THE CONSTITUTION, a ZE3I .A. IR, T JB S, AND BY-LAWS OF THE ASHEVILLI FEMALE COLLEGE. LOCATED AT ASHEVILLE, N. C. ASHEVILLE s PRINTED BY R. M. STOKES. 18 6 9. %. •:£ m- A*IA MdMIM STOC53KM(D)IUIWEIR§o Whereas, The Holston Conference Female College, at Asheville, N. C, is largely indebted, and the lands, lots, hou- ses and appurtenances, with the furniture on hand previous to date of Mortgage, as well as that in the College Building proper, and that m the Steward's Hall — are all under mortgage, which has become absolute and must soon be foreclosed by sale, and it is feared that the property may pass into private hands and be appropriated to other purposes than that of Female Education. Now, to avert the calamity, and to preserve said property for the purposes of education, as first intended, with the ne- cessary additions and improvements thereto, the undersigned propose to form a Joint Stock Company, to become incorpo- rated under the laws of North Carolina, with a capital not less than thirteen thousand dollars, in shares of one hundred dol lars each, and to purchase and hold said property, real and personal, with such additions thereto as may become neces- sary, and to devote the same exclusively to female education, to be called the Asheville Female College, and to be managed by said corporation under the By-Laws of the Company, so as to be remunerative to the Stockholders and a blessing to the country. For the purpose of raising said Capital Stock we, the sub- scribers, agree to subscribe and pay the sums placed opposite our names, respectively, to be paid to Gen. R. B. Vance, Trustee for the proposed Company, as follows, viz : One- fourth in sixty days from the 15th inst., one-fourth by the 15th of August next, and the third installment of one-fourth by the 15th of November, and the remainder by the 1st of Jan., 1870. But if at the times when these several payments fall due the subscriber is noc prepared to pay the money, he may have six months to raise the same on payment of interest on such de- ferred installments. It is understood, however, that no subscription is to be called for until at least thirteen thousand dollars is subscribed. March 4th, 1869. f>$B7W ASHEVILLE FEMALE COLLEGE. SUBSCRIBERS' NAMES. NO. SHARES. E. Sluder, Two. James S. Kennedy, Twenty. L. K. Haynes, One. James L. Henry, Two. William Johnston, Five. William W. Stringfield, One. N. W. Woodfin, Five. G. M. Roberts, One. Thomas D. Johnston ....One. Daniel C. Stevenson, One. William M. Cocke, One. W. D. Rankin, .....Five. John D. Reynolds, One. A. T. Summey, One. J. R. Long, One. Sewel Phillips, One. Clayton, Ray & Burnett, Ten. R. M. Stokes, One. W. W. Smith, One. H. E. Sondley, Five. Susan T. Cox, Four. William P. Blair, One. Allen T. Davidson, i One. R. M. Henry, One. Thomas S. Edwards, Three. Melvin E. Carter, One. W. P. Welch, One. James P. Sawyer, One. Samuel L. Love, One. Charles Webb, Twenty. J. K. Stringfield, Twenty-five. Daniel Reynolds, Two Robert W. Pulliam, Two. I. V. Baird, One. James A. Webb, One. R. W. Pickens Three. W. W. Rollins, One. Russel L. Jones, f Two. Canada Cowan, One. C. Watkins, Three. R. K Price, One. Albert H. Dowell, Jr., One. John S. E. Summey, One. W&tM ASHEVILLE FEMALE COLLEGE. C'tMTIfiTIM Articles of Agreement entered into, for the Pro- motion and Encouragement of Female Education in Asheville, N. C. The undersigned enter into these Articles of Agreement for the purpose of promoting and encouraging Female Education in the Town of Asheville, N. C, and to that end propose to form a Corporate Company, by Letters Patent, on the terms of these Articles of Agreement under our hands and seals, by virtue of Act of General Assembly of N. C, Revised Code, chap. 26, and sections 14, 15, 16, IT, 18, 19 ; these Articles set forth before the Clerk of the Superior Court of Buncombe County, for the purpose of being forwarded to the Secretary of State and filed in the State Department, that the Letters Patent may be issued by the Governor declaring us and our successors a Corporation. Article 1st. It is agreed that the corporate name of this company shall be "The Asheville Female College." Art. 2d. The business proposed by this company, is the promotion and encouragement of Female Education upon sound christian principles, to be conducted by a President of the In- stitution, and such number of Professors and Instructors (male and female) as may be fixed by the By-Laws of the Corpora- tion, to be passed by the Stockholders. Art. 3d. The place proposed for said purposes is Ashe- ville, N. C. Art. 4th. The Corporation is desired for thirty years. Art. 5th. The undersigned subscribers, and their associates who may hereafter subscribe, and our successors shall consti- tute this company. Art. 6th. The Capital Stock to be $15,000, with the privi- lege of increasing it to $100,000, and each share to be one hundred dollars, to be subscribed and paid when called for. Art. 7th. The affairs of the company shall be managed (under the By-Laws passed and established by the Stockhold- ASHEVILLE FEMALE COLLEGE. ers) by a Board of nine Directors elected by the Stockholders, of whom one shall be President, and the President of the In- stitution shall be ex-officio, a member of the Board : Provided, 7iowever, That said Board shall not contract any debt whatso- ever without