EXTRACTS FROM MINUTES RE INCORPORATION OF THE WEST CHINA UNION UNIVERSITY 华西协合大学组会议纪要和备忘录
资料原文来自于耶鲁大学档案馆馆藏 RG011-272-4317 ,37-49页
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| EXTRACTS FROM MINUTES RE INCORPORATION OF THE
WEST CHINA UNION UNIVERSITY under the Results of the University of the State of New York. Executive Committee - New York - January 14, 1913 "A letter to the Secretary from Mr. Mornay Williams, suggesting consideration of the matter of University incorporation was read. The Secretary also presented a copy of a letter from Mr. R. J. Davidson to Dr. H. T. Hodgkin, dealing in part with the same matter. It was RESOLVED - That the Secretary be instructed to correspond with the Senate of the University with a view to securing a recommendation as to whether it is desirable from the educational standpoint to secure incorporation and if so, in what country it would be most desirable to secure such incorporation and that the whole matter be referred to the Board of Governors for consideration at its next meeting." Executive Committee - New York, July 21 and 22, 1913 "RESOLVED - To request the Special Committee on Incorporation, Mr. Williams and Mr. Rowell, to be prepared to report to the Board of Governors at its next meeting." (Meeting was set for January, 1914. We have no Minutes of the Board of Governors until 1916) "The Committee in charge of this matter reported progress and a lengthy statement bearing on the question was made by Mr. Mornay Williams. It was RESOLVED - To leave the matter of incorporation in the hands of the special committee. The hope was expressed that the Incorporation of the University may be secured before long. Attention was called to the urgency of the situation at Chengtu, in view especially of the published catalogue of the University and the assurances therein contained that the University was prepared to confer the Arts and other degrees upon completion of the respective courses of study. Favorable consideration was also given to provisional Incorporation to meet the pressing needs of the Senate; but it was made clear that nothing beyond mere temporary relief can be had until the Board of Governors has secured the $500,000 so urgently needed. Full incorporation of the University cannot possibly be secured until the Board of Governors is in possession of much larger financial assets." Meeting of the Board of Governors - Toronto - Oct. 4 - 5, 1916 "RESOLVED - That the Committee on Incorporation be re-appointed." Meeting of the Board of Governors - Philadelphia - September 25-26, 1918 "RESOLVED - That the matter of incorporation of the University be referred to the Executive Committee with power." |
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| Executive Committee - New York - January 13, 1919
"RESOLVED - (a) That under the authority given to the Executive Committee by the Board of Governors, action be taken to incorporate the University under the Regents of the University of the State of New York. (b) That the committee to secure incorporation be as follows: Mr. James Wood and Mr. W. O. Gants." Meeting of Board of Governors - Toronto - September 11-12, 1919 "Mr. James Wood reported on behalf of the special committee on Incorporation. RESOLVED - That the Board suggests to the Committee on Incorporation that three members from each of the co-operating Boards be included in the document of Incorporation. After further discussion as to certain modifications necessary, the question was referred back to the special committee, with the understanding that the suggestions of the Board would be embodied in the document of Incorporation and that the Committee would report to the Executive Committee." Meeting of Board of Governors, London, England -July 1st and 2nd, 1920 "Further consideration has been given to the question of Incorporation. RESOLVED - That the University be incorporated with the Regents of the University of the Senate of New York, and that the Executive Committee be empowered to take the necessary steps in the matter." Executive Committee - New York - December 9, 1920 "Progress was reported, and Mr. Mornay Williams agreed to take the question up with Mr. Gantz, with a view to the carrying out of the decision of the Board of Governors at its recent meeting in London." Executive Committee - New York - December 8, 1921 "The Secretary read letters received from Mr. Gantz re need of further information and it was brought out that considerable new information had been forwarded to him." Executive Committee - New York -June 29, 1922 "A letter was read from Mr. Gantz stating that the Board of Regents at a meeting held May 25, 1922, formally voted to grant a provisional charter to the West China Union University." Meeting of Board of Governors -Toronto - September 26 and 27, 1923 "Dr. Endicott reported correspondence from Mr. Gantz and others on this subject. RESOLVED that the matter be referred to the Executive with power to act if any action should become necessary." |
