Second Baptist Articles of Incorporation

Subjects: Corporate Records
Description: The Articles of Incorporation of the Second Baptist Church of the City of Detroit.
Date: May 16, 1883
Format: Text/pdf
Original Format: Corporate Document
Language: English
Text File: Download
Transcript: (Seven pages of illegible, handwritten Articles)

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Certificate of the Dissolution
of the
Trustees of the Second Baptist Chuch
of the City of Detroit
and the
Incorporation
of the
Second Baptist Church
of the
City of Detroit

This is to certify that on Sunday the Twenty first day of January 1883 and on Sunday the Twenty-eighth day of January 1883 during Devine (sic, with "e" underlined in handwriting) Services held at the meeting house on Croghan Street in the City of Detroit, State of Michigan, occupied by the Second Baptist Church of the City of Detroit public notice was given to the Church and Society to meet with said Church for the purpose of dissolving the corporation with which said Church was connected. Said Notice was given by William R. Davis in pursuance of a resolution adopted by said Church at its regular Church meeting whereby the said William R. Davis as Moderator of said meeting was instructed to give such notice. The nature of said notice is more specifically set forth in the resolultion first herein after mentioned and said notice was given strictly as set forth in said resolution. Thereafter, on the second day of February 1883 being the time specified in said notice said church held its regular covenant meeting at eight o'clock in the evening in said meeting house.
A quorum of the members of siad Church and of the Corporation connected therewith was present. Elder William R. Davis was elected Moderator and M. A. Johnson Clerk and Secretary. After prayer by the Moderator the following resolution was offered by M. A. Johnson
"Whereas this present meeting is a regular covenant meeting of the Second Baptist Church of the City of Detroit, and due public notice was given on the last two Sundays preceeding the holding of

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this present meeting to the Second Baptist Church of the City of Detroit and to the Trustees of the Second Baptist Church of the City of Detroit and to the Corporation or Religious Society and to all members thereof connected with this Church by whatever name such Corporation or reglious Society is legally designated, to meet with the Church at the present meeting for the purpose of dissolving the Corporation with a view of organizing as a Baptist Church under the provisions of Act number 225 of the Session Laws of 1879 of this State and Whereas in the opinion of the majority of all the members here present of this Church and of the Corporation or Religious Society by whatever name the same is designate connected with this Church and which is the only corporation or religious Society with which said Church is connected and is commonly known by the name of the Trustees of the Second Baptist Church of the City of Detroit. It is expedient that such corporaiton or religious Society be dissolved and that a Baptist Church be organized as its legal successor under the provisions of said Act. Therefore it is resolved that the said corporation or religious Society be and the same is hereby dissolved and the members here present do hereby consent to such dissolution*.
Thereupon the said The Second Baptist Church of the City of Detroit then and there assembled in Covenant meeting did proceed by ballot in accordance with the usage and custom of said Church to the election of three Trustees with the powers and duties and purposes contemplated by Act No. 225 of the Session Laws of 1879 of this State. The following persons, to-wit:
N. C. Saunders, William R. Smith and Charles W. Thompson were duly elected by the Church as such trustees and their election was declared by the Moderator. Thereupon Brother R. H. Warner offered the following resolution, to wit: "Whereas the following persons, to wit:

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N. J. Saunders, William R. Smith, and Charles W. Thompson have been duly elected Trustees of this Church with the powers and duties and for the purposes contemplate by Act No. 225 of the Ssesion Laws of 1879 of this State and whereas this Church desires to become incorporated and to have and possess corporate powers and privileges under said Act. Therefore Resolved that the persons above named who have been elected be and they are hereby requested and instructed to act as trustees for this Church and to prepare and execute suitable Articles of Corporation in accordance with the provisions of said Act, and to submit the same to the next or some subsequent Covenant or Regular Church meeting of this Church.* On motion said resolution was adopted and whereupon said meeting adjourned.
We the undersigned do certify that the foregoing is a true copy of the resolution of said Church authorizing the preparation of the Articles of Corporation and that the following is a true copy of vote or resolution of the Church adopting such Articles at its regular Church meeting held March 28th, 1883, to wit: "The Church held its regular Church meeting at the meeting house this evening at twenty minutes past eight o'clock. Elder W. R. Davis was made Moderator; a quorum was present. The meeting was opened with prayer by the Moderator; the minutes of the last regular church meeting were read and approved. The trustees submitted Articles of Corporation which they were heretofore directed to prepare said Articles of Corporation were read and adopted article by article without a dissenting vote. Said Articles of incorporation read as follows:
"Article of Incorporation of the Second Baptist Church of the City of Detroit.
First. This Corporation shall be known and designated as the Second Baptist church of the City of Detroit and is organized under the provisions of Act number 225 of the session Laws of 1979 of the State of Michigan, as the legal successor of the Corporaiton heretofore existing, designated, "The Trustees of the Second Baptist

