CONSOLIDATION ‘ \ '*>*• ** ** OF THE NURSERY AND CHILD'S HOSPITAL AND THE NEW YORK INFANT ASYLUM UNDER THE NAME OF THE V New York Nursery and Child's Hospital CONTENTS ORDER GRANTING PETITION MARCH 2d, WO PETITION AGREEMENT CONSTITUTION BY-LAWS * j* ^ INDEX. PA UK Order of Court Granting Petition for Consolidation 3 Petition . 10 Charter of Nursery and Child's Hospital . 10 Charter of New York Infant Asylum . 10 Agreement of Consolidation. 27 Constitution . 35 By-Laws . 40 Certificates of Approval: Of N. & C. Hospital . 50 Of Infant Asylum . 57 Financial Statements: Of N. & C. Hospital. 58 Of Infant Asylum . 50 Supplemental Agreement . 61 Approval by Attorney General . 65 Certificate of Approval of the State Board of Charities . 66 Digitized by the Internet Archive in 2017 with funding from University of Illinois Urbana-Champaign Alternates I https://archive.org/details/consolidationofnOOnewy M'Po ORDER OF THE COURT. CONSOLIDATING THE TWO INSTITUTIONS. At a Special Term of the Supreme Court of the State of New York (Part II), held at the Court House in the City and County of New York on the 2nd day of March, 1910. Present: Hon. M. Warley Platzek, Justice. In the Matter of The Consolidation of the Nursery and Child’s Hospital and the New York Infant Asylum into one corpora¬ tion to be known as the “New York Nursery and Child’s Hos¬ pital.” Order. The Nursery and Child’s Hospital and the New York Infant Asylum having duly presented to this Court their petition dated June 24, 1909, together with an agreement for consolidation of the said two corporations and certifi- 4 cate of approval by the members of said corporations, to¬ gether with the certificate of approval of said consolida¬ tion by the State Board of Charities and the approval as to form by Hon. Edward R. O’Malley, Attorney General of the State of New York, and this Court being satisfied that no further notice of presentation of these papers need be given. Now, on reading and filing the petition for consolida¬ tion of said corporations dated June 24, 1909, the agree¬ ment for consolidation of said corporations dated June 24, 1909, the supplementary agreement dated November 11, 1909, the several certificates of approval of said cor¬ porations dated June 24, 1909, the several statements of all the property, liabilities and the amount and sources of the annual income of the said corporations, the certifi¬ cate of approval of the State Board of Charities dated No¬ vember 17, 1909, and the approval as to form by the Hon. Edward R. O’Malley, Attorney General of the State of New York, all of which papers are attached to the peti¬ tion, and this Court being satisfied that all the provisions of law as provided by Section 7 of the Membership Cor¬ porations Law and other statutes applicable thereto have been complied with and being satisfied that the said two corporations should be consolidated on the terms and con¬ ditions hereinafter contained, On Motion of William H. Harris, attorney for the petitioners, it is Ordered, that upon the entry of this order, as pro¬ vided by law in the office of the Clerk of the County of New York, the said corporations, to wit: the Nursery and 5 Child’s Hospital and the New York Infant Asylum, be and they hereby are consolidated and shall become and do hereby become one corporation by the name of the “New York Nursery and Child’s Hospital,” upon the following terms and conditions which this Court hereby prescribes, namely: a. The name of the corporation formed by such con¬ solidation shall be the “New York Nursery and Child’s Hospital.” b. The objects and purposes of the consolidated cor¬ poration are as follows: The maintenance and care of the children of wet nurses and the daily charge of infants whose parents labor away from home; the maintenance of a home for illegitimate children and a lying-in asylum, and receiving and taking care of foundlings and other in¬ fant children of the age of two years and under, which may be entrusted to its charge, and to provide for their support and moral, physical, intellectual and industrial education, and providing such lying-in wards and meth¬ ods of care and guidance as shall tend to prevent the ma¬ ternal abandonment of homeless infants and diminish the moral dangers and personal sufferings to which homeless mothers are exposed; procuring the adoption of suitable foster parents for such children as may properly be adopted out; the establishment and maintenance of schools and exercising and enjoying each and every power and privilege now enjoyed by the said corporations, or either of them, as fully as though herein more specifically enumerated and stated. 6 c. The principal office of said consolidated corpora¬ tion shall be located in the City, County and State of New York, and its operations are to be principally conducted in said city. d. The number of Directors of the consolidated cor¬ poration shall be thirty, and the names of the persons to be Directors until the first annual meeting are as follows: Stephen Baker, G. Morgan Browne, Gheradi Davis, Francis B. Griffin, Henry E. Howland, Edward de P. Livingston, Jacob W. Miller, Irving Paris, P. Stuyvesant Pillot, Mary Mildred Sullivan, Mary M. Kingsand, Sarah Y. Day, Mary E. Nicol, Julia C. Oothout, Virginia P. Adams, Frederick W. Rhinelander, Beverley R. Robinson, W. Emlen Roosevelt, Gardner Wetherbee, Dr. Edward L. Partridge, Frederick de P. Foster, George H. Sullivan, Wm. W. Heaton, Nicholas F. Palmer, Hermanie Berwind, Josephine S. Goodwin, . Ruth Lawrence, Mary S. Wetherbee, Angie King Hicks, Katharine H. Auerbach. e. The annual meeting of the consolidated corporation shall be held the third Tuesday in November. f. The consolidated corporation shall consist of not exceeding forty-four members, including the Mayor of the City of New York, President of the Board of Aldermen of the City of New York, the Commissioner of Public Chari¬ ties of the City of New York and the Police Commissioner of the City of New York for the time being, all of whom shall be ex-officio members of said corporation. The other forty members shall consist of the following named per- 7 sons (and such other persons as the Board of Directors may select to fill vacancies in said membership), namely: Stephen Baker, Clark Bell, G. Morgan Browne, Gheradi Davis, Francis B. Griffin, Henry E. Howland, Edward de P. Livingston, Jacob W. Miller, Irving Paris, P. Stuvesant Pillot, Frederick W. Rhinelander, Beverley R. Robinson, W. Emlen Roosevelt, Gardner Wetherbee, Dr. Edward L. Partridge, Frederick de P. Foster, George H. Sullivan, Wm. W. Heaton, Nicholas F. Palmer, Mary Mildred Sullivan, Mary M. Kingsland, Sarah V. Day, Mary E. Nicol, Julia C. Oothout, Virginia P. Adams, Hermanie Berwind, Josephine S. Goodwin, Ruth Lawrence, Mary S. Wetherbee, Angie King Hicks, Katharine H. Auerbach, Grace L. Benjamin, Ella L. Egleston, Sarah E. K. Hudson, Katherine Bogert Roe, Jeannie F. J. Robison, Frances Page Burr, Mary C. Knower, Florence B. Loew. Members shall meet annually and specially when called and elect a Board of Directors not exceeding thirty in number from the members of the consolidated corpora¬ tion. At the first annual meeting of the members of the consolidated corporation thirty Directors shall be elected and divided into three classes to serve one, two and three years each respectively, and thereafter the term of office of one class only shall expire each year and the term of their successors shall be as many years as there are classes, but the provision for such division into classes shall be subject to amendment, as provided in the Consti¬ tution. No person except the members hereinabove named, or elected as herein provided, shall have any vote at a meeting of the consolidated corporation, and the 8 right of the ex-officio members to vote shall be subject to the provisions of and amendments to the Constitution. g. The consolidated corporation shall have the Consti¬ tution and By-Laws annexed to and made part of said agreement of consolidation. The said Constitution, se¬ curing an equal representation of men and women among the members and in the Board of Directors, shall not be changed or amended except as therein provided. During the first three years of the consolidated corporation, how¬ ever, the Board of Directors may be composed three-fifths of men and two-fifths of women. h. The Board of Directors shall have the powers given by the Membership Corporations Law and other statutes of the State of New York now or hereafter enacted, the Charters of the present corporations, and those delegated to them by the Constitution and By-Laws, and the power to fill vacancies for unexpired terms in the office of Di¬ rectors. i. The lands on Lexington Avenue and 51st Street now in possession of The Nursery and Child’s Hospital under leases executed by the Mayor, Aldermen and Com¬ monalty of the City of New York shall at all times be held and used only for the purposes for which the said lessee is now authorized to use the same, but the consoli¬ dated corporation shall have all rights with reference thereto which The Nursery and Child’s Hospital now has. j. The time of the Annual Meeting, the number of members and the provisions creating and controlling ex- 9 officio members may be changed by amendment of the Con¬ stitution. Enter: M. W. P., J . 8. C. M. J. D. No. 698. State of New York, County of New York, I, William F. Schneider, Clerk of the said County and Clerk of the Supreme Court of said State for said County, do certify, That I have compared the preceding with the original Order on file in my office, and that the same is a correct transcript therefrom, and of the whole of such original.—Indorsed, filed and recorded March 2nd, 1910, 3 h. p. M. In Witness Whereof, I have hereunto subscribed my name and affixed my official seal this 2nd day of March, 1910. Wm. F. Schneider, Clerk. [SEAL.] 10 NEW YORK SUPREME COURT, County of New I^ork. In the Matter of The Consolidation of the Nursery and Child's Hospital and the New York Infant Asylum into one cor¬ poration to be known as the “New York Nursery and Child's Hos¬ pital." Petition. The petition of The Nursery and Child’s Hospital and the New York Infant Asylum respectfully shows to this Honorable Court and alleges: 1. Your petitioners are corporations duly organized and existing under the Laws of the State of New York, having been incorporated for kindred purposes, and hav¬ ing for a number of years been engaged in carrying on kindred benevolent wrnrk in the City of New York. 2. Your petitioner, the Nursery and Child’s Hospital, is a corporation duly organized and existing by filing 11 of a certificate of organization in tlie office of the Secre- tary of State of New York the Second day of May, 1854, under the name “The Nursery for the Children of Poor Women,” and by virtue of an Act of the Legislature of the State of New York passed March G, 1857, changing the name thereof to the “Nursery and Child’s Hospital.” A copy of said certificate and statute amending the charter is hereto annexed and made a part of this peti¬ tion. Marked A. 3. The New York Infant Asylum is a corporation duly organized and existing under the Laws of the State of New York and incorporated by Act of the Legislature of the State of New York, known as Chapter 10G of the Laws of 1865, and amended by Chapter 2G3 of the Laws of 1872, and Chapter 90 of the Laws of 1877. A copy of the charter of said petitioner as amended is hereto an¬ nexed and made part of this petition. Marked B. 4. Ever since their incorporation your petitioners have been engaged in carrying on kindred benevolent work in the City of New York, and after a full examina¬ tion of the situation and full and free discussion in their respective Boards of Management, are convinced that the purposes and work of said corporations can be most efficiently carried on by a consolidation of the said cor¬ porations, thus bringing together a larger number of per¬ sons into one harmonious body than either corporation can command for the prosecution of its work. The plan for the proposed consolidation has been submitted to and discussed with the State Board of Charities, and has 12 the approval of that body as witnessed by its certificate hereunto annexed, and marked H. 5. That your petitioners, pursuant to the directions of their respective Boards of Management, duly made and entered into an Agreement for Consolidation of the two corporations into a new corporation in pursuance of Section 7 of the Membership Corporations Law, which agreement is hereto annexed and made a part of this petition. Marked C. Before the presentation of this pe¬ tition to this Court the said agreement and this petition were duly approved by three-fourths of the votes lawfully cast at a meeting of each corporation separately and severally called for that purpose, which approval duly verified by the Chairman and Clerk of each of such meet¬ ings is annexed to this petition. Marked D and E. 6. The property and liabilities and the amount and sources of the annual income of The Nursery and Child’s Hospital is fully and truly set forth in the statement hereto annexed marked F and made a part of this peti¬ tion, verified by the Treasurer of said corporation. 7. The property and liabilities and the amount and sources of the annual income of the New York Infant Asylum is fully and truly set forth in the statement hereto annexed marked G and made a part of this peti¬ tion, verified by the Treasurer of said corporation. Wherefore your petitioners severally pray this Hon¬ orable Court that it make an order for the consolidation of the corporations on the terms and conditions set forth 13 in the said agreement of consolidation, and for such other and further relief as may be proper in the premises. And your petitioners will ever pray, etc. Dated this 24th day of June, 1909. Nursery and Child^s Hospital, By Mary Mildred Sullivan, First Directress. Julia C. Ootiiout, Secretary. [seal of nursery AND CHILD^S HOSPITAL.] New York Infant Asylum, By Stephen Baker, President. G. Morgan Browne, Secretary. [seal of n. y. INFANT ASYLUM.] Wm. H. Harris, Attorney for the Petitioners. State of New York, County of New York, ss.: 14 On this 24th day of June, 1909, before me personally came Mary Mildred Sullivan and Julia C. Ootliout, to me known, who, being by me severally duly sworn, did depose and say, and each for herself says: she resided in the City of New York; that they are respectively the First Directress and Secretary of the Nursery and Child's Hospital, the corporation de¬ scribed in and which executed the above instrument; that she knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Managers of said corporation, and that they signed their names thereto by like order as First Directress and Secretary, respectively. And the said Mary Mildred Sullivan and Julia C. Oothout, being by me duly and severally sworn, did depose and say that she had read the foregoing peti¬ tion subscribed by the said corporation, and that the same is true of her own knowledge except as to the mat¬ ters therein stated to be alleged on information and be¬ lief, and as to those matters she believes it to be true. Mary Mildred Sullivan, Julia C. Oothout. Sworn to before me this ) 24th day of June, 1909. j John J. Tierney, Notary Public, Kings Co. Certf. filed in New York Co., N. Y. [seal of notary.] 15 State of New York, County of New York, On this 24th day of June, 1909, before me personally came Stephen Baker and G. Morgan Browne, to me known, who, being by me severally duly sworn, did depose and say, and each for himself says: that he resided in the City of New York, and New Windsor, Orange Co.; that they are respectively the President and Secretary of the New York Infant Asylum, the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Managers of said cor¬ poration, and that they signed their names thereto by like order as President and Secretary respectivly. And the said Stephen Baker and G. Morgan Browne, being by me duly and severally sworn, did depose and say that he had read the foregoing petition subscribed by the said corporation, and that the same is true of his own knowledge except as to the matters therein stated to be alleged on information and belief, and as to those mat¬ ters he believes it to be true. Stephen Baker, G. Morgan Browne. Sworn to before me this > 24th day of June, 1909. f John J. Tierney, Notary Public, Kings Co., Certf. filed in New York Co., N. Y. [seal of notary.] Exhibit A. CHASTER OF THE Nursery and Child’s Hospital. State of New York, > City and County of New York, ) SS ‘' We, the undersigned, citizens of the State of New York, of full age, being desirous to associate ourselves for a benevolent purpose, do hereby, pursuant to the Statute in such case made and provided, certify, that the name by which the Society or Incorporation hereby to be formed shall be known in law, is “the nursery for the children of poor women.” That the object and business of the Society is the maintenance and care of the children of wet-nurses, and the daily charge of infants whose parents labor away from home; that the location of the Society is in the city of New York; that the Trustees of said Society are three in number; that the Managers of said Society are thirty in number; that the first year of the existence of this Mrs. Cornelius Dubois, Mrs. L. M. Van Buren, Mrs. T. B. Bronson, Mrs. T. A. Emmet, Mrs. F. C. Tucker, Mrs. Colles, Mrs. J. T. Johnston, Mrs. Heckscher, Mrs. Gerald Stuyvesant, Mrs. David Austen,. Jr., Mrs. H. De Routh, Mrs. G. T. Elliot, Mrs. A. Mott, Mrs. L. M. Rutherford, Mrs. J. C. Peters, names of the Managers, for the Society, are as follows, viz: Mrs. P. S. Van Rensselaer, Mrs. John Wurts, Mrs. S. Henry Remsen, Mrs. H. Anthon, Mrs. Oswald Cammann, Mrs. T. C. Doremus, Miss Wendell, Mrs. Wm. Aspinwall, Mrs. James Renwick, Jr., Mrs. Isaac Bell, Jr., Mrs. H. Renwick, Mrs. Frederick Foster, Mrs. Lewis C. Jones, Mrs. Wm. Curtis Noyes, Mrs. Sherman J. Bacon. And that the names of the Trustees of said Society, for the first year of its existence, are as follows: Moses H. Grinnell, Cornelius Dubois, Theodore B. Bronson. Anna R. Emmet, Susan R. Stuyvestant, Emilia Anthon, Margaret S. Rutherford, Maria T. Bronson. IT State of New York, ) City and County of New York, > SS ’ ‘ I hereby certify that on this nineteenth day of April, in the year of our Lord one thousand eight hundred and fifty-four, before me came Anna R. Emmet, wife of Thomas A. Emmet; Emilia Anthon, wife of Rev. Henry Arithon; Susan R. Stuyvestant, wife of Gerald Stuyvestant; Margaret S. Rutherford, wife of Lewis M. Rutherford, and Maria T. Bronson, wife of Theodore B. Bronson, all to me personally known to be the same persons who have signed the foregoing instrument, and who have been chosen and appointed as Managers of the Society known and designated as the “Nursery for the Children of Poor Women,” in said foregoing instrument mentioned and described, which said Society is to be called and known in law by the name aforesaid, and is to be located in the aforesaid city of New York. The particular business thereof is to be the maintenance and care of the children of wet-nurses, and the daily charge of infants whose parents labor away from home. That the Trustees of said Society are three in number, whose names are Moses H. Grinnell, Cornelius Dubois, and Theodore B. Bronson. That the number of Directors or Managers of said Society for the first year of its existence is thirty; aid that the names of five of them are Anna R. Emmet, Emilia Anthon, Susan R. Stuyvestant, Margaret S. Rutherford, and Maria T. Bronson, being the several persons first above named, who severally duly acknowledged to me that they had signed said foregoing instrument and certificate for the uses and purposes therein mentioned. J. A. Stoutenburgii, Commissioner of Deeds. City and County of New York, ss.: Theodore B. Bronson, of the City and County of New York, being duly sworn doth depose and say, that on the first day of May, in the year one thousand eight hundred and fifty-four, he filed a copy of the within instrument, in writing, in the office of the Clerk of the City and County of New York. May 2d, 1854. T. B. Bronson. Sworn to before me, Edwin F. Corey, Commissioner of Deeds. Endorsement. Pursuant to the Statute, I hereby certify my consent to and approbation of the within. New York, March 20th, 1854. James J. Roosevelt, Justice of the Supreme Court. State of New York, Secretary’s Office, ss.: Albany, May 2d, 1854. I certify that the certificate of organization of the “Nursery for the Children of Poor Women,” has been this day filed in this office. A. G. Johnson, Pep. Sec. of State. An Act to amend the Charter of the “Nursery for the Children of Poor Women and to enable that Institution to hold real estate The People of the State of New York, represented in Senate and Assembly , do enact as follows: Sec. 1. The name of “The Nursery for the Children of Poor Women,” is hereby changed to “The Nursery and Child’s Hospital.” Sec. 2. The said “Nursery and Child’s Hospital” is hereby authorized and empowered to hold and retain any property, lands, tenements or hereditaments, heretofore or hereafter to be devised, sold or conveyed, leased or granted to them under that name, sub¬ ject, however, to the conditions and restrictions in any such gift, grant, devise, lease or conveyance contained. Sec. 8 . This act shall take effect immediately. State of New York, ) . Secretary’s Office, f I have compared the preceding with the original law on file in this office, and do hereby certify that the same is a correct tran¬ script therefrom, and of the whole of said original law. Given under my hand and seal of Office at the City of Albany, this fourteenth day of March, in the year 1857. J. T. Headley, Secretary of State. 19 Exhibit B. ACT Of Incorporation of the New York Infant Asylum. The original Act incorporating he New York Infant Asylum is Chapter 106 of the Laws of 1865. This Act teas amended by Chapter 263 of the Laws of 1872 , and Chapter 90 of the Laws of 1877. As amended , the Act reads as follows: Section 1. Edward Delafield, M. D., Charles Ely, Earl Douglas, Ebenezer P. Rogers, D. D., Henry E. Montgomery, D. D., Richard F. Carman, Stephen Smith, M. D., John David Wolfe, James E. DePeyster, Willard Parker, M. D., George Jones, Joel Foster, M. D., William C. Prime and their associates and successors, are hereby constituted a body corporate, by the name of the New York Infant Asylum, and by that name shall have and possess all the powers and privileges, and be subject to the provisions and restrictions pre¬ scribed and specified in title three, chapter eighteen, part one, of the Revised Statutes, and shall have power to take real and personal estate, by gift, devise, demise, bequest or purchase; but such real estate shall not exceed the yearly value of twenty thousand dollars, nor shall the property or income of such corporation be applied or appropriated to any purpose other than as specified in this act. § 2. The objects of said corporation are to receive and take charge of foundlings and other infant children of the age of two years and under, which may be entrusted to their charge as here¬ inafter specified, and to provide for their support, and moral, phys¬ ical, intellectual and industrial education; also to provide such lying-in wards and methods of care and guidance as shall tend to prevent the maternal abandonment of homeless infants, and diminish the moral dangers and personal sufferings to which homeless mothers are exposed. § 3. The property, business and affairs of the said corporation shall be managed by a board of at least seventeen members, and the persons named in the first section of this act, together with the ex officio members hereinafter named, shall constitute the first board of managers. All vacancies which may happen in the board, excepting of ex officio members, shall be filled by the board at an election to be held for that purpose, under such regulations as may be prescribed in the by-laws of the corporation. The members con¬ stituting the board of managers may at any time be increased by vote of the board at a meeting duly called for the purpose; provided, however, that said board shall not be increased so as to consist of more than thirty members. The Mayor of the City of New York, the President of the Board of Supervisors of the city and county, the President of the Board 20 of Commissioners of Public Charities and Correction of said City and County of New York, and the President of the Board of Police, for