SEVENTH-DAY ADVENTIST PUBLISHING ASSOCIATION
THE second meeting of the Seventh-day Adventist Publishing Association convened in the Tabernacle in Battle Creek, Mich., February 28, 1895, at 3 P. M., President O. A. Olsen in the chair. Elder G. D. Ballou offered prayer.GCB March 1, 1895, page 423.10
The minutes of the previous meeting were read and approved.GCB March 1, 1895, page 423.11
F. D. Starr, secretary of the Committee on Resolutions, presented the following report:—GCB March 1, 1895, page 423.12
Your Committee on Resolutions would respectfully submit the following report:—GCB March 1, 1895, page 423.13
In view of the good degree of prosperity that has been enjoyed by this Association and the confidence reposed in it by our own people and others, while so many large corporations have failed under the financial reverses of the past few years; therefore, —GCB March 1, 1895, page 423.14
1. Resolved, That we express devout gratitude to God for his special care and blessing in its behalf.GCB March 1, 1895, page 423.15
2. Resolved, That the stockholders of this Association are in harmony with the sentiments expressed in Resolution No. 19 of the General Conference Proceedings (page 358 of the BULLETIN).GCB March 1, 1895, page 423.16
3. Resolved, That Section 7 of Article 1 of the By-Laws be amended to read as follows:—GCB March 1, 1895, page 423.17
Section 7. The Board of Directors shall appoint and employ, and may discharge and remove for cause, all officers, writers, committees, workers, authors, artists, specialists, agents, and employees of the Association; and shall fix the salaries, wages, and the compensation of all its employees, and shall employ as editors of all its different papers such persons as shall be selected for such positions by the Seventh-day Adventist General Conference.GCB March 1, 1895, page 423.18
Whereas, What is known as the cumulative system of voting is legal in a few of the States of the Union, Michigan being among the number; and, —GCB March 1, 1895, page 423.19
Whereas, This system of voting is in our judgment manifestly unfair and liable to abuse; and, —GCB March 1, 1895, page 423.20
Whereas, Article 3, Section 9, of the By-Laws of this Association seems to show that this system of voting has the approval of the stockholders of this Association; therefore, —GCB March 1, 1895, page 423.21
4. Resolved, (1) That this system of voting does not meet with our approval.GCB March 1, 1895, page 423.22
(2) That Article 3, Section 9, of the By-Laws be amended by striking out all the words in said section between the thirty-ninth and eighty-fifth words so that as amended it shall read as follows:—GCB March 1, 1895, page 423.23
Section 9. In all elections for Directors every stockholder shall have the right to vote in person or by proxy the number of shares of stock owned by him, for as many persons as there may be Directors to be elected. All the Directors must be elected annually, and the entire number of Directors shall be balloted for at one and the same time, and not separately.GCB March 1, 1895, page 424.1
5. Resolved, That we authorize the Board of Trustees to furnish the proposed educational journal to those who pay full price for the Review and Herald without additional charge.GCB March 1, 1895, page 424.2
