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Articles of Associations


The following Articles of Association, recorded in the Court of Common Pleas March, 1855, is the document that gave birth to Mansfield Classical Seminary.

Articles of Association of the Mansfield Classical Seminary

The undersigned for the purpose of promoting moral and intellectual improvement, do associate under the following articles:

Article One

Section 1     The name and style of this association shall be “The Mansfield Classical Seminary” and by that name the subscribers, their associates and successors shall have in law and in fact, perpetual succession and continuance as a person in law and a body corporate, and shall be able by that name to sue and be sued, plead and impleded, before all manner of courts and in all manner of suits complaints and demands whatever, in as fit and perfect and effectual a manner as any other person, body politic or corporate within the commonwealth may or can do and shall have power to make, procure and have a common Seal and the power to break, alter and renew at pleasure, and to procure, and hold and sell and convey real and personal estate.

Section 2    The object of the association shall be to erect, establish and maintain in the village of Mansfield, Tioga County and State of Pennsylvania a Seminary of learning in which shall be taught all the branches pertaining to a thorough literary and scientific education and to that end to secure suitable grounds in said village, and thereon to erect convenient buildings and appurtenances to procure scientific apparatus and specimens, and a Library and employ and maintain teachers to,

Article Two

Section 1     The stock shall consist of shares of fifty dollars each and any person subscribing to these articles and contributing one or more shares to the funds of the society shall be entitled to a perpetual membership for each share, which shall be transferable with the stock, and shall entitle the holder to one vote for each share to the number of five at each annual meeting of the stockholders. Provided that no person shall be allowed to vote in his own right, without having subscribed to these articles.

Section 2    Executors or Administrators of deceased stockholders shall have a right to vote upon stock vested in them as such. When two or more persons present the same stock, the vote shall be cast by the eldest, unless they can otherwise agree.

Section 3    Any stockholder may be writing authorize another to vote in his stead: but no person shall represent more than five shares.

Article Three

Section 1     The general direction and supervising of affairs of the association except as otherwise provided shall be vested in the board of Trustees.

Section 2    The government of the Seminary both as to discipline and instruction shall be vested in the Faculty, consisting of the Principal and other Teachers.

Article Four

Section  1   The officers of the corporation besides the faculty, shall be a President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Librarian, fifteen Trustees and ten Honorary Trustees, all of whom except the Honorary trustees, Librarian and Treasurer shall be stockholders. The Treasurer shall not be a member of the board of Trustees.

Section  2   The President shall preside at the annual and special meetings of the stockholders. He shall have a right to preside at all meetings of the Board of Trustees whether sitting in their ordinary capacity or as a joint Board. He shall have custody of the corporate Seal, and his signature shall be necessary to attest any written conveyance, contract or power of attorney or agency, for firm on the part of the corporation. Provided, that in case of his absence or refusal to obey the lawful direction of the Board of Trustees, either of the Vice Presidents may act in his stead. He shall have authority at the request of the Board or the Faculty, or the stockholders to call a special meeting of the stockholders.

Section 3    The Recording Secretary shall make and keep a correct register of the names of the officers and of the members of the Faculty, names of the stockholders and Number of shares held by each and a record of the transfers of stock. he shall also record the proceedings of the Board of Trustees, prepare reports on the state of the Institution and perform such other duties as the trustees may direct or the Bylaws require.

Section 4    The Corresponding Secretary and the assistant under his direction shall control the correspondence of the association subject to the control of the President and the Board.

Section 5    The Treasurer shall collect, received and keep, all moneys of the association and pay out the same only to the order of the Board attested by the Presiding Officer and Secretary. He shall have custody of the Bonds, notes and other evidence of debt belonging to the association of which as well as of the monies received and paid out he shall keep regular accounts and shall present a clear and accurate statements to the Board of Trustees at each quarterly meeting and at any other time when requested by them. Before entering upon his Office he shall give his bond signed by at least two sufficient sureties and approved by the Board, for the faithful performance of his duty as Treasurer and delivery to his successor of all moneys, books and papers in his hands.

Section 6    The Librarian shall take care of the Library and perform such other duties as may be required by the Board. He shall for the present be appointed by the Board but after the appointment of the Principal and Teachers, the Librarian shall be appointed by the Faculty, act under their immediate direction and hold his Office subject to their pleasure.

Section 7    The Teachers, except the Principal, shall be appointed by the Board of Trustees and shall be removable at their discretion.

Section 8    Eight Trustees regularly convened shall constitute a governor of the Board. The Board shall have the right, in the absence of the President and Vice President or Recording Secretary to supply their place by a temporary appointment. IT shall be their duty to supply all vacancies that may occur in any elective office until the next election. They shall have authority to enact Bylaws, not repugnant to these articles, and to propose to the annual meeting of the stockholders amendments to these articles which if approve by two-thirds of the vote, and affirmed by decree of the Court having jurisdiction shall become part of the fundamental law of the association, provided that no alteration shall ever be made impairing the Relations of the Institution with the Methodist Episcopal Church without consent of the Annual Conference having Jurisdiction of the Territory. They shall cause full reports of the state of the institution pecuniary and educational; to be made annually to the general meeting of the stockholders, and the East Genesee Conference of the Methodist Episcopal Church. The regular meetings of the Board shall be held quarterly as nearly as may be but so that one shall be held at the close of each Academic Term and one about two weeks before the annual meeting of the Stockholders. They may meet at other times by adjournment or at the call of the President.

Section 9    The Honorary Trustees shall have authority to the school and impart such counsel as they may think best. They shall have also the right to sit with the Board of Trustees in discussion and participate in all their discussions, but not to vote.