the time being, shall be ex officio managers of said corporation. §4. At all meetings of the managers, five members shall con¬ stitute a quorum for the transaction of ordinary business, but no purchase, sale or other disposition of real estate, nor appointment or removal of any officer of the corporation, nor election to fill a vacancy in the board, nor any contract involving an expenditure of more than five hundred dollars shall be made, nor shall the number constituting the board of managers be increased, nor any by-law be adopted, amended or repealed without the presence of a majority of the managers. § 5. The said corporation shall have the power to procure or elect and maintain, either within the City of New York or in some other suitable and convenient place within the State of New York, and distant not more than thirty miles from the City of New York, a suitable building or buildings for an asylum for such children as may be entrusted to and received by them agreeably to the provi¬ sions of this act; and shall have power also to procure or erect and maintain, within the City of New York, a house of reception where such children may be first received and temporarily accommodated. Whenever any child shall be received by the said corporation in such house of reception, under the provisions of section eight of this act, it shall not be lawful for said corporation, within the period of thirty days next succeeding, to place such child in their asylum; but such child shall remain in said house of reception for said period of thirty days, unless sooner discharged and removed agreeably to the provisions of this act. § 6. The said corporation may receive and take under care and management (1) Children of the age of two years, or under, found in the City of New York abandoned or deserted, as hereinafter specified. (2) Children of like age, born out of wedlock, who, by consent in writing of the mother, may be entrusted to said corporation. (3) Children of like age, whose father or whose mother is dead, and whose surviving parent is, for any cause, unable to maintain them, and who, by consent in writing of such surviving parent, may be entrusted to said corporation. (4) Children of like age, whose parents are, frorn any cause, unable to maintain them, and who, by consent in writing of the father, or, in case the father should have been legally declared an habitual drunkard or a lunatic, or shall be imprisoned on conviction of crime, or shall have been legally declared to have abandoned his family, then, by the consent in writing of the mother, may be en¬ trusted to said corporation. (5) Children of like age, having no parent living, and who, by consent in writing of their guardian, or nearest relative of full age, may be entrusted to said corporation. 21 (6) Children of like age, who may be transferred and entrusted to said corporation by the Commissioners of Public Charities and Correction of the City and County of New York. § 7. Children entrusted to said corporation by the voluntary act of their parents, guardians or nearest relations, as hereinbefore provided, shall be deemed to be in the lawful charge and custody of said corporation. Such entrusting shall be made and evidenced by an instrument in writing, in form substantially as follows, viz.: I, A. B. (father, mother, guardian or nearest relative, as the case may be), of a (male or female, as the case may be) infant child; aged , named (or not named, as the case may be), born at , do hereby surrender and entrust to the New York Infant Asylum, for the period of years, the entire management and control of such child, and do hereby assign to and invest said corporation with the same powers and control over said child as those of which I am possessed. § 8. Whenever any child of the age of two years, or under, shall be found on any street, avenue, highway, lane, alley, public place, dock, pier, vacant lot or yard, or in any vacant or uninhabited room, house, tenement, shed or building of any kind, in the City of New York, abandoned or deserted, it shall be lawful for any policeman or other person so finding such child to take, or cause the same to be taken, to the house of reception that may be provided by said corporation in the City of New York, and place such child in the custody of such corporation, thereupon making and subscribing, in a register to be kept for that purpose in said house of reception by said corporation, an entry in writing describing such child as nearly as may be, and setting forth with particularity the time and place, when and where, with the name and residence of the person by whom such child was so found, abandoned or deserted. § 9. The said corporation shall immediately thereupon cause a notice, substantially in the following form, with the blanks properly filled and subscribed by the superintendent of the said house of reception, to be furnished to the Metropolitan Police Commission¬ ers, who shall cause the same to be posted in each of the police station houses in said city, viz.: Notice. —This is to certify that a child of about the age of , hair , eyes , color , was on the day of , 18 , found in the City of New York abandoned and deserted, and has been placed in the custody of the New York Infant Asylum, and, unless reclaimed, according to law, within thirty days, such child will remain in the charge and cus¬ tody of said corporation. Dated , 18 , Superintendent. § 10. If, within said period of thirty days after such notice shall have been so posted, any person so claiming to be the parent or lawful guardian of such child shall make oath thereof before some magistrate of the City of New York, such magistrate shall there¬ upon issue a summons to said corporation to appear before him, at 22 a time and place to be specified, not less than two, nor more than four, days from the service thereof, to attend the hearing of said claim, for such child, and with said summons shall be served a copy of the affidavit so made before said magistrate. Upon the hearing, if the claimant shall establish by competent testimony, to the satis¬ faction of the magistrate, that such claimant is the parent or lawful guardian of such child, such magistrate shall thereupon make an order for the delivery of such child to such claimant. And the said claimant may thereupon remove the said child from the custody of the said corporation; provided, however, that if it shall satisfactorily appear to such magistrate that such claimant from habitual drunk¬ enness, or other vicious or depraved habits or mode of life, or from indigency or lunacy, or other cause, is an unfit or improper person to have the care and custody of such child, he shall thereupon dis¬ miss the said claim, and remand such child to the care and custody of said corporation. And in case upon the hearing the claimant shall fail to establish by competent testimony, to the satisfaction of the magistrate, that such claimant is the parent or lawful guardian of such child, then such magistrate shall thereupon dis¬ miss the claim, and remand the child to the care and custody of said corporation. § 11. In case no such claim shall be made within the said period of thirty days, or, being made within that period, shall be dismissed by the magistrate, then such child shall remain and be deemed to be in the lawful care and custody of the said corporation, if a female, until the age of eighteen years, and if a male until the age of twenty-one years, unless sooner discharged by said corporation, as hereinafter provided. § 12. If at any time within three years after any child so found abandoned or deserted as aforesaid shall have been entrusted to the custody of said corporation, as above provided, it shall appear to the satisfaction of the Board of Managers, or any Justice of the Supreme Court or County Judge, that such child was. for any cause wrongfully or improvidently so entrusted, the said. Board shall thereupon, upon application of the parents or guardians of said child, discharge the said child, and restore it to such parents or guardian, and in case at any time after such abandoned or deserted child shall have been entrusted to said corporation it shall appear to the Board of Managers, having due regard to the welfare of such child and the purpose of said corporation, expedient or proper to discharge such child, the said Board of Managers, may, in their discretion, thereupon discharge such child, and restore it to its parents, guardian or other protector on such reasonable terms and conditions as the said Board may deem right and proper. § IB. Whenever any child, being in the custody of the said corporation, shall, by the commission of any crime, or by confirmed evil habits, have become so degraded or debased as, in the opinion of the Board of Managers, to be an improper subject for. the care and management of said corporation, the said corporation shall have the power to deliver such child into the custody of some 23 magistrate or other competent authority of the City and County of New York to be disposed of in due course of law. § 14. The said corporation shall have the power, when the children in their care shall respectively attain a proper age, to pro¬ cure the adoption of suitable foster-parents of such children as may properly be so adopted out, to place them at suitable employ¬ ments and cause them to be instructed in suitable branches of knowledge, and at discretion to bind out or indenture such children, when of suitable ages, as clerks, apprentices or servants, to some pro¬ fession, trade or employment, for such time or period as they may deem proper, not exceeding, however, in the case of girls, to the age of eighteen, and in the case of boys, to the age of twenty-one years; provided, however, that in the case of children voluntarily entrusted to said corporation by their parents, guardians or nearest relatives, as hereinbefore provided, the said corporation shall not bind out or indenture any such child for a period beyond the time for which such children have been entrusted to said corporation. § 15. No person to whom any child shall have been bound to service under the provisions of this act, or his executors, adminis¬ trators or assigns, shall assign or transfer the indenture or contract of service to any other person, nor let or hire out for any period the services of such child, without the consent in writing of said cor¬ poration; and upon granting any such consent the said corporation may prescribe and impose any terms and conditions they may deem reasonable and proper; and every such assignment, when duly made with consent as aforesaid, shall have the effect to transfer to and vest in the assignee all the rights of the original master; and such assignee shall be subject to all the duties and obligations of such original master. § 16. In case of the death of any master to whom any child shall have been bound to service under the provisions of this act, or in case of the death of the assignee of any such master, then such death shall have the effect to cancel and annul the indenture or con¬ tract of service; and thereupon the said corporation shall resume the charge and management of such child, and have the same power and authority with regard to it as the indenture or contract of service was made. § 17. Any indenture or contract of service by which any child shall have been bound out under the provisions of this act, may, by the mutual consent of the master or the assignee and the said cor¬ poration, be cancelled and annulled upon such terms and conditions as may be mutually agreed upon, and thereupon the said corporation shall resume the charge and management of such child, and have the same power and authority with regard to it as before the inden¬ ture or contract of service was made. § 18. If any master or assignee shall be guilty of any cruelty or misusage towards any child so bound out to service under the provisions of this act, or shall refuse or neglect to furnish and pro¬ vide proper food and clothing to such child, or shall commit any 24 other breach or violation of the terms of the indenture or contract of service under which such child is held, such child or any person in its behalf, may make complaint thereof to the Board of Man¬ agers of the said corporation or to a Justice of the Supreme Court, or to some Justice of the Peace of the county where such child is held to service, or to the mayor, recorder or an alderman, or any other magistrate of any city where such child is so held to service, who shall thereupon summon the said master or assignee to appear before them or him, and shall examine into, hear and determine such complaint; and if, upon such hearing, the said complaint shall appear to be well founded, they or he shall, by certificate in writing, discharge such child from the obligation of service, and restore such child to the charge and custody of said corporation, and with the like power as before the said indenture of contract of service was made; and the said master or assignee shall also be liable to the said corporation, in a civil action, for the breach of the agreement. § 19. The Board of Managers of the said corporation shall be the guardian of every child bound out or held for service under the provisions of this act, and shall see that the terms of the con¬ tract be faithfully performed by the master or assignee, and that such child is properly treated. And they shall inquire into the treatment of such child and redress any grievance in manner pre¬ scribed by law. § 20. Every master or assignee to whom any child shall be bound or held to service under the provisions of this act, shall, at least once in every six months during such term of service, report in writing to the Board of Managers of the said corporation, the con¬ duct or behavior of such child, and whether such child is living under the care of the person to whom such child was originally bound, and if not, where and with whom such child is living. And all indentures and contracts of service made under this act shall in terms provide for such report being made. § 21. All damages that may be recovered and received by said corporation of any master or assignee for the breach or violation of the indenture or contract of service by which any child shall be bound out under the provisions of this act, after deducting there¬ from the necessary expenses of recovering and collecting the same, shall be held by the said corporation, in trust for, and paid over to said child; if a female, at the age of eighteen years, and if a male, at the age of twenty-one years; provided, however, that if such child shall die before attaining such age, the said damages shall revert and belong to the said corporation. § 22. In each and every year after this act shall take effect the Board of Supervisors of the City and County of Hew York shall levy and collect by tax, at the same time and in the same manner as the contingent charges and expenses of the city and county are levied and collected, and pay over to said corporation, a sum of money at the rate of thirty-eight cents per day, in monthly pay¬ ments, for each and every child received and maintained by said asylum; and it shall be the duty of the Comptroller of said city to reimburse and pay over the difference between thirty-eight cents per day, and the amount actually received by said asylum from said supervisors since the passage of the amendment dated April eigh¬ teenth, eighteen hundred and seventy-two, to the aforesaid act of incorporation of eighteen hundred and sixty-five. It is further provided, that whenever any homeless or needy mother has received care and attendance in the lying-in wards of the New York Infant Asylum, the managers of said asylum shall be entitled to receive, from the county treasurer, as hereinbefore provided, the sum of twenty-five dollars for said care and obstetric attendance, and when¬ ever any mother thus domiciled and attended at the birth of her child, and whenever any other homeless or needy mother with a nursing infant, resides at the asylum, by the request of its officers, and wet-nurses her own infant, the managers of said institution shall be entitled to receive, and shall receive, from the county treasurer, the sum of eighteen dollars per month, and proportionally for any fraction of a month, for each mother so remaining under their charge in said asylum, provided such residence shall exceed the period of two months, to be paid, as hereinbefore provided, in monthly, quarterly, or annual payments, as said managers may re¬ quest; but the managers of the said institution shall not be entitled to receive the said monthly allowance for a longer period than for one year for any mother so remaining. § 23. Whenever any child, properly chargeable upon the fund placed by law at the disposal of the Commissioners of Emigration shall, agreeably to the provisions of this act, be intrusted and sup¬ ported and maintained by the said corporation, the said corporation shall be entitled to receive from the fund the sums that are respect¬ ively designated and determined by the provisions of the twenty- second section of this act, for the infants and children of the two classes of ages in the said section respectively named. § 24. Schools may be established and maintained by the said corporation, and shall participate in the distribution of the Common School fund in the same manner and degree as the common schools of the City and County of New York, and the amount so distrib¬ uted shall be paid to the Board of Managers of said corporation. § 25. The Board of Managers of said corporation shall, on or before the fourth Monday in January, in each and every year, make to the Legislature and to the Board of Supervisors of the City and County of New York, a detailed report of the whole number of children received by the said corporation during the year preceding, specifying the age, sex, residence, place of nativity, and also the nationality of parents when it can be ascertained, and whether the parents are living or dead, are temperate or intemperate; and as to all the children in their charge during the preceding year, speci¬ fying the time devoted to instruction, the nature and amount of punishment, the cases of disease, the number apprenticed or bound out to service, the number escaped, the number of deaths, the number restored to parents or guardians, or otherwise discharged, 26 and also such information as they may have received of the conduct of those who have been bound out or apprenticed, as well as the facts generally in relation to the performance of their duties by those at service; also the industrial occupation and pursuits of those at service; also the receipts, expenditures and financial con¬ dition of the corporation, and its general operations, with their results. § 26. The asylum and house of reception of said corporation shall be subject to visitation and inspection by the Board of Super¬ visors of the City and County of New York, in any reasonable manner that may be directed by said Board of Supervisors; and it shall be the duty of the said Board of Supervisors to cause said asylum and house of reception to be visited and inspected at least twice each year. § 27. The Board of Managers of said corporation may receive children in said house of reception, similarly situated, from other counties in this State, upon such terms as may be agreed upon between them and the superintendents of the poor of such counties respectively. The superintendents of the poor in the several coun¬ ties shall have the same power to send children, under such agree¬ ment, to said house of reception, as the said managers have under this act, and all the provisions of this act shall apply to the children of said counties. § 28. This act shall take effect immediately. 27 Exhibit C. Gbts agreement, made the twenty-fourth day of June, 1909, between the Nursery and Child’s Hospital, party of the first part, and the New York In¬ fant Asylum, party of the second part, two membership corporations incorporated under the laws of the State of New York for kindred purposes, Witnesseth : That the Nursery and Child’s Hospital is a corpora¬ tion duly organized and existing by filing of a certificate of organization in the office of the Secretary of State of New York the Second day of May, 1854, under the name “The Nursery for the Children of Poor Women,” and by virtue of an Act of the Legislature of the State of New York passed March 6, 1857, changing the name thereof to the “Nursery and Child’s Hospital,” and that the object and business of the Society, as stated in the said certificate of incorporation, is the maintenance and care of the children of wet nurses and the daily charge of infants whose parents labor away from home; That the New York Infant Asylum is a corporation duly organized and existing under the Laws of the State of New York and incorporated by Act of the Legislature of the State of New York, known as Chapter 106 of the Laws of 1865, and amended by Chapter 263 of the Laws of 1872, and Chapter 90 of the Laws of 1877; that the objects of said corporation, as stated in said Acts, are to receive and take charge of foundlings and other infant children of the age of two years and under, which may be entrusted to their charge as hereinafter specified, and to provide for their support and moral, physical, intel- 28 lectual and industrial education; also to provide such lying-in wards and methods of care and guidance as shall tend to prevent the maternal abandonment of homeless infants, and diminish the moral dangers and personal sufferings to which homeless mothers are exposed. Second.— That the parties, hereto having been incor¬ porated for kindred purposes and having for a number of years been engaged in carrying on kindred benevolent work in the City of New York and believing that the purposes and work of said corporations can be most efficiently carried on by a consolidation of the said parties hereto and in consideration of the mutual covenants and agreements herein contained, do hereby agree to merge and consolidate said corporations into a single corpora¬ tion, in pursuance of the provisions of Section 7 of the Membership Corporations Law of the State of New York, under Article I of Chapter XLIII of the General Laws upon the following terms and conditions: a . The name of the corporation formed by such con¬ solidation shall be the “New York Nursery and Child’s Hospital.” b. The objects and purposes of the consolidated cor¬ poration are as follows: The maintenance and care of the children of wet nurses and the daily charge of in¬ fants whose parents labor away from home; the main¬ tenance of a home for illegitimate children and a lying-in asylum, and receiving and taking charge of foundlings and other infant children of the age of two years and under, which may be entrusted to its charge, and to provide for their support and moral, physical, intellectual 29 and industrial education, and providing such lying-in wards and methods of care and guidance as shall tend to prevent the maternal abandonment of homeless in¬ fants and diminish the moral dangers and personal suf¬ ferings to which homeless mothers are exposed; procur¬ ing the adoption of suitable foster parents for such chil¬ dren as may properly be adopted out; the establishment and maintenance of schools and exercising and enjoying each and every power and privilege now enjoyed by the parties hereto, or either of them, as fully as though here¬ in more specifically enumerated and stated. c. The principal office of said consolidated corpora¬ tion shall be located in the City, County and State of New York, and its operations are to be principally con¬ ducted in said city. d. The number of Directors of the consolidated cor¬ poration shall be thirty, and the names of the persons to be Directors until the first annual meeting are as follows: Stephen Baker, G. Morgan Browne, Gheradi Davis, Francis B. Griffin, Henry E. Howland, Edward de P. Livingston, Jacob W. Miller, Irving Paris, P. Stuyvesant Pillot, Frederick W. Rhinelander, Beverley B. Robinson, W. Emlen Roosevelt, Gardner Wetherbee, Dr. Edward L. Partridge, Frederick de P. Foster, George H. Sullivan, Wm. W. Heaton, Nicholas F. Palmer, . Mrs. Algernon Sydney Sullivan, Mrs. William M. Kingsland, Mrs. Henry M. Day, Mrs. Robert Nicol, Mrs. Edward Oothout, Mrs. Henry Clay Adams, Mrs. Edward Berwind, Mrs. James J. Goodwin, Miss Ruth Lawrence, Mrs. Frank S. Wetherbee, Mrs. Thomas Hicks, Mrs. Joseph S. Auerbach. 80 e. The annual meeting of the consolidated corpora¬ tion shall be held the third Tuesday in November. f. The consolidated corporation shall consist of not exceeding forty-four members, including the Mayor of the City of New York, President of the Board of Aider- men of the City of New York, the Commissioner of Public Charities of the City of New York and the Police Com¬ missioner of the City of New York for the time being, all of whom shall be ex-officio members of said corporation. The other forty members shall consist of the following named persons (and such other persons as the Board of Directors may select to fill vacancies in said member¬ ship), namely: Stephen Baker, Clark Bell, G. Morgan Browne, Gheradi Davis, Prancis B. Griffin, Henry E. Howland, Edward de P. Livingston, Jacob W. Miller, Irving Paris, P. Stuyvesant Pillot, Frederick W. Bhinelander, Beverley R. Bobinson, W. Emlen Roosevelt, Gardner Wetherbee, Dr. Edward L. Partridge, Frederick de P. Foster, George H. Sullivan, Wm. W. Heaton, Nicholas F. Palmer, Mrs. Algernon Sydney Sullivan, Mrs. William M. Kingsland, Mrs. Henry M. Day, Mrs. Robert Nicol, Mrs. Edward Oothout, Mrs. Henry Clay Adams, Mrs. Edward J. Berwind, Mrs. James J. Goodwin, Miss Ruth Lawrence, Mrs. Frank S. Wetherbee, Mrs. Thomas Hicks, Mrs. Joseph S. Auerbach, Mrs. George H. Benjamin, Mrs. William C. Egleston, Mrs. Charles I. Hudson, Mrs. Charles F. Roe, Mrs. William Robison, Mrs. Winthrop Burr, Mrs. Benjamin Knower, Mrs. Wm. Goadby Loew. Members shall meet annually and specially when called and elect a Board of Directors not exceeding thirty in number from the members of the consolidated corpora- 31 tion. At the first annual meeting of the members of the consolidated corporation thirty Directors shall be elected and divided into three classes to serve one, two and three years each respectively, and thereafter the term of office of one class only shall expire each year and the term of their successors shall be as many years as there are classes, but the provision for such division into classes shall be subject to amendment, as provided in the Constitution. No person except the members herein¬ above named, or elected as herein provided, shall have any vote at a meeting of the consolidated corporation, and the right of the ex-officio members to vote shall be sub¬ ject to the provisions of and amendments to the Con¬ stitution. g. The consolidated corporation shall have the Con¬ stitution and By-Laws hereunto annexed and made part of this agreement. The said Constitution, securing an equal representation of men and women among the mem¬ bers and in the Board of Directors, shall not be changed or amended except as therein provided. During the first three years of the consolidated corporation, however, the Board of Directors may be composed three-fifths of men and two-fifths of women. h. The Board of Directors shall have the powers given by the Membership Corporations Law and other statutes of the State of New York now or hereafter enacted, the Charters of the present corporations, and those delegated to them by the Constitution and By-Laws, and the power to fill vacancies for unexpired terms in the office of Directors. 32 i. The lands on Lexington Avenue and 51st Street now in possession of The Nursery and Child’s Hospital under leases executed by the Mayor, Aldermen and Com¬ monalty of the City of New York, shall at all times be held and used only for the purposes for which the said lessee is now authorized to use the same, but the consoli¬ dated corporation shall have all rights with reference thereto which The Nursery and Child’s Hospital now has. j. The time of the Annual Meeting, the number of members and the provisions creating and controlling ex- officio members may be changed by amendment of the Constitution. In witness whereof the party of the first part has caused its corporate seal to be hereunto affixed and these presents to be signed by its First Directress and Secre¬ tary, and the party of the second part has caused its cor¬ porate seal to be hereunto affixed and these presents to be signed by its President and Secretary the day and year above written. Nursery and Child’s Hospital, In presence of: By Mary Mildred Sullivan, John J. Tierney. First Directress. Julia C. Oothout, [seal of nursery Secretary. AND CHILD’S HOSPITAL.] New York Infant Asylum, By Stephen Baker, President. [seal of n. y. G. Morgan Browne, infant asylum.] Secretary. 33 State of New York, County of New York, On this 24tli day of June, 1909, before me personally came Mary Mildred Sullivan and Julia C. Oothout, to me known, who, being by me severally duly sworn, did depose and say and each for herself says: that she resided in the City of New York; that they are respectively the First Directress and Secre¬ tary of the Nursery and Child’s Hospital, the corporation described in and which executed the above instrument ; that she knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Managers of said corporation and that they signed their names thereto by like order as First Directress and Secretary, respectively. John J. Tierney, Notary Public, Kings Co., Certf. tiled in New York Co., N. Y. [seal of NOTARY.] 34 State of New York, County of New York, On this 24th day of June, 1909, before me personally came Stephen Baker and G. Morgan Browne, to me known, who, being by me severally duly sworn, did depose and say and each for himself says: that he resided in the City of New York, and New Windsor, Orange Co., N. Y.; that they are respectively the President and Secretary of the New York Infant Asylum, the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Managers of said cor¬ poration and that they signed their names thereto by like order as President and Secretary, respectively. John J. Tierney, Notary Public, Kings Co., Certf. filed in New York Co., N. Y. [seal of notary.] 35 CONSTITUTION OF THE NEW YORK NURSERY AND CHILD’S HOSPITAL. Article First. This Institution shall be perpetual. Article Second.— Name. The name of the corporation shall be the New York Nursery and Child’s Hospital. Article Third. — Object. The purposes and objects of the Institution shall be those purposes and objects set forth or authorized or implied in the Articles of Agreement of Consolidation by which this Institution was created. Article Fourth.— Organization. The Corporation shall consist of Forty regular mem¬ bers and four ex-officio members, as provided in the Agreement of Consolidation, each of whom shall have one vote in the management of its affairs, except that ex-officio members shall have no vote except in the elec¬ tion of Directors. The regular members shall be mem¬ bers for life unless they resign or are retired for in¬ activity or other causes provided for in the Constitution or By-Laws. The ex-officio members shall be the Mayor, the Police Commissioner, the President of the Board of Aldermen, and the Commissioner of Public Charities of the City of New York for the time being. Of said number of regular members not more than one-half shall be men and not more than one-half shall be women. The above-mentioned officers of the Government of the City of New York who are members ex officio shall not be considered in the division of the members between men and women. In the event of vacancies among the members, such vacancies shall be filled by the Board of Directors as soon as conveniently may be done by the election of men or women as may be required to restore and maintain an equal representation of men and women among the members. In the event of the failure of the Directors to fill the vacancies after reasonable time, the men members may by vote, at a meeting at which a majority of th£ men members are present, elect men members to fill vacancies among the men; and women members may by vote, at a meeting at which a majority of the women members are present, elect women members to fill vacancies among the women. A majority of the regular men or women members is the majority here intended. Article Fifth.— Management. The affairs of the Institution shall be managed by a Board of Directors to consist of thirty of the regular members elected by the members at their Annual Meet- ing and those chosen by the Board of Directors to fill vacancies as provided in the By-Laws. The Board of Directors shall consist of one-half men and one-half women, except that during the first three years after the first Annual Meeting, eighteen of the thirty directors may be men. Provision for the detail management of the Institu¬ tion also defining the organization, duties and powers of the Board of Directors may be set forth in the By- Laws. Unless and until otherwise provided by the members by the vote of a majority of the members, the By-Laws hereto annexed and those hereafter adopted or amended from time to time by the Directors, shall be the By-Laws of the Institution. Article Sixth. — Removal of Members. If during the period of one year any member shall have neither attended an Annual or Special Meeting of the Members, or a Regular or Special Meeting of the Board of Directors, or of the Executive Committee, or rendered on some other committee or in some other man¬ ner service satisfactory to the members, then the mem¬ bers may construe such absence and such lack of satis¬ factory sendee as a resignation, or may therefore remove such member from membership in order that the vacancy so created may be filled by some one more actively in¬ terested; provided, however, that a majority vote of the men members and a majority vote of the women members shall be required for such action. No member shall be removed except by a resolution duly presented 38 and seconded at a meeting of the members. Action on such resolution shall not be taken until after at least thirty days, and at least ten days’ notice shall be given to the member of such proposed action and of the time of the meeting at which the same will be considered. Such notice may be given by mailing the same to the member at his last known post office address or by per¬ sonal service thereof. Article Seventh. — Committees. If a majority of the men or a majority of the women properly present at any meeting of the Members or of the Directors or Executive Committee shall make a de¬ mand upon the officer or body authorized to appoint a committee, except the Executive Committee, that such committee shall contain an equal number of men and women, the committee to be appointed shall be so con¬ stituted. Said demand may refer to a special committee or may include all committees to be appointed during a definite period not exceeding one year. Article Eighth. —Preservation of Equal Represen¬ tation. Every amendment of the By-laws and every resolu¬ tion, either of which shall affect or disturb the equal divi¬ sion of voting or executive power between the body of men and the body of women in the corporation or upon the Board of Directors, shall be voted upon in the same man¬ ner and under the same provisions as those for amending the constitution. 39 Article Ninth.— Auxiliary and Honorary Bodies. For the purpose of assisting in the work of the Insti¬ tution or for the purpose of raising money for the support and endowment, or for increasing public interest in its work, or for other purposes beneficial to the Institution, the Board of Directors is hereby empowered to create, authorize and officially recognize directly or through the executive committee and officers, auxiliary bodies or committees of persons who are not members of the cor¬ poration, and they may, under the name “Patron” or some other title, establish a class for the recognition of individual assistance from non-members. Article Tenth. — Amendment. This Constitution may be altered or amended by a concurrent affirmative vote of two-thirds of the entire number of the regular men members of the Institution and of two-thirds of the entire number of the regular women members of the Institution expressed at a Regular or Special Meeting. Notice of the proposed amendment must be given in a notice of meeting mailed to each mem¬ ber ten days prior to such meeting. 