present: Rebia X. Basokcu, maxwell Powers and Gertrude Buchbinder. Also present was Carolinda W. Fischer.
On motion Maxwell Powers was chosen Chairman of the meeting ana Carolinda W. Fischer was chosen
decretory of the meeting. The Secretary of the meeting presented written waivers of notice and consent duly signed by all the directors fixing the time and place of this meeting and they were oruered filed with the minutes of this meeting.
The ¿secretary of the meeting presented and read to the meeting the minutes of the first meeting of the subscribers to the Certificate of Incorporation of the
Corporation and the members thereof held on November 17, 1953 and said minutes were unanimously approved.
- 2
-The Chairman of the meeting then submitted the by-laws of the Corporation, these being the same by-laws which had been adopted and approved at the first meeting of the incorporators and members above referred to.
After careful consideration and upon motion duly made, seconded and unanimously carried, it was
HHSOLVEb that the by-laws now submitted to this meeting be and hereby are approved as the by-laws of the Corporation.
The Secretary of the meeting presented the resignation as members of the following subscribers to the Certificate of Incorporation. Carolinda Waters, Frederick R. Van Vechten, Peter S. Heller and Denis R. Shell. Their resignations were accepted with regret.
Rebia T. Basokcu then presented to the meeting a list of persons who had indicated their interest in the project and after discussion on motion duly made,
seconded and unanimously carried, it was
EESOLVDD that the individuals whose names appearea on the list submitted to the
meeting be and hereby are elected as active ana associated members as the case may be and as indicated alongside their names and that a copy of said list of members be attached to the minutes of this meeting.
also stated that certain additional officers were also provided for, namely, Honorary Chairman of the Board, Honorary President, one or more Vice-Presidents, one or more Assistant Secretaries and Assistant Treasurers.
Whereupon after discussion on motion duly made, seconded and unanimously carried, it was
rüáSOLVED that at the present time only
the ofiices of Chairman of the Board,Honorary President, President, Treasurer and Secretary would
be filled.
The meeting then proceeded to the election of officers oi the Corporation. The following persons ‘•ere nominated to the following respective offices;
' Honorary President Lady Hilda Butterfield Chairman of the Board Maxwell Powers
President Rebla T. Basokcu
Treasurer Carolinaa W. Fischer
Secretary Gertrude Buchbinder.
There being no further nominations, the nominations were closed. Thereupon the foregoing nominees were unanimously elected to the respective offices to which they had been
- 4
-fhe Chairman reminded the meeting that at the present time there were only three Directors of the Corporation and pointed out that under Article III, Section 2 the Board of Directors might alter the
number of Directors by the meetings of members and that under Article III vacancies however occurring in the Board may be filled by the Directors until the next election. After consideration and on motion duly made, seconded and unanimously carried, it was
RESOLVED that the number of Directors be ana hereby is increased to nine.
After discussion it was determined that each of the Directors named in the Certificate of Incorporation should serve for a full term of three years. The following persons were then nominated to serve as Directors for the following terms:
Mildred Bixby 2
Max Rosen 2
Harold Lamb 2
Ernest Jackh 1
Mrs. Thomas G. Evans 1 Carolinua
iV.
Fischer 1The Chairman submitted to the meeting the form of seal of the Corporation. On motion duly made, secondeu anu unanimously carried, it was
HnbOLVhD that the form of seal of the Corporation now submitted to the meeting, being a circular impression as provided by the by-laws, be ana hereby is approved and adopted and that an impression thereof shall be made on the page of the minute book on which this resolution is written.
The Chairman stated that it was an order for the Corporation to select its principal office. On motion duly made, seconded and unanimously carried, it was
xtmSOLVkD that the office of the Corporation in the State of New York be and hereby is determined to be 11 hast 32 Street, New York 16, New York.
The meeting considered the opening of bank accounts and the following resolutions were unanimously adopted.
- 6
-iiiii60LVED that The Chase National Bank of the City of New York (hereinafter referred to as the "Bank") be and hereby is designated as a depositary of tnis corporation and that the officers and agents of this corporation be and hereby are, and each of them hereby is, authorized to deposit any of the funds of this corporation in said Bank either at its head office or at any of its branches.
.RESOLVED that, until the further order of this Board of Directors, any funds of this corporation deposited in said Bank be
subject to withdrawal or charge at any time and from time to time upon checks, notes, drafts, bills of exchange, acceptances, undertakings, or other instruments or
orders for the payment of money when made, signed, drawn, accepted or endorsed on
behalf of this corporation, by the President jointly with any one of the following
officers: Chairman of the Board, Treasurer, Secretary.
RESOLVED that the Bank is hereby authorized to pay any such instrument or make any such charge and also to receive the same from the payee or any other holder without inquiry as to the circumstances of issue or the disposition of the proceeds even if drawn to the individual order of any signing person, or payable to said Bank or others for his
account, or tendered in payment of his individual obligation, and whether drawn against an account in the name of this
corporation or in the name of any officer or agent of this corporation as such.
RESOLVED that the Secretary or any other
officer of this corporation be, and hereby is, authorized to certify to the Bank thenames
of the present officers of this corporation and other persons authorized to sign for it and the offices respectively held by them, together with specimens of their signatures, and in case of any
change of any holder of any such office or holders of any such offices, the fact of such change and the names of any new officers
and the offices respectively held by them, together with specimens of their signatures; and the Bank be, and hereby is, authorized
to honor any instrument signed by any new officer or officers in respect of whom it
has received any such certificate or certificates with the same force and effect as if said
officer or said officers were named in the foregoing resolutions in the place of any
person or persons with the same title or titles. KnooLVhD that the Bank be promptly notified in writing by the Secretary or any officer of this corporation of any change in these
resolutions, such notice to be given to each Office of the Bank in which any account of this corporation may be maintained, and
that until it has actually received such notice in writing it is authorized to act in pursuance of these resolutions, and that until it has actually so received such notice it shall be indemnified and saved harmless from any
loss suffered or liability incurred by it in continuing to act in pursuance of these resolutions, even though these resolutions may have been changed.
There being no further business to come before the meeting at that time it was on motion, adjourned
for all purposes to reconvene at the call of the Chairman of the Board.
Secretary
Taha Toros Arşivi