Article Five

Section 1     All officers except the Principal, teachers and Librarian shall be elected by the stockholders at their annual meeting. Of these the Trustees shall be elected for three years and the others for one year. Five Trustees shall be elected annually. The Trustees now chosen by this association provisional to a corporate organization, namely: Rev. Wm. Manning, T. L. Baldwin, Guilford R. Wilson, Rev. A. Sherwood, Richard Videon Sen., Joseph Hubbell, Lyman Reynolds, Hon. D. L. Sherwood, J. S. Hoad, J. B. Clarke, B. M. Bailey, L. Beach Junior., Amos Bixby, Joseph P. Morris, and Wm. R. Mitchell, shall as soon as may be, after incorporation decreed, divide themselves by lot, into three classes of five each to be designated as Nos. one, two and three. The official term of the first class shall extend to the first annual election, that of the second class one year and that of the third class two years longer and no more. All the other provisional officers shall stand till the first annual election.

Section 2    Persons elected to supply vacancies shall hold only during the term for which the original incumbent was elected.

Section 3    The East Genesee Annual Conference of the Methodist Episcopal shall have the right to appoint annually fifteen visitors, who (or any of them attending, shall, with the Trustees constitute a Joint Board for the appointment or removal of the Principal.

Section 4    The Principal shall be a member of the Methodist Episcopal Church; in good standing, but no Sectarian milé shall be regarded in the appointment of the Teacher.

Article Six

Section 1     The annual meeting of the stockholders for the election of officers and the adoption or rejection of amendments to the articles shall be held on the First Monday in May in each year. All voting for officers and upon amendments shall be by ballot. The election shall be conducted as regulated by the Bylaws: but until such Bylaws are provided the stockholders present shall appoint a Board to receive and register the votes, ascertain the result and certify it to the Trustees, and others concerned – all elections shall be held in Mansfield aforesaid.

Article Seven

The clear yearly value or income of the real and personal estate held by this association shall not at any time exceed the sum of two thousand dollars.

Article Eight

The Authority and Privileges conceded in the Methodist Episcopal Church and to their Annual Conference aforesaid are wholly formed upon this Understanding and Consideration that said Church and especially said Conference shall in good faith, by its Patronage, Interest and Friendly Influence endeavor to promote the Success and Usefulness of this Seminary herein Proposed to be Established.

Mansfield Tioga Co PA
Dec. 12 1854

J. S. Hoard, H. G. Martin, C. V. Elliott, Isaac Holden, W. P. Parker, W. C. Ripley, B. M. Bailey, D. E. Cassidy, B. Baylord, F. M. Shaw, S. B. Cochran, R. C. Shaw, O. H. Phelps, H. Davis, R. P. Buttles, A. Pitts, T. Smyth, Joseph P. Morris, H. G. Smyth

To the Judges of the Court of Common Pleas of Tioga County:

The undersigned respectfully pray a decree of said court creating them, their associates and successors a body politic and corporate, and etc. under the provisions of the Act of General Assembly of this commonwealth passed the 13th day of October, A.D. 1840 entitled “An act relating to Orphans Courts and for other purposes” and according to the objects, articles and conditions set forth in the annexed instrument subscribed by them., and as in duty etc.

Dec. 12th 1854

S. B. Elliott, H. G. Smyth, J. S. Hoard, A. Pitts, H. G. Martin, T. Smyth, C. V. Elliott, H. Davis, Isaac Holden, Joseph P. Morris, W. P. Parker, W. C. Ripley, B. M. Bailey, D. E. Cassidy, B. Gaylord, F. M. Shaw, O. H. Phelps, R. P. Buttles, S. B. Cochran, R.C. Shaw

Application of S. B. Elliott
J. S. Hoard and others for the incorporation of the “Mansfield Classical Seminary”
parenthesis To the court of Common Pleas of the County of Tioga Dec. 1. A.D. 1854

And now to wit Dec. 15, 1854 the Court having perused and examined the objects, articles and conditions therein set forth and contained appearing lawful and not injurious to the community, it is directed that said instrument of writing shall be filed in the office of the Prothonotary of the county of Tioga and that notice shall be inserted in one newspaper printed in the proper county for at least three weeks setting forth that an application has been made to said court to grant a charter of incorporation to said petitioners, under the name and style above set out etc.

Application of S. B. Elliott J. S. Hoard and others for the incorporation of the "Mansfield Classical Seminary" parenthesis In the court of Common Pleas in and for the County of Tioga: And now to wit

Feb. 16, 1855 the articles of association of the Mansfield Classical Seminary having been filed in the office of the Prothonotary of said court on the 15day of December 1854 and due notice having been published threreof in conformity to law: therefore on motion of John W. Guernsey Esq. it is declared and decreed that the persons so associated under said articles shall according to the articles and conditions therein set forth and contained become and be a corporation or body politic in law. And it is further ordered that said charter of incorporation shall be recorded in the office for recording deeds in said county and thereupon the person so associated or meaning to associate shall according to the objects, articles and conditions in said instrument set forth and contained become and be a corporation or body politic in law and in fact to have a continuance by the name, style and title in said instruments provided - 
By the Board

Recorded March 7, 1855
W. D. Bailey, Recorder

Tioga County Pa.

I, Wm. D. Bailey Recorder in and for said county certify the above and foregoing to be a true copy the record in the foregoing written matter. In testimony whereof I have hereunto set my hand and affixed my seal of office the 7th day of March A.D. 1855
Wm. D. Bailey Recorder
Per A. S. Donaldson