40 BY-LAWS OF THE NEW YOKK NURSERY AND CHILD’S HOSPITAL. ARTICLE I. BOARD OF DIRECTORS. Section 1. The property, business and affairs of the corporation shall be managed by a Board of Directors not exceeding thirty (30) in number as provided by the constitution and agreement of consolidation. The first Board of Directors shall consist of those persons who are nominated therefor in the agreement of consolidation and shall hold office until the first annual meeting of the Members of the Corporation. At the first annual meeting of the Members of the Corporation thirty (30) directors shall be elected from the members, and divided into three classes, to serve one, two, and three years each, respectively, and thereafter the term of office of one class only shall expire each year and the term of their successors shall be as many years as there are classes. Thereafter at each annual meeting of the Mem¬ bers of the Corporation, directors shall be elected to fill the offices of the classes whose term of service has ex¬ pired. In the event of vacancies occurring during any term the Board of Directors may fill such vacancies by selecting persons from the members of the corporation to serve as directors until the expiration of the term in which said vacancy occurred. All directors shall be 41 chosen from the members of the corporation and shall consist of equal numbers of men and women except that during the first three years after the first annual meeting of the members of the consolidated corporation the Board may be composed of three-fifths men and two-fifths women. At all elections after the first three years men or women shall be chosen, so as to preserve an equal representation. All directors shall hold office until their successors are elected. Section 2. The Board of Directors shall have the powers given by the General Corporation Law and the Membership Corporations Law and other statutes of the State of New York and the charters of the New York Infant Asylum and the Nursery & Child’s Hospital, and the general powers of such officers of a corporation. At all meetings of the Board of Di¬ rectors nine shall constitute a quorum for the transaction of ordinary business, but no purchase, sale or other dis¬ position of real estate, nor election, or removal of officers of the corporation, nor election to fill a vacancy on the Board of Directors or among the members, nor any con¬ tract involving an expenditure of $5,000 or upwards shall be made, nor any by-laws adopted, amended or repealed, without the presence of a majority of the Directors then in office. Section 3. The Board of Directors shall hold their annual meeting as soon as practicable in the month of November in each year after the annual meeting of the Members of the Corporation, and thereafter shall hold meetings in January, March and May of each year and 42 may hold special meetings at any time when called by the recording secretary on the written request of the President or the written request of nine directors. Section 4. In the event of vacancies occurring among the members of the Corporation, the Board of Directors shall elect persons to fill such vacancies pursuant to the Constitution. ARTICLE II. OFFICERS. Section 1. The officers of the corporation shall consist of the following: (1) President (2) Vice-President (3) Treasurer (4) Recording Secretary (5) Corresponding Secretary (6) General Counsel who shall hold their respective offices for a period of one year from the date of their election or until the next an¬ nual meeting of the Board of Directors, or until their successors are elected, or until their term of office as directors has expired. They shall be chosen by ballot at the annual meeting of the Board of Directors from among the directors. Any vacancy occurring before the annual meeting may be filled at any meeting of the Board of Di¬ rectors at which a majority of the directors then in office shall be present, and the officers to fill such vacancy shall be chosen by ballot. The officers so chosen shall hold office until the expiration of the term in which the va¬ cancy occurred. 43 Section 2. The President shall preside at all meetings of the Board of Directors and at all meetings of the members of the corporation, and shall perform such other duties as may be required by the constitution and by-laws. He shall appoint all committees in his discre¬ tion except as otherwise provided by the constitution and by-laws or by vote of the Board of Directors or Mem¬ bers. He shall be ex-officio a member of all committees. Section 3. In the event of a vacancy in the office of president or during his absence or inability to act, his duties and powers shall devolve upon the Vice-President; should the vice-president be unable to act a president pro tern shall be chosen by the Board of Directors. Section 4. The Treasurer shall be charged with the custody of all papers and documents relating to the property of the corporation and of all securities owned by the corporation except as otherwise provided, and all moneys belonging to it. He shall have the custody of the corporate seal, which shall be used only upon the authority of the Board of Directors. He shall keep such accounts with banks and trust companies as the Board of Directors shall direct, and shall deposit therein all moneys immediately upon receiving them. He shall keep such accounts as may be necessary to show the re¬ ceipts, expenditures and financial condition of the cor¬ poration or as may be required by the Board of Direc¬ tors, or the Executive Committee. He shall pay no money or transfer any securities or property without the authority of the Board of Directors or of the Execu¬ tive Committee, and he shall make an annual report of 44 all funds received and disbursements made by him to the members of the corporation at their annual meeting, and shall also make report to the Board of Directors at each meeting thereof and to the Executive Committee at such times and in such form as this Committee shall direct. He shall keep a complete list of names of sub¬ scribers and donors and perform such other duties as the Board of Directors may from time to time specially direct. Section 5. The Recording Secretary shall take the minutes of all meetings of the members of the corpora¬ tion and of the Board of Directors, and shall notify all persons of their appointment as members, directors and officers, or of their appointment on any auxiliary com¬ mittees, and inform directors of their appointment on committees, and keep a complete list of the names and residences of members and directors, and shall inform members and directors of all meetings of their Boards respectively. At least five days’ notice of regular meet¬ ings shall be given, but in the case of special meetings twenty-four hours’ notice shall be sufficient. Notice of meetings mailed to the last address furnished to the re¬ cording secretary by a member or director shall be suffi¬ cient. The recording secretary shall perform such other duties as usually pertain to this office or may be imposed upon him by the Board of Directors. Section 6. The Corresponding Secretary shall con¬ duct all of the correspondence of the corporation not necessary to be conducted by other officers, and shall 45 have charge of the preparation and publication of the annual report. Section 7. The General Counsel shall act as legal ad¬ viser of the corporation, but shall not be required to con¬ duct litigation or real estate transactions, but may be authorized to retain paid counsel for such matters by the Executive Committee in their discretion. Section 8. All officers shall serve without compensa¬ tion. AKTICLE III. Committees. Section 1. At the annual meeting of the Board of Directors in November, the President shall appoint the following standing committees, viz.: (1) Executive Committee, (2) Finance and Auditing Committee, (3) Nominating Committee, (4) Committee on Homes for Children, (5) House and Inspection Committees, (6) Charity Ball Committee. The President shall have power to appoint the chair¬ men of all committees and to fill vacancies thereon, and all appointments on committees shall be entirely in the discretion of the President unless otherwise provided by the constitution or by-laws or unless prior to such ap¬ pointment a resolution be passed by the Board of Direc¬ tors designating the membership or providing other methods of appointment, or unless a demand for repre¬ sentation on any committee be made by either the men 46 or women on the Board of Directors according to the provisions of the agreement of consolidation and the con¬ stitution. Section 2. The Executive Committee shall consist of nine directors in addition to the President ex officio, of whom not less than four shall be men and not less than four shall be women, five of whom shall constitute a quorum. The Executive Committee shall meet at least once monthly at such time and place as it may direct, and meetings may be called at any time by the Chair¬ man or any two members of the Committee. The Execu¬ tive Committee shall have general charge of the property and business of the corporation, with power to make rules and regulations and audit bills and accounts for payment and approve vouchers and authorize repairs and disburse¬ ments, pay rolls and supplies. In no case shall such repairs or disbursements exceed $5,000 for any one item without the authority of the Board of Directors, but this limitation shall not apply to monthly pay rolls and sup¬ plies. The Executive Committee shall also have full power to employ and discharge all employees, house phy¬ sicians, and members of the house staff, and fix their compensation, and full control of the admission and dis¬ charge of inmates and power to suspend employees or house physicians or members of the house staff for de¬ linquency pending investigation, but appointments of house physicians or members of the house staff shall be made only on the recommendation of the Medical Board or the Executive Committee thereof. No payments of money of the corporation shall be made nor shall any indebtedness be incurred nor any con- 47 tract be entered into without the authority of the Execu¬ tive Committee or the Board of Directors, unless other¬ wise specially provided by the Board of Directors or the constitution or by-laws. Section 3. The Finance and Auditing Committee shall consist of six directors and shall have general super¬ vision over the financial resources of the corporation and devise means for raising funds and shall have access with the Treasurer to the safe deposit box of the corpora¬ tion and shall examine the Treasurer’s accounts at the close of each year prior to the annual meeting, together with the securities, and report upon them to the Board of Directors, and shall have also authority to employ such expert accountants as they may deem necessary to aid in such examination and report. Section 4. The Nominating Committee shall consist of six directors, of whom four shall constitute a quorum. The Nominating Committee shall have power to nomi¬ nate persons to fill vacancies among the members of the corporation and for election to the Board of Directors, and to fill positions on the Medical Board or under the Medical Board. No person shall be eligible for election as a member or director unless nominated by the Nomi¬ nating Committee or nominated by a petition in writing signed by at least ten members of the Board of Directors. Section 5. The Committee on Homes for Children shall consist of ten directors, of whom three shall consti¬ tute a quorum, and shall have general charge of the adop¬ tion of children and placing them out in free or tempor¬ ary homes, and shall have supervision of them afterwards. 