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| Meeting of Board of Governors - New York - June 29 and 30, 1921
"Mr. W. O. Gants made a statement of the present situation, which is that application for incorporation is ready. RESOLVED, That the following be asked to sign the application for incorporation: Dr. Goucher, Mr. Vaux, Dr. Endicott, Mr. Williams, Dr. Franklin, Dr. Rice and Mr. Silcock." Meeting of Board of Governors - Philadelphia - Nov. 1st and 2nd, 1922 "Mr. Gantz presented a Provisional Charter of the West China Union University issued by the Board of Regents of the State of New York. RESOLVED That the Provisional Charter of the University be accepted; and THAT this Board of Governors act as such Corporation from this time forth; and THAT the Corporation accepts and binds itself to act under and in pursuance of the Constitution granted to the University by the co-operating Boards now in force; and THAT the Corporation adopt the By-laws of the University as the By-laws of the Corporation." RESOLVED, THAT the Chair appoint a committee of three to examine the Constitution and By-laws of the West China Union University to see if any verbal changes are necessary to make them apply to the Corporation; and if any verbal changes are, by said Committee, deemed necessary, it so report to the Executive, with power to the Executive to adopt any such mere verbal changes; and to call to the attention of the Corporation any other changes that may be deemed necessary involving other than verbal changes. Mr. Gantz, Mr. Vaux and Dr. Rice were appointed the Committee to act in this connection. Mr. Gantz suggested that Dr. Endicott notify the various Mission Boards of the acceptance of the charter and of its effect asking them to notify the Board for its next meeting, of the names of those whom they wish to be regarded as their representatives. |
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| WEST CHINA UNION UNIVERSITY.
Minutes bearing upon the Incorporation of the University under the Regents of the State of New York. B ._ of G. # 362 ( Sept. 11 & 12 1919) Mr. James Wood reported on behalf of the special Committee on Incorporation. RESOLVED- That the Board suggest to the Committee on Incorpooation that three members from each of the cooperating Boards be included in the document of Incorporation. After further discussion as to certain modifications necessary, the question was referred back to the special Committee, with the understanding that the suggestions of the Board would be embodied in the document of Incorporation, and that the Committee would report to the Executive Committee. B of G #444 ( July 1 & 2 1920 ) Further consideration was given to the question of Incorporation. RESOLVED- That the University be incorporated with the Regents of the University of the State of New York, and that the Executive Committee be empowered to take the necessary steps in the matter. Executive #444 ( Dec. 9 1920) Progress was reported, and Mr. Mornay Williams agreed to take the question up with Mr. Gantz, with a view to carrying out the decision of the Board of Governors at its recent meeting in London. B of G. # 489 ( June 29 & 30 1921) Mr. Gantz made a statement of the present situation , which is thag application for incorporation is ready. RESOLVED* THAT THE following be asked to sign the application for incorporation :-- Dr. Goucher, Mr. Vaux, Dr. Endicott, Mr. Williams, Dr. Franklin, Dr. Rice and Mr. Silcock. Executive # 308 ( Dec. 9 1921) The Secretary read letters received from Mr. Gantz re need of further information, and it was brought out that considerable new information had been forwarded to him. Executive # 335 ( June 29 1922) A letter was read from Mr. Gantz stating that the Board of Regents at a meeting held may 25 1922, formally voted to grant a provisional Charter to the West China Union University. |
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| WEST CHINA UNION UNIVERSITY.