the written consent and direction of three-fourths in number of the Stockholders, owning at least three-fourths of the Capital Stock of the Company. Art. 8th. A meeting of the Stockholders cannot be held unless there be a majority of the Stockholders present, owning a majority of the shares ; Stockholders may be represented by proxy, but no one shall be a proxy unless he be a Stockholder, and every act (except contracting debt or enlarging capital stock) shall require a majority of votes present. Art. 9th. The capital stock cannot be increased except by a vote of three-fourths of the stockholders, owning at least three-fourths of the stock of the company. Art. 10th. The following is adopted as a scale of votes for the shares of this company : Each stockholder owning one share and not exceeding two shares shall have one vote ; three and not exceeding four shares, two votes; five and not ex- ceeding six shares, three votes ; seven and not exceeding eight hares, four votes ; nine and not exceeding ten shares, five votes ; eleven and not exceeding thirteen shares, six votes ; fourteen and not exceeding sixteen shares, seven votes ; sev- enteen and not exceeding twenty shares, eight votes ; twenty- one and not exceeding twenty-four shares, nine votes, and twenty-five shares ten votes ; and no person shall own more than twenty-five shares. Art. 11th. No one shall be a Director who is not a stock- holder. Art. 12th. If at any time it shall be determined to increase the capital stock, under the restrictions heretofore expressed, the stockholders who were such at the organization of this company, shall have the preference in the purchase of the shares so ordered to be issued and sold: Provided, Said purchaser does not by said purchase, increase his shares be- yond twenty-five. ASHEVILLE FEMALE COLLEGE. Art. 13th. Upon the complete organization of this Corpo- ration, and upon the payment of the amounts required for the shares of stock, certificates of stock for said shares shall issue, bearing upon their face six per cent, interest per annum, to be paid annually to the holders ; but no interest shall be paid for the first year. Art. 14th. If at any time a member of this Corporation shall desire to sell his stock, he shall be required to offer the same for sale to the present corporators, through the Board of Directors, at their regular meeting, and the same shall be ef- fectual only upon the proper transfer of said stock upon the books of the company ; and any sale made without first offer- ing the same to this Corporation as aforesaid, shall not be re- cognized or transferred upon the books of said company. Art. 15th. It is further agreed on the part of this Corpo- ration, that if the Holston Annual Conference shall, within two years from the complete organization of this company, pay to the members of this Corporation the money advanced by them, for the purchase of the property purchased by this Corporation, for the purposes hereinbefore enumerated, to- gether with all monies that may within that time be advanced for the repairs and necessary expenses of said property, and lawful interest thereon, that this Corporation will surrender to said Holston Conference the said property, &c, and execute to them proper deeds therefor. Art. 16th. Any of these rules or agreements may be altered by the concurrence of two-thirds in number and amount of the stock, on three months' notice of such proposed change: Pro- vided, That no amendment shall be made to change the object of this Association. And provided further, That to change the agreement in relation to contracting debts, or increasing the capita] stock, it shall require three-fourths in number and value of said stockholders. Art. 17th. It is contemplated and desired by this Corpo- ration to have power to purchase, hold, improve and keep up the College Building, Steward's Hall, and other buildings, real estate and property now belonging to the Holston Conference ;*» 95 ASHEVILLE FEMALE COLLEGE. Female College, in Asheville, N. C. It is agreed that the boarding of such pupils as do not live in Asheville, as well as the tuition of all, shall be provided for by this Association. Art. 18th. It is desired that the Letters Patent shall con- fer on this company all the rights, privileges and immunities usually granted to Female Colleges, and especially such pow- ers as have been granted and exercised by the Holston Con- ference Female College. (The foregoing articles were subscribed under seal, and for- warded to the Governor, as above indicated.) MTTElRg PATENT STATE OF NORTH CAROLINA. To all whom these Presents shall come, Greeting : Whereas, Charles Webb, James K. Stringfield, James S. Kennedy, E. Sluder, A. T. Davidson, C. Cowan, J. D. Rey- nolds, Thos. D. Johnston, Wm. Johnston and their associates, of the County of Buncombe and State aforesaid, in accordance with the law, (as prescribed in sections fourteen and fifteen of Chapter Twenty-Six of the Revised Code,) have made applica- tion to be created and constituted a body politic and corporate, to be known as the "Asheville Female College," for the pur- pose of the promotion and encouragement of Female Education. AW, Therefore, Know Ye That I, William W. Holden, Governor of said State, by virtue of the power and authority in me vested by the Constitution and Laws