48 Section 6. The House and Inspection Committee shall consist of ten directors whose duty it shall he to ex¬ amine at least once in each month all buildings of the cor¬ poration, and the methods employed for carrying on the work of the corporation, and the conduct of the em¬ ployees of the corporation, and shall report to the Exe¬ cutive Committee at least once in each month the result of such inspection and their recommendations in connec¬ tion therewith. Section 7. The Charity Ball Committee shall consist of ten directors and shall have full power to organize, manage and maintain the annual Charity Ball in the name of and for the benefit of the New York Nursery & Child’s Hospital. It shall have power to select from its own number a chairman, treasurer and secretary, and other officers and may associate with itself other persons not members of the corporation, and may create and au¬ thorize auxiliary committees and bodies to assist it in the management of the ball and in arousing public interest therein as it may deem best. The Charity Ball Committee shall have power to re¬ ceive and disburse money in connection with the manage¬ ment of the ball, and may incur indebtedness in connec¬ tion therewith not in excess of an amount to be fixed by the Board of Directors or the Executive Committee, and shall report to the Board of Directors annually and shall pay over any surplus arising from such ball to the Treasurer. Section 8. Special Committees may be appointed by the President at any time to collect special Christmas funds and gifts, and special Easter funds and gifts, and 41) to organize and maintain a sewing class, and to raise a Fresh Air Fund, and for such other purposes as shall tend to excite the interest of, and invite assistance from the public, or for any other lawful purpose. ARTICLE IV. AUXILIARY BODIES. Section 1. As authorized by the Constitution and for the purpose of obtaining for the expansion, maintenance and administration of the work of the Institution the in¬ terested, efficient and organized co-operation of a larger number of persons than can be practically included in the corporate voting membership, the Board of Direc¬ tors may in such ways as shall increase the efficiency without lessening or confusing the authority of the Board, associate with itself or with its committees per¬ sons who are not members of the corporation, and may commit to such non-members any special and subordinate work which is not, by its nature properly the exclusive work of the Board of Directors as the Board of ultimate responsibility. Such non-members shall have no vote in the management of the corporation except in the con¬ duct of the committee upon which they may serve, and they shall have no responsibility except for the faithful and proper performance of such service as they may agree to render. This service shall always be subject to the provisions of the constitution and by-laws and other- rules and resolutions of the Board of Directors relating thereto. Section 2. Associate Managers. In conformity with the provisions of Section 1 of this Article, the Board of Directors is authorized to establish and organize for its assistance a body of persons not corporate members un¬ der the name “Associate Managers.” They shall be elected by the Board of Directors at the Annual Meet¬ ing or by the Board or the Executive Committee from time to time during the Corporate year. Their term of office unless otherwise provided in special cases shall expire at the Annual Meeting of the Directors next following their election. They shall consist of men and women who will serve on Inspection Com¬ mittees, organize and manage Christmas and Easter Fund Committees, Sewing Classes and other auxiliary bodies or who will in any way intimately and actively interest themselves in some branch of the work of the Institution. All managers and members of the Advisory Board of the Nursery and Child’s Hospital not named as members of the Consolidated Corporation and the members of the Ladies’ Committee of the New York Infant Asylum on June first, 1909, shall be the first Associate Managers. The Associate Managers may visit the Institution from time to time and may attend the annual meeting. They shall receive copies of the annual report and the report of the overseers, and shall annually appoint a committee of not less than three to report to the Directors of the corporation at their annual meeting on the general work and efficiency of the Institution, together with their recommendations for the future conduct of the same. Section 3. Founders. All members of the Board of Managers of the Nursery & Child’s Hospital and of its advisory Board and all the members of the Board of Managers of the New York Infant Asylum and its Ladies’ Committee on the first day of June, 1909, are 51 and shall be designated as founders. Founders shall have no responsibility as such and shall have no vote. They shall have the privilege of visiting the Institution at any time and of offering advice as to its management in any particular. Founders of the New York Nursery and Child’s Hospital. Mrs. Joseph S. Auerbach, Mrs. Henry Clay Adams, Mrs. Edward J. Berwind, Mrs. Henry B. Barnes, Mrs. George H. Benjamin, Mrs. Oliver Bronson, Mrs. John M. Bowers, Mrs. Prescott Hall Butler, Mrs. Winthrop Burr, Mrs. Henry M. Day, Mrs. Frederick J. DePeyster, Mrs. F. Ashton DePeyster Mrs. William C. Egleston, Mrs. James W. Gerard, Mrs. James J. Goodwin, Mrs. Thomas Hicks, Mrs. Charles I. Hudson, Mrs. John Hays Hammond, Mrs. W. W. Heaton, Miss Helen D. Hunt, Mrs. Benjamin Knower, Mrs. Henry S. Kingsley, Mrs. William M. Kingsland, Miss Eleanor Leroy, Miss Ruth Lawrence Mrs. Wm. Goadby Loew, Mrs. Lewis Cass Ledyard, Mrs. George H. Macy, Mrs. Henry S. Morton, Mrs. Charles F. Maclean, Mrs. Robert Nicol, Mrs. Edward Oothout, Miss C. H. Patterson, Mrs. Dallas Bache Pratt, Mrs. Charles Phelps, Mrs. Frank B. Porter, Mrs. William Robison, Mrs. Wm. Hamilton Russell, Mrs. Charles F. Roe, Mrs. Algernon Sydney Sullivan, Mrs. Earnest F. Schaffer, Mrs. Lawrence Stoddard, Mrs. Henry W. Taft, Mrs. Lewis F. Whitin, Miss. Adelaide White, Mrs. Frank S. Wetherbee, Mr. Stephen Baker, Mr. Clark Bell, Mr. G. Morgan Browne, Mr. Gheradi Davis, Mr. Arthur DuBois, Mr. Francis B. Griffin, Mr. W. W. Heaton, Mr. Henry E. Howland, Mr. Edward de P. Livingston, Mr. Jacob W. Miller, Mr. Nicholas Palmer, Mr. Irving Paris, Mr. P. Stuyvesant Pillot, Mr. Frederick W. Rhinelander, Mr. Beverley R. Robinson, Mr. W. Emlen Roosevelt, Mr. Louis L. Stanton, Mr. George IL Sullivan, Mr. Gardiner Wetherbee, 52 Section 4. Board of Patrons and Overseers. For the purpose of multiplying as much as possible the num¬ ber of persons interested in the success, maintenance and management of the institution and identifying with it persons whose advice, co-operation, influence and en¬ dorsements may be of value, the Board of Directors may establish a class of such persons to be known as Patrons and Overseers and may from time to time elect persons to be members of such body. The Patrons and Overseers shall each year choose from their Board an Inspection Committee of not less than three, and such Board shall have the privilege of visiting the Institution at any time and shall make a thorough investigation of its management and affairs and offer advice as to the same, and it shall be its duty to make at least one inspection each year of every department of the institution and make a report thereon, to the members of the corporation at their annual meeting. In the event that the Patrons and Overseers have not chosen such committee, within one month after the annual meeting of the members of the corporation the Board of Directors shall appoint such committee from among the Patrons and Overseers. The Patrons and Overseers as such shall have no responsi¬ bility for or vote in the management of the corporation. Section 5. Annual Contributors. All persons who shall during any current year contribute the sum of $5 or more to the funds of the corporation shall be known as “Annual Contributors” for that year. All annual contributors of the New York Infant Asylum and the Nursery & Child’s Hospital upon the first day of June, 53 1909, shall be and become Annual Contributors of the New York Nursery & Child’s Hospital. Annual Con¬ tributors shall have no vote as such. ARTICLE V. MEDICAL BOARD. Section 1. The Board of Directors shall appoint annually upon the recommendation of the Nominating Committee the folloAving consulting and attending phy¬ sicians and obstetricians who shall constitute the Medical Board, and shall hold office for one year or until their successors are appointed, viz.: Three or more consulting physicians, Three or more consulting obstetricians, Three or more attending physicians, Three or more attending obstetricians. Section 2. The Board of Directors may also appoint annually upon the recommendation of the Nominating Committee a consulting sanitarian and an attending sanitarian, and a curator and pathologist, and one or more adjunct attending physicians and one or more ad¬ junct attending obstetricians who shall not be members of the Medical Board and who shall hold office for one year or until their successors are appointed. Section 3. The Medical Board shall meet quarterly and shall organize by the election of a chairman and secretary, and shall also select an executive committee which shall meet monthly. The chairman shall preside at all meetings of the Medical Board and in his absence 54 a chairman pro tern shall be elected. The Secretary of the Medical Board shall keep a correct record of all proceedings of the Medical Board. The Medical Board shall report annually to the Board of Directors and monthly to the Executive Committee of the Board of Directors. Vacancies in the Medical Board may be filled at any regular meeting of the Board of Directors on the recommendation of the Nominating Committee. Section 4. There shall be a resident physician in each branch of the Institution and such assistant resi¬ dent physicians as the Executive Committee of the Board of Directors shall deem necessary. They shall be gradu¬ ates in medicine and shall be recommended by the Medi¬ cal Board to the Executive Committee of the Board of Directors and be appointed for such terms as the Execu¬ tive Committee of the Board of Directors shall prescribe. ARTICLE VI. SECURITIES AND RECORDS. Section 1. All bonds, stocks and all invested securi¬ ties and evidences of value shall be kept in a safe in the vault of a safe deposit company to be taken in the name of the corporation. Access to the safe containing the securities shall only be had by the Treasurer when accom¬ panied by a member of the Finance and Auditing Com¬ mittee, or in the absence of the Treasurer by two members of the Finance and Auditing Committee. A record shall be made of each visit to the vault in a book provided for that purpose, stating over the signature of the visitors all changes made in the contents of the safe, and. when no changes are made, the object of the visit. This record shall be submitted to the Board of Directors at its next subsequent meeting. The principal of no stock or bond shall be collected by the Treasurer nor shall any changes be made in the investments of the corpora¬ tion without authority in writing of the Finance and Auditing Committee or a resolution of the Board of Directors. Section 2. All books, papers and records of the cor¬ poration except as otherwise provided by the Executive Committee shall be kept in the office of the Corporation and open to inspection by members and directors subject to such rules as the Executive Committee may prescribe. ARTICLE VII. AMENDMENTS. These By-Laws may be revised or amended at any regular or special meeting of the Board of Directors where a majority of the Board then in office is present, provided however that notice in writing of such proposed amendment shall have been given at a preceding regular or special meeting. 