Northern Nut Growers Association Report of the Proceedings at the Fourteenth Annual Meeting / Washington D.C. September 26, 27 and 28 1923

by Unknown

FRIDAY MORNING SESSION

Sept. 28th.

The chairman of the Committee on Incorporation was called upon for a report and spoke as follows:

MR. LITTLEPAGE: Under the Code of the District of Columbia there is a provision of law whereby any educational, scientific or charitable association can be incorporated and become a body corporate with all of the rights of any other corporation, so far as the corporate entity and liability is concerned. The provision of the District Code is a very liberal one and drafted to encourage such societies as this. The committee therefore thought it better to incorporate under this provision of the law than under that of some other state.

The advantages of incorporating a society of this kind are several. It makes the action of the organization that of a legalized corporation and takes away liability of individual members. If anyone should desire to donate money to the organization, we would have a corporate entity that would be responsible under the law for the safe handling of such funds. Under the law we can hold such funds up to the point where the income is not more than $25,000 a year. In the District of Columbia a corporation can take title to real estate, transfer property and do all necessary things in accordance with its by-laws. We therefore concluded that there could be no objection to incorporating under such laws. So with the consent of the other members of the committee, I prepared in my office the proper certificate of incorporation which, under the requirements of the Code of the District, are as follows:

KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned, all of whom are citizens of the United States and a majority of whom are residents of the District of Columbia, desiring to associate ourselves for scientific and educational purposes and for mutual improvement; and to organize a corporation under sub-chapter three (3) of the Incorporation Laws of the District of Columbia, as provided in the Code of Law of the District of Columbia, enacted by Congress and approved by the President of the United States, do hereby certify:

FIRST: That the corporate name of this company shall be The
Northern Nut Growers Association, Incorporated.

SECOND: The term for which is it organized is perpetual.

THIRD: The particular business and objects of the society are the promotion of interest in nut-bearing plants, their products and their culture, and, in general, to do and to perform every lawful act and thing necessary or expedient to be done or performed for the efficient conduct of said business as authorized by the laws of Congress, and to have and to exercise all the powers conferred by the laws of the District of Columbia upon corporations under said sub-chapter three (3) of the Incorporation Laws of the District of Columbia.

FOURTH: The number of directors of the said corporation for the
first year of its existence shall be five.

IN WITNESS WHEREOF we have hereunto affixed our hands and seals
this 27th day of September A. D. 1923.

Karl W. Greene (Seal)
Albert R. Williams (Seal).
Thomas P. Littlepage (Seal).

DISTRICT OF COLUMBIA, TO WIT:

I, Alice B. Watt, a Notary Public in and for the District aforesaid, do hereby certify that Karl W. Greene (of the District of Columbia), Albert R. Williams (of the District of Columbia) and Thomas P. Littlepage (of the State of Maryland), parties to the foregoing and annexed certificate of Incorporation of THE NORTHERN NUT GROWERS ASSOCIATION, INCORPORATED, bearing date on the 27th day of September, 1923, personally appeared before me in the District aforesaid the said Karl W. Greene, Albert R. Williams and Thomas P. Littlepage, being personally known to me to be the persons who made and signed the said certificate and severally acknowledged the same to be their act and deed for the purposes therein set forth.

WITNESS my hand and seal this 27th day of September, 1923.

ALICE R. WATT,
Notary Public.

My commission expires December 17, 1923.

The smallest number of members with which corporation is possible, is three; so I secured two members, Mr. Greene and Mr. Williams, who, together with myself, prepared this, and put it in proper form. We then filed it with the Recorder of Deeds, keeping a copy for the files of the incorporation. The Recorder received it, and the fact that he received it was proof that it was satisfactory. We are now, therefore, a corporation.

Of course, we want to put that machinery into action, but in order to do so a board of directors has to be selected. Then will follow the election of officers of the Association. Therefore, I have prepared a report of the meeting of the incorporators, which I will read. As I said, however, we did this to get the machinery into operation. Next year the directors will be elected by the members.