of the State, do issue these my Letters Patent to the said Charles Webb, James K. Stringfield, James S. Kennedy, E. Sluder. A. T. Davidson, C. Cowan, J. D. Reynolds, Thomas D. Johnston, Wm. John- ston and their associates, hereby creating and constituting them and their successors a body politic and corporate, under the name and style of the "Asheville Female College," under which name they may have succession and a common ,5 1 ASIIEVILLE FEMALE COLLEGE. seal, sue and be sued, plead and be pleaded, in any Court of Record or before any Justice of the Peace in this State ; con- tract and be contracted with, acquire, hold and dispose of per- sonal property for the benefit of the said Corporation, and such Real Estate as may be requisite for the convenient transaction of its business; to have power to pass such By-Laws and Reg- ulations as may be necessary for its government, which may not be inconsistent with the Constitution and Laws of this State and of the United States ; and to have all other powers usual and necessary to such Corporations, for the purposes herein set forth : Upon the condition, however, that the said Corporation shall exist only for the term of Thirty years from the date hereof; and the further consideration that the Capital Stock of the same shall not exceed the sum of One Hundred Thousand Dollars. In Witness Whereof, His Excellency, Wm. W. Holden, our Governor, Captain-General and Commander-in-Chief, has hereunto set his hand and caused the Great Seal of State to be affixed. Done at the city of Raleigh, the 19th day of July, in the year of our Lord One Thousand Eight Hundred and Sixty- Nine, and in the Ninety-Fourth year of our Independence. By the Governor : WM. W. HOLDEN. H. J. Mennimer, Secretary of State, MEETING OF STOCKHOLDERS. At a meetiog of the Stockholders . Rankin 5 J. D. Reynolds 1 A. T. Summey 1 Clayton, Ray and Burnett 10 R. M. Stokes 1 A. H. Dowell, Jr..... 1 Wm. M.Cocke.... 1 BY PROXY. SHARES. W. W. Stvingfield 1 T. S. Edwards 3 M. E. Carter 1 W. P. Welch. , 1 Samuel L. Love - 1 Charles Webb 20 J. K. Stvingfield 25 R. W. Palliam 2 I. V. Baird 1 J. R. Long 1 R. W. Pickens „ 3 S. Phillips 1 Susan T. Cox 4 54|J 64 Making in all one hundred and eighteen shares represented. Rev. J. S. Kennedy explained the object of the meeting to be the adoption or rejection of the Charter obtained from the Governor of the State of North Carolina, and for the purpose of organizing the Corporation under the same, if adopted. The Charter of the College was then read, and was unani- mously accepted and adopted by the company. A committee, consisting of the Rev. J. S. Kennedy, W. D. Rankin and Wm. Johnston, Esqrs., were appointed to nominate a Board of nine Directors. Said committee made their report, putting in nomination for the Board of Directors the following named gentlemen, viz : Hon. J. L. Henry, Hon. N. W. Woodfin, Rev. J. S. Burnett, Wm. Johnston, A. T. Summey, A. T. Davidson, E. Sluder, G. M. Roberts and J. E. Ray, Esqrs. Rev. J. S. Kennedy is a member of the Board by virtue of his office as President of the College. The report of the committee was received, and the above named gentlemen were unanimously elected Directors for the present year. On motion, a committee consisting of Rev. J. S. Kennedy, Hon. N. W. Woodfin, Hon. J. L. Henry, Col. Wm. M. Cocke, Wm. Johnston and R. M. Stokes, Esqrs., were appointed to prepare a code of By-Laws for this Corporation, and report to a sis ASHEVILLE FEMALE COLLEGE. 11 meeting of the Stockholders to be held in the College Chapel on Thursday next, at 4J P. M. Meeting adjourned as above. It. M. STOKES, Secy. College Chapel, Thursday, Aug. 12, 1869. At an adjourned meeting of the Stockholders held this day at 4J P. M., Hon. J. L. Henry was called to the Chair. A committee, consisting of Capt. J. E. Ray and Mr A. II. Dowell, Jr., were appointed to verify proxies and ascertain the amount of stock represented ; who report they find one hundred and two shares represented ; this being a majority of the stock, the meeting proceeded to business. The object of this meeting being the reception of the report of the committee appointed at last Stockholders' meeting, to prepare a system of By-Laws for the government of the Cor- poration. Said committee then offered the following, which was re^ ceived, read and unanimously adopted : BY-LAWS OF ASHEVILLE FEMALE COLLEGE, CAAPTER I.— STOCKHOLDERS, Sec. 1. The Stockholders shall hold an annual meeting on Saturday preceding the College Commencement ; or oftener, if necessary, — to be assembled on the call of the Board of Directors. Sec. 2. At the annual meeting of the Stockholders, they shall elect a Board of nine Directors, by ballot. Sec. 3. If at any regular meeting of the Stockholders there should not be a quorum present, such meeting may be ad- journed, on motion, from day to day until a quorum shall assemble. 12 ASHEVILLE FEMALE COLLEGE. Sec. 4. A meeting of the Stockholders shall be competent to transact all business not otherwise provided for, when a ma- jority of the stock shall be represented in person or by proxy. All proxies must be in writing, signed by the person author- izing the same, and dated and witnessed before a Clerk of a Court Record, whose seal shall be attached thereto, and shall be in the following form, viz : STATE OF ..,.,..., ^ The.