56 Exhibit D. CERTIFICATE OF APPROVAL By the Nursery and Child’s Hospital. State of New York, City and County of New York, Mary Mildred Sullivan and Julia C. Oothout, be¬ ing severally duly sworn, depose and say and each for her¬ self deposes and says: That a Special Meeting of the Nursery and Child’s Hospital was duly held at the Hos¬ pital Building, corner of Lexington Avenue and 51st Street, in the City of New York, on the third day of June, 1909, the Special Meeting having been called for the purpose of considering the approval of the foregoing agreement and petition; that a quorum was present at such meeting and that a resolution for the approval of said agreement and petition was duly made, seconded and presented for consideration to said meeting; that the total number of votes cast upon said question was twenty of which nineteen votes were cast in favor of said reso¬ lution and one vote was cast against the same; that the number of votes cast in favor of such resolution was more than three-fourths of all the votes lawfully cast at such meeting. That deponents were respectively Chairman and Clerk of said meeting. Mary Mildred Sullivan, Chairman. Julia C. Oothout, Clerk. [SEAL OF NURSERY AND CHILD^S HOSPITAL.] Sworn to before me this ) 24th day of June, 1909. ^ John J. Tierney, [seal of Notary Public, Kings Co. notary.] Certf. filed in New York Co., N. Y. 57 Exhibit E. CERTIFICATE OF APPROVAL. By the New York Infant Asylum. State of New York, City and County of New York, Stephen Baker and G. Morgan Browne, being sever¬ ally duly sworn, depose and say and each for himself de¬ poses and says: That a Special Meeting of the New York Infant Asylum was duly held at the Manhattan Com¬ pany Bank, No. 40 Wall Street, in the City of New York, on the 17th day of June, 1909, the Special Meeting- having been called for the purpose of considering the ap¬ proval of the foregoing agreement and petition; that a quorum was present at such meeting, and that a resolu¬ tion for the approval of said agreement and petition was duly made, seconded and presented for consideration to said meeting; that the total number of votes cast upon said question was ten, of which ten votes were cast in favor of said resolution and no vote was cast against the same; that the number of votes cast in favor of such resolution was more than three-fourths of all the votes lawfully cast at such meeting. That deponents were respectively Chairman and Clerk of said meeting. Stephen Baker, Chairman. G. Morgan Browne, Clerk. Sworn to before me this > 24tli day of June, 1909. ) John J. Tierney, Notary Public, Kings Co. Certf. filed in New York Co., N. Y. [seal of NOTARY.] 58 Exhibit F. ASSETS AND LIABILITIES Of the Nursery and Child^s Hospital. May 1st 1909. Beal Estate in fee, Borough of Manhattan... .$ 70,000 “ “ “ “ Borough of Richmond. . . 50,000 Investment mortgages. 180,500 Rail Road Bonds—par value. 40,000 Fund held by Trustees. 32,911 Cert, of Deposit N. Y. Life & Trust Co. 10,000 Cash in Bank. 4,410.75 In addition to the above the Corporation holds under lease from New York City the land on S. E. Cor. of Lex. Ave. & E. 51st St. upon which part of its Hospital Buildings stand. Difficult to appraise. Total par values less value of the leasehold property.|387,821.75 Liabilities Accounts payable.$ 2,885.14 Net assets at par less value of leasehold prop¬ erty .$384,936.61 Income for One Year Ending Dec. 31st, 1908. N. Y. City Comptroller.$ 4,512.25 Investments. 12,410.41 Charity Ball & Special Committee Funds. 13,935.33 Donations, Subscriptions, Legacies. 10,746.55 House Income. 7,973.93 Sale of Hay from Country Branch. 75.00 $49,653.47 Mary E. Nicol. Treasurer. 59 State of New York, ) County of New York, \ SS *' On this 24th day of June, A. D. 1909, personally ap¬ peared before me, a Notary Public in and for the County of New York, Mary E. Nicol, the Treasurer of the above named Corporation who being duly sworn according to law, did depose and say that the foregoing report is true and correct to the best of her knowledge and belief. Mary E. Nicol. Sworn to before me the day > and year aforesaid. £ John J. Tierney, [seal of Notary Public, Kings Co. notary.] Certf. filed in New York Co., N. Y. Exhibit G. Assets and Liabilities of THE New York Infant Asylum. April 1, 1909. Assets: Real Estate & Buildings at 61st St. and Amsterdam Ave., N. Y. City. . .$265,169.93 Mortgage on Property at Mt. Yernon. . . 80,000.00 Stocks and Bonds. . . 54,801.00 Long Island Property. .. 12,610.47 Furniture & Fixtures. 2,489.27 Due from Comptroller City of N. Y. .. 21,274.03 Cash in Banks. .. 16,118.89 $452,463.59 60 Liabilities: Mortgage on Long Island Property.$ 3,000.00 Bills Payable. 25,000.00 Accounts Payable. 11,668.79 Salaries & Labor. 1,291.23 40,960.02 Net Worth $411,503.57 Income for One Year—Ending Oct. 1st, 1908. Comptroller City N. Y.$113,715.00 From Investments. 7,996.00 “ Donations . 3,250.00 “ Pay Patients. 5,313.76 $130,274.76 Francis B. Griffin. Treasurer. State of New York, ) County of New York, ) SS *' On this 28th day of June, A. D. 1909, personally ap¬ peared before me, a Notary Public in and for the County of New York, Francis B. Griffin, the Treasurer of the above named Corporation who being duly sworn accord¬ ing to law, did depose and say that the foregoing report is true and correct to the best of his knowledge and be¬ lief. Francis B. Griffin. Sworn to before me the day ) and year aforesaid. ) John J. Tierney, [seal of Notary Public, Kings Co. notary.] Certf. tiled in New York Co., N. Y. 61 SUPPLEMENTARY AGREEMENT. Memorandum of a Supplementary Agreement made this 11th day of November, 1909, by and between the Nursery and Child’s Hospital, party of the first part, and the New York Infant Asylum, party of the second part, two membership corporations existing and incor¬ porated under the laws of the State of New York for kin¬ dred purposes. Whereas, in an agreement between the Nursery and Child’s Hospital and the New York Infant Asylum, dated June 24th, 1909, whereby both said Institutions agreed to consolidate, it was stated in Paragraph Second that said corporations agreed to consolidate in pursuance of the provisions of Section Seven of the Membership Corpora¬ tions Law of the State of New York under Article I of Chapter XLIII of the General Laws; and Whereas, during the negotiation for consolidation and the preparation of the agreement, to wit, on the 17th day of February, 1909, said General Law and Chapter 493 of the law T s of 1906 amending same were repealed and a new law enacted relating to the same subjects and entitled the Membership Corporations Law—being Chap¬ ter 40 of Laws of 1909; and Whereas, Section Seven of Article II of said Chapter 40 of Laws of 1909 contains the same only and all of the same provisions for consolidation as said Section Seven of Article I of Chapter 43 of General Laws above men¬ tioned as amended by Section 1, Chapter 493, of Laws of 1906. Said Sections in the old and in the new law being identical word for word; and 62 Whereas, all of the requirements of said Section Seven, Article II, of Chapter 40, of Laws of 1909, pre¬ liminary to the presentation of the petition to the Court have been complied with; and Whereas, in sub-divisions D and F in the list of per¬ sons who will be the first directors of the consolidated corporation and in the list of persons who will constitute the first members of the consolidated corporation, certain married women have been designated by the names of their husbands. Now the above named corporations do hereby amend said agreement by striking out from the last line but one of said “Second” paragraph of said agreement the words “Article 1 of Chapter XLIII of the General Laws” and substituting therefor the words “Article II of Chapter Thirty-five of the Consolidated Laws, being Chapter 40 of the Laws of 1909,” and hereby further amend said agreement by striking out from said second paragraph in Subdivision D thereof the names of the married women designated therein by the names of their husbands and substituting therefor their own names, so that the list of the names of the same twelve women, including the names of such unmarried women as were on the original list shall now read as follows: Mary Mildred Sullivan, Mary M. Kingsland, Sarah V. Day, Mary E. Nicol, Julia C. Oothout, Virginia P. Adams, Hermanie Berwind, Josephine S. Goodwin, Ruth Lawrence, Mary S. Wetherbee, Angie King Hicks, Katharine H. Auerbach, G3 and be further amended as to Subdivision F of the sec¬ ond paragraph by striking out therefrom all of the names of the married women designated by the names of their husbands and substituting therefor their own names, so that the list of the names of the same twenty women including the names of such unmarried women as were on the original list shall now read as follows: Mary Mildred Sullivan, Mary M. Kingsland, Sarah V. Day, Mary E. Nichol, Julia C. Oothout, Virgina P. Adams, Hermanie Berwind, Josephine S. Goodwin, Ruth Lawrence, Mary S. Wetherbee, Angie King Hicks, Katharine H. Auerbach, Grace L. Benjamin, Ella L. Egleston, Sarah E. K. Hudson, Katherine Bogart Roe, Jeannie F. J. Robison, Frances Page Burr, Mary C. Knower, Florence B. Loew. In witness whereof, the party of the first part has caused its corporate seal to be hereunto affixed and these presents to be signed by its First Directress and Secre¬ tary, and the party of the second part has caused its cor¬ porate seal to be hereunto affixed and these presents to be signed by its President and Secretary the day and year above written, the execution hereof having been au¬ thorized by resolution of the respective Boards of Man¬ agers of the parties hereto. Nursery and Child's Hospital, [seal.] By Mary Mildred Sullivan, First Directress. Julia C. Oothout, Secretary Nursery & Child’s Hospital. New York Infant Asylum, [seal.] By Stephen Baker, President. Beverley R. Robinson, Secretary. 64 State of New York, / 7 v ss * County of New York, \ On this 11th day of November, 1909, before me per¬ sonally came Mary Mildred Sullivan and Julia C. Oothout, to me known, who, being by me severally duly sworn, did depose and say and each for herself says: that she resided in the City of New York; that they are re¬ spectively the First Directress and Secretary of the Nursery and Child’s Hospital, the corporation described in and which executed the above instrument; that she knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Managers of said cor¬ poration and that they signed their names thereto by like order as First Directress and Secretary, respectively. John J. Tierney, [seal.] Notary Public, Kings County, Certf. filed in New York Co., N. Y. State of New York, County of New York, On this 11th day of November, 1909, before me per¬ sonally came Stephen Baker and Beverley R. Robin¬ son, to me known, who, being by me severally duly sworn, did depose and say and each for himself says: that he resided in the City of New York; that they are respectively the President and Secretary of the New York Infant Asylum, the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order 65 of the Board of Managers of said corporation and that they signed their names thereto by like order as President and Secretary, respectively. John J. Tierney, Notary Public, Kings Co., [seal.] Certf. filed in New York Co., N. Y. No. 708. Form 9. State of New York, County of New York, I, William F. Schneider, Clerk of the said County and Clerk of the Supreme Court of said State for said County, do certify, That I have compared the preceding with the original Petition on file in my office, and that the same is a correct transcript therefrom, and of the whole of such original. (Endorsed.)—Filed March 2nd, 1910. In witness whereof, I have hereunto subscribed my name and affixed my official seal this 3rd day of March, 1910. (Signed) Wm. F. Schneider, Clerk. [seal of the STATE OF NEW YORK.] ENDORSEMENT OF APPROVAL OF THE ATTORNEY-GENERAL OF THE STATE OF NEW YORK November 12th, 1909. Approved as to form (Signed) Edward R. O’Malley Attorney-General. 11/12/09. 66 CERTIFICATE OF APPROVAL BY THE STATE BOARD OF CHARITIES [seal.] No. A 53. State of New York. State Board of Charities, The Capitol at Albany. In the Matter of The Incorporation of New York Nursery and Child’s Hospital. Whereas, Application has been made to the State Board of Charities for its approval of the incorporation of the New York Nursery and Child’s Hospital to be formed by the Consolidation of the Nursery and Child’s Hospital and the New York Infant Asylum, and Whereas, On due inquiry and investigation it appears to said Board desirable and proper that such institution shall be so incorporated. Now, therefore. In pursuance of and in conformity with the provisions of Chapter 40 of the Laws of the State of New York, enacted February 17, 1909, the said State Board of Charities hereby certifies that it approves of the consolidation of the Nursery and Child’s Hospital and the New York Infant Asylum under the corporate (57 name of the New York Nursery and Child's Hospital, the petition for the incorporation of which is hereunto an¬ nexed. In witness whereof, the said Board has this 17th day of November, 1909, caused these Presents to be sub¬ scribed by its President and attested by its Secretary and its official seal to be hereunto affixed. William R. Stewart, [seal.] President. Attest: Robert W. Hill, Secretary. * i [2586F]