MEMORANDUM ON INCORPORATION. The following is the result of a careful study of the documents, and of all Minutes of the Board of Governors dealing with the subject, of correspondence with Mr. Dean Sagejr, of New York, and of an interview with Mr. H. E. Langford of the legal firm in Toronto, of which the Hon N. W. Rowell, K.C. was formerly Counsel. Mr. Langford has in the past given valuable legal advice to the University. The University was granted on May 25 1922 a Provisional Charter, "under the corporate name of the West China Union University" by the Regents of the University of the State of New York. This Provisional Charter was replaced by an Absolute Charter on October 18 1934, it being specified that the University has the power to grant the following degrees :-- B.A .; B. Sc .; M.D. ; D.D.S. . It was further stated that all the powers, privileges and duties of the Corporation constituted under the Provisional Charter had been continued under the Absolute Charter. Attention is directed to the following features in the Constitution referred to:-- 1. A body of Trustees is set up, "who shall be known as the Governors of the University", and provision is made for the permanence of the corporation by the retirement and replacement of 8 after one year, 8 after two years and 9 after three years. 2. In each of the above groups it is provided that one member shall be chosen from each of the following bodies :-- The American Baptist Foreign Mission Society, The Friends Foreign Mission Association, Great Britain and Ireland, The General Board of Missions of the Methodist Church of Canada, The Board of Foreign Missions of the Methodist Episcopal Church, The Church Missionary Society. "and the remainder from the Board of Governors of the University, as it may be constituted from time to time." This provision makes it quite clear that the Board of Governors is regarded as a body entirely distinct from the 25 Trustees, though the statement that these Trustees "shall be known as the Governors of the University" is distinctly confusing. 3. The Charter further gives "power in them from time to time by unanimous vote of their full Board to fix their terms of office and their number to be not more than 25 or less than 5." It may here be pointed out that the Constitution of the Board of Governors provides that there shall be 3 representatives from each of the five Mission Boards named in paragraph 2 above, together with one from each of the three Woman's Boards which cooperate in the University, making a minimum of 18; further, provision is made for the cooption by the Board of Governors of members "not to exceed twice the number of participating organizations" ( Art. IV Sect.1) |
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| this would add a possible 16 coopted members, making the maximum membership of the Board of Governors 34. Further, it is provided that "the members of the Board shall hold office for a term of three years or until their successors are appointed".
it would appear, therefore, that the Board of Governors, as at present constituted fulfils all the conditions laid down in the Charter for the "Trustees", saving that the Charter limits the number of the Trustees to 26. 4. The Charter further states that "this Charter will be replaced by an Absolute Charter authorising the University to confer upon its graduates the usual degrees subject to the restrictions and requirements of the University, if within five years the Corporation shall acquire resources and equipment of the value of at least $500,000, available for its use and support and sufficient and suitable for its chartered purposes if the judgment off the Regents of the University and be maintaining an institution of educational use- fulness and character satisfactory to them." This provision clearly implies the corporation thus constituted can, as a corporation, hold property in a legal sense. But the corporation has never been organised otherwise than as far as to elect a Chairman and Secretary for the purpose of conducting and Annual Meeting required for its permanent maintenances as a corporation, in accordance with the terms of the Charter. The provismens made for the property of the University are embodied in Art. IV Sect. 3 of the Constitution of the Board of Governors which reads as follows:-- "The Board of Governors shall hold, either in the name of one or more of the participating Missionary organizations, or as a corporate body on behalf of the University, all deeds of trust, endowments and other property of the University not otherwise provided for "The Board of Governors may, in so far as the exercise of their trusts may permit, lease or loan its properties to the Board of Directors or others as the interests of the corporation dictate. Any income derived therefrom shall belong to the Board of Governors." The seal of the University is in the possession of the Secretary of the Board of Governors under Art. II Sect.8 of the By-Laws of the Board of Governors, which reads:-- "The Secretary shall have the custody of the Corporate Seal of the University, and shall with it attest all documents re- quiring a seal."
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| the United Church of Canada has been constituted such a corporation by an Act of the Parliament of Canada, and that, under that special Act, it has power to constitute "corporations" for such purposes and with such powers as it may desire. Are the Regents in a similar position?
2. Further, enquiries made in New York reveal the fact that there is no other record of any incorporation of the University. 3. Actually it is a different body, viz the Board of Governors, not the 25 Trustees, which holds the property which enabled it to claim from the Regents the replacement of its Provisional Charter by an Absolute Charter. This anomalous position should be rectified in some way. 4. As the simplest method of so doing it is suggested that the 25 Trustees should state the position to the Regents, and petition them to permit the Board of Governors, as at present constituted, to take the place of the "25 Trustees", ss constituted by the Charter. The petition would place all the above details before the Regents, pointing out that the Board of Governors is identical in its interdenominational character with the 25 trustees, but that it more adequately represents the Mission Boards cooperating in the University inasmuch as each Board choses three members, and that its number, though not limited to 25, is in practice about that number, and in no case can exceed 34. 5. It should be stated that an attempt was made to deal with the anomaly at the meeting of the Board of Governors in Philadelphia in Nov, 1 & 2, 1922, action of which reads as follows:-- RESOLVED - that the Provisional Charter of the University be accepted; and THAT this Board of Governors aet as such Corporation from this time forth; and THAT the Corporation accepts and binds itself to act under and in pursuance of the Constitution granted to the University by the cooperating Boards now in force; and THAT the Corporation adopt the By-laws of the University as the By-Laws of the Corporation." RESOLVED- that the Chair appoint a Committee of three to examine the Constitution and By-Laws of the West China Union University to see if any verbal changes are necessary to make them apply to the Corporation; and if any such verbal changes are by the said Committee deemed necessary, it so report to the Executive, with power to the Executive to adopt any such mere verbal changes; and to call to the attention of the Corporation any other changes that may be deemed necessary involving other than verbal changes. Mr. Gantz, Mr. Vaux, and Dr. Ricewere appointed the Committee to act in this connection." Mr. Gantz suggested that Dr. Endicott notify the various Mission Boards of the acceptance of the Charter and of its effect, asking them to notify the Board for its next meeting of the names of those whom they wish to be regarded as their representatives. |
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| Further consideration was given to the matter and various suggestions as to action were made at the meetings of the Board of Governors at Toronto, September 26 and 27 1923, New York, September 23 and 24 1925, New York, September 14 and 15 1926; but the matter was never brought to a head, nor were the Regents approached with any proposal.
