AGREEMENT FOR CONSOLIDATION OF CENTRE COLLEGE OF KENTUCKY AND KENTUCKY COLLEGE FOR WOMEN UNDER THE NