester. By-Laws. I. The Officers of the Board shall consist of a President, a Secretary, and a Treasurer, who shall be annually chosen from the members of the Board by ballot, at the first stated meeting of the Board after the first day of January. II. The duties of the President shall be to preside at all meetings of the Board, — to call special meet- ings at such times as he may think the business of the Institution shall require him so to do, or at such times as he may be requested by two members of the Board so to do ; and at all meetings to pre- sent the business in the order hereinafter specified. He shall also exercise a general superintendence over all the afi'airs of the Institution, and bring such matters to the attention of the Board as he may think require it. III. The duty of the Secretary shall be to keep fair minutes of the proceedings of the Board of Trus- tees, to conduct and preserve the correspondence 13 of the Board, and to give all notices of meetings of the Board, and notices of appointments on committees, when the members appointed are not present at the meeting at which the appointment is made. IV. The duties of the Treasurer shall be to cause to be collected, and keep safely, and disburse as may be required under regulations, hereafter to be adopted, the funds of the Institution. To keep, or cause to be kept, full books of account, and vouchers of all his transactions, and report the same to the Board as required. He shall give bond with approved security for the faithful per- formance of his duty, in such penalty as the Board may require. V. There shall also be the following Standing Com- mittees, viz : An Executive Committee of five members of the Board. A Finance Committee, of two members of the Board. A Building Committee, of four members of the Board. Of each of these Committees the President shall be ex officio member. 14 VI. The Executive Committee shall have committed to it matters of general interest to the Institution, not specially appropriate to the Finance Committee or the Building Committee. The Finance Committee shall have committed to it all matters of financial interest, which the Board may think will require their consideration and action. The Building Committee shall have committed to it the consideration of all plans of buildings and other improvements necessary for the Institu- tion, and their execution when adopted by the Board. VII. The Board shall hold stated monthly meetings on the first Monday in every month, except when such meeting shall be dispensed with by a vote ; and other special meetings, when the President shall think such necessary to be convened, or which he may call at the request of two members of the Board; and at all meetings of the Board seven members shall constitute a quorum. The order of business at all meetings shall be as follows : 1. The Reading of the Minutes of the last meet- 15 2. Reports of Standing Committees. 3. Reports of Special Committees. 4. Report of the Treasurer. 5. Other Business. YIII. These By-Laws may be altered or suspended at a stated meeting by a vote of two-thirds of the members of the whole Board. LIBRARY OF CONGRESS 029 949 587^