If the Regents will grant such a petition as is above referred to, it would seem that it will be merely necessary for them to issue an amended Charter, or Transfer the Charter to a Corporation known as the Board of Governors of the West China Union University, constituted as defined in Art. IV Sect. 3 of the Constitution of the Board of Governors, as given above, and governed in other respects by the terms of that Constitution. The 25 Trustees will then no longer be required, inasmuch as ample provision is made in the said Constitution for the holding of property, and it" merely duplicating of machinery to call into being and continue such a body of Trustees for the purpose. |
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| THE COLGATE-ROCHESTER DIVINITY SCHOOL
ROCHESTER, NEW YORK THE HISTORY AND PHILOSOPHY OF RELIGION HENRY B. ROBINS May 16, 1939 Dr. B. A. Garside 150 Fifth Avenue, New York City Dear Dr. Garside: I have just received the enclosed Memorandum re the In- corporation of West China Union University, and, at Dr. Anderson's request, am passing it on to you, with my comment below, and with his suggestion that when you have read it you forward it, with your comment, to Mr. Dean Sage, Jr., 49 Wall St., New York City, with the request that he add his comment and return the whole budget to Dr. Frank Anderson, 26 Grosvenor St., London, Ontario, Canada as promptly as possible, so that Dr. Anderson may be able to prepare a resolution dealing with the matter for the meeting of the Board of Governors in June. I have again read the provisional charter, and agree with Dr, Anderson's interpretation of it. But the document is ambiguous. The fact, however, that all these years there has been a separate Board of Trustees confirms the judgment that the original instrument provides for two bodies, a Board of Trustees and a Board of Governors. But since the Board of Governors is the de facto ad- ministrative body, it seems to me that the next step should look in the direction of making it fully and exclusively so de lure. It may be that the Charter can be so amended as to merge the two completely. The matters should be taken up with the Regents. The property-holding function of the Board of Governors is clearly enough defined in the Constitution, but the Charter does no more than imply that the corporation actually does hold property; its interests seem to be wholly with the educational aspect of the Board's responsibility. I find upon inquiry that the institution which I serve was authorized, in its present form, by a special act of the Legislature of the State of New York, which act constituted "The Baptist Education Society of the State of New York," whose state objective was the conduct of the Colgate-Rochester Divinity School. The Board of Regents acted simply to regulate the confer- ring of degrees. This raises the question in my mind as to what the powers of the Board of Regents are. It seems to me that we ought to have competent legal advice as to the exact powers of the Board of Regents, and particularly as to whether they cover the authorization of buying, selling and holding real property on the part of any corporation chartered by the Regents. If they do not, the Board of Governors seems to be without any such legal authorization, 98 a corporation. My only query here is as to whether the property rights of the corporation are adequately covered by this instrument. In any case, the existing duplication of machinery should be at an end. With my best regards to you, Sincerely, Henry B. Robins |
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| 第46页空白 | ||||
May 19, 1939 Mr. Dean Sage, Jr. 49 Wall St. New York City Dear Mr. Sage: The enclosed letter from Dr. Robins and the memorandum prepared by Dr. Anderson in regard to the West China Union University incorpora- tion has just come to us. Mr. Evans is the one who has been most closely in touch with this investigation, and I quote hereunder a memorandum which he has written regarding this matter. When you have reviewed this material, will you add your comments and send the entire set of documents on to Dr. Anderson, as suggested in Dr. Robin's letter of May 16; Sincerely yours, Assistant Secretary, West China Union University MEMORANDUM FROM MR. C. A. EVANS REGARDING WEST CHINA UNION UNIVERSITY INCORPORATION After reading the letter written by Dr. Robins and the memorandum of Dr. Anderson, it is my conlusion that the Board of Governors cannot right- fully act under the Charter as granted the University of the State of New York, as the Board of Governors is desirous of continuing a membership of more than twenty-five which is prohibited in the Charter to the Trustees. Dr. Robins raises a more important question regarding the powers of the University of the State of New York to grant corporate papers to hold property. The Board of Governors has never been incorporated and the re- posted warning of Hon. N. W. Rowell that a corporation must be built which can "sue and be sued" has not been heeded. I would further call attention to the fact that even the Constitution, insofar as our office could determine, never became actually valid. To make it so required final approval by the Board of Managers in China and the Board of Governors in the United States. |
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| DEAN SAGE, JR.
49 WALL STREET NEW YORK May 24, 1939. Rev. Frank Anderson, 26 Grosvenor Street, London, Ontario, Canada. Dear Dr. Anderson: I enclose herewith letters and memorandum in connection with the incorporation of the University. I would like now to give you my brief views on the subject, subject to further check-up by myself as soon as I can do it. The main question in the matter of the incorporation is whether the University of the State of New York had power to create a corporate body with corporate powers as it did by its provisional charter to West China in 1922, which was made absolute in 1934. I think that this question arises from a misunderstanding of the nature of the University of the State of New York. The University of the State of New York is in effect the Education Department of New York State. It is really not a college or university at all, but rather more in the nature of a bureau of education governed by a Board of Regents whose appointment and tenure of office are provided for by the Statute Law of New York State. Under this statute, which is titled the Education Law, the Regents of the University of the State of New York are given the power to grant charters incorporating "any university, college, academy, library, museum, or other institution or association for the pro- motion of science, literature, art, history or other department of knowledge, or of education in any way *** ". You will thus see that the University of the State of New York is by law actually given the power to perform an act of government or of law, that is to say, bring in to being corporate bodies, for the purpose of education. Likewise, under the Education Law, the trustees of every corporation created by the Regents of the University of the State of New York, may exercise the various corporate powers and functions customarily exercised by trustees of a corporation, such as holding real and personal |
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| Rev. Frank Anderson. -2- May 24, 1939.
property, buying or selling property, appointing officers, making By-Laws and rules necessary for the conduct of their institution, etc. The foregoing should clear up all question regarding the validity of the incorporation of the University. In confirmation of this, however, I shall make a visit to the office of the Commissioner of Education of the State of New York, who is likewise President of the University of the State of New York, and check up specifically on West China's position. My personal views, how- ever, are those I have expressed above. On the further question of the existence in the University of two bodies, (1) a Board of Trustees created by the Regents of the University of the State of New York, and (2) the Board of Governors which, I gather, was provided for under the original constitution of the University which antedated the incorporation by the Regents, I would not like to express an opinion without further study of the law. I should think, how- ever, that inasmuch as West China received its corporate identity from the Regents, and inasmuch as the Regents, pursuant to the powers given them by the Education Law, appointed as the Trustees of West China the twenty-five persons named in the provisional charter as incorporators, with a further provision for the election of successors to those Trustees, that that body of Trustees might very well be the body vested with the actual governing power of the University. In any event, the Education Law pro- vides specifically that the number of trustees of a corporation created by the Regents of the State of New York shall not exceed twenty-five. If the Board of Governors numbers more than twenty-five, it may be that that is an invalid set-up. On the question of the Board of Trustees which I have mentioned above, I want my thoughts herein ex- pressed to be particularly reserved and really off the record because, as I said before, it is a question on which I do not want to give an opinion without further study of the law and the facts involved. I do, however, for your own convenience, want to get this letter off to you as soon as possible, so that you will be at least partially advised on these questions before the Annual Meeting of the Board. I shall do my best to find out the answer to the Board of Trustees question and incorporate that, together with my views on the incorporation of the University, into one complete memorandum for you before the meeting of the Board. With best wishes, DSJr/AS/P Sincerely yours, Dean Sage Jr. |