F. D. STARR,
H. W. KELLOGG, Committee.
D. A. ROBINSON.
M. C. Wilcox moved that the report be adopted by considering and acting upon each item separately.GCB March 1, 1895, page 424.3
Upon the resolution relating to the system of voting S. H. Lane inquired, if a stockholder still desired to use the cumulative method of voting, could he be legally debarred from doing so? The legal counsel of the Association, Mr. Hulburt, being present answered that such a member could not be legally debarred, and that the present action could only be considered as expressive of the stockholders’ disapproval of the method.GCB March 1, 1895, page 424.4
An explanation of the “cumulative system of voting” was requested, and H. W. Kellogg gave the same, illustrating upon the blackboard.GCB March 1, 1895, page 424.5
R. A. Underwood, as Secretary of the Nominating Committee, submitted the following names for members of the Publishing Association Board of Directors:—GCB March 1, 1895, page 424.6
A. R. Henry, H. W. Kellogg, W. W. Prescott, U. Smith, H. Lindsay, W. C. Sisley, F. D. Starr.GCB March 1, 1895, page 424.7
It was voted that O. A. Olsen continue to act as Chairman; further voted that he appoint tellers. C. D. Rhodes, C. H. Jones, C. Eldridge were so appointed, and the nominees were declared elected.GCB March 1, 1895, page 424.8
The directors, through their attorney, presented the following report:—GCB March 1, 1895, page 424.9
To the Stockholders of the Seventh-day Adventist Publishing Association, Assembled in regular meeting at Battle Creek, Michigan, February 28, 1895:—GCB March 1, 1895, page 424.10
Your Directors now and hereby report to you that the following and annexed schedule “A” [not given here] is a list of the stock of this Association, which has not been represented in stockholders’ meetings for the five successive years immediately preceding this date; to-wit, preceding February 28, 1895, and that the dates when any of said stock has been represented at any stockholders’ meeting of this Association, regular or special, are all prior to May 3, 1889, and that your Directors are not able to ascertain and do not know the residence or address of the owners of such stock, nor who such owners are.GCB March 1, 1895, page 424.11
The annexed schedule “A” is an alphabetical list of such stock, giving the names of the persons in whose name the stock now stands on the stock books, the number of certificate, the number of shares of stock represented by the certificate, and the date of the certificate.GCB March 1, 1895, page 424.12
On schedule “B” is given three different forms of stock certificates used by this Association for the issue of said stock, and comprehending all the different forms so used.GCB March 1, 1895, page 424.13
Said forms are marked “A,” “B,” and “C,” and opposite each person’s name in said schedule “A” is the letter “A,” “B,” or “C,” which is intended to refer to the form of certificate so marked in the schedule “B,” and shows what form of certificate each such person has.GCB March 1, 1895, page 424.14
Since the schedule “A” was prepared, some information has been obtained as to who the owners of some of said stock may possibly be, and where some of such owners may possibly reside or be addressed, and some information as to the life or death of some of such persons, but all of such information is hearsay and not primary proof; and while your Directors will promptly and faithfully follow up the information so received, and endeavor to prove the truth thereof, yet as all of the said stock has been and still is unrepresented as aforesaid, and much or all of said information may prove unreliable and profitless, your Directors have retained in said schedule “A,” all of the stock so unrepresented, and at present unknown, as aforesaid; and so far as investigations, based on said information, leads to the knowledge required by law, and as soon as said legal knowledge is obtained, such persons and stock will be struck from said schedule “A,” and dropped out of all proceedings for abandonment, and dealt with as by law required, and in a class other than that of abandoned stock.GCB March 1, 1895, page 424.15
Dated Feb.28, 1895.
OLE A. OLSEN,
LYCURGUS McCOY,
W. H. EDWARDS,
ARCHIBALD R. HENRY,
HARMON LINDSAY,
H. W. KELLOGG,
U. SMITH.
Following the reception of this report, the preamble and resolution given below were presented to the meeting:—GCB March 1, 1895, page 424.16
Whereas, The Directors of the Seventh-day Adventist Publishing Association have reported to the stockholders of said Association, certain stock as being stock which has not been represented in stockholders’ meetings for five successive years prior to this Feb.28, 1895, and none of which stock has been represented in any stockholders’ meetings, regular or special, except at meetings prior to May 3, 1889, and which stock the Directors of said Association are not able to ascertain, and do not know the residence or address thereof, nor who such owners are, which report has fully specified and identified the stock so far as the same is capable thereof and, —GCB March 1, 1895, page 424.17
Whereas, Schedules “A.” and “B.” hereto annexed are a list of the said stock and of the form of the certificate used, and the number and date of each certificate, and the number of shares of stock included in each certificate, now -GCB March 1, 1895, page 424.18
Resolved, That the Directors of this Association are hereby required and directed to forthwith take the necessary measures pursuant to the law in such case made and provided, to have said stock declared abandoned and surrendered and for the re-issue of the same.GCB March 1, 1895, page 424.19
This resolution was moved by Charles M. Andrews, and was supported by John N. Loughborough, The stock present was 6512 shares. The vote was, Aye, 6512; Nay, none. On motion of H. M. Mitchell, seconded by H. Lindsay, the meeting adjourned sine die.GCB March 1, 1895, page 424.20