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Church of the City of Detroit" and this corporation shall have and possess the full corporate powers, duties and liabilities prescribed by said Act.
Second. This corporation is organized for the purposes of sustaining divine worship and the rites and Sacraments of the Christian religion, in accordance with the usages, customs and doctrines of the Baptist denomination.
Third. Members of this corporation shall consist exclusively of persons who are communicants in accordance with the customs and doctrines of trhe Baptist denomination and who are also regular attendants upon divine worship in the building occupied by this Church; and such persons only shall be entitled to vote at any church meeting.
Fourth. The officers of this Church for the transaction of its secular business shall consist of three Trustees, a Treasurer, a Clerk and a Sexton. The first board of trustees shall consist of the following persons who have been heretofore elected, viz: N. C. Saunders, William R. Smith and Charles W. Thompson; and the said N. C. Saunders shall hold his said office until the first Wednesday in January 1884; the said Charles W. Thompson until the first Wednesday in January 1885; and the said (underlined text reading William) William R. Smith until the first Wednesday in January 1886; The first Clerk shall be M. A. Johnson. The first Treasurer shall be Samuel Gibbs and the first Sexton shall be William Johnson said persons having been heretofore duly elected; and they shall hold their respective offices until the first Wednesday in January 1884.
Fifth. At each regular election to be hereafter held there shall be elected one trustee, also a treasurer, Clerk and Sexton; and the term of office of all such officers other than trustees who may be hereafter elected shall expire on the first Wednesday in January next ensuing their election and the term of office of all trustees who may be hereafter elected shall expire on the first Wednesday of the third January after their election. Vacancies in office may be filled by election at any meeting of the Church provided that notice of said election shall have been given upon the two Sundays next preceeding

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such election; and in case of the failure to elect officers or trustees at the regular annual elecction, the vacancy or vacancies caused thereby may be filled in like manner; and persons elected either as trustees or other officers to fill vacancies, from whatever cause arising shall continue in office during the unexpired (crossed-through "term.") portion of the term.
Sixth. The said trustees shall have the powers and duties and shall be subject to the liabilities and restrictionsprovided by said Act and the other officers above mentioned shall perform the usual duties of such officers under the direction of the Church and in conformity with such rules and regulations as may be adopted.
Seventh. The Church may at any meeting adopt rules and by-laws for its government not inconsistent with these Articles or the law of the land, and the same may be amended from time to time; but no such rules or by-laws shall be adopted or amended unless on the two Sundays next preceeding, public notice, signed by at least seven members, shall have been given of the intention to propose such rules, by-laws, or amendments, and of the time and place when and where they will be offered for adoption.
Eighth. All business meetings of the Church shall, when possible, be held in the regular Church bulding.*
Thereupon M. A. Johnson offered the following resolution
"Whereas at a regular covenant meeting of this Church held on the second day of February 1883, N. C. Saunders, William R. Smith, and Charles W. Thompson, trustees, were requested and instructed to prepare Articles of Corporation, and to submit the same to the next or some subsequent covenantor regular Church meeting of this Church; and whereas at this present meeting, said trustees in accordance with said resolution have submitted to this meeting Articles of Corporation previously prepared by them, and said Articles have been read in the presence of this meeting, it is resolved that the Articles of Corporation so submitted be and they are hereby adopted; and the members here present do consent thereto; and do consent and request that the said trustees execute and acknowledge the Certificate provided for by

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Section one of Act number 225of the session of Laws of 1879.*
Thereupon on Motion said resolution was adopted.
We, William R. Davis, presiding officer and M. A. Johnson, Secretary, of the meeting held as aforesaid on the 2nd day of February 1883 at which the proceedings for dissolving the original corporation were taken, do certify that the foregoing contains a true account of such dissolution and we the said N. C. Saunders, William R. Smith and Elijah Willis, trustees elected as aforesaid do certify -
First. That the corporate name of the Church organized as the successor of the said original Corporation is "The Second Baptist Church of the City of Detroit*.
Second. Said Church is located in the City of Detroit, Wayne County, Michigan.
Third. That the foregoing contains a copy of the record of the resolution of the Church authorizing the preparation of the Articles of Corporation and a copy of the resolution of the Church adopting such Articles and
Fourth. That the foregoing contains a true copy of the Articles of Corporation so adopted.
In presence of
A. H. Wilkinson)
C. M. Wilkinson)
William R. Davis, Moderator
Mansfield A. Johnson, Clerk
(Charles W. Thompson
Trustees (Nelson C. Saunders
(William R. Smith
See attachment (1)
STATE OF MICHIGAN)
)SS
COUNTY OF WAYNE)
On this 16th day of May 1883 before me a Notary Public in and for said County personally came William R. Davis presiding officer and M. A. Johnson Secretary and Clerk of the several meetings mentioned in the foregoing certificate, and also Charles W. Thompson Nelson C. Saunders and William R. Smith the trustees named therein and severally acknowledged that they executed the foregoing Certificate for the purposes contemplated by Act number 225 of the Session Laws of 1879 of this State and that the same is their free act and deed.
Charles M. Wilkinson
Notary Public Wayne County
Michigan
Filed May 18th/83
Filed Mar, 31, 1942 (Corporation & Securities Commission)

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No. A 262971
STATE OF MICHIGAN)
)SS
COUNTY OF WAYNE)
(SEAL)

CERTIFIED COPY--"LAW"
I, CASPAR J. LINGEMAN, Clerk of Wayne County, and Clerk of the Circuit Court for the County of Wayne, do hereby certify, that the above and the foregoing is a true and correct copy of Certificate of Dissolution etc #65 as appears of record in my office. That I have compared the same with the original, and it is a true transcript therefrom, and of the whole thereof.
In Testimony Whereof, I have hereto set my hand and affixed the seal of said Court and County, at Detroit, this 5th day of Feby A. D. 1942
Fee, $ 25₵
CASPAR J. LINGEMAN, Clerk
Hugo Stratmann, Deputy Clerk
Associated Objects:
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Second Baptist Amendment 1983
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Second Baptist Annual Report 1998
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Second Baptist Annual Report 1999
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Second Baptist Annual Report 2007
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Second Baptist Annual Report 2008
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Second Baptist Change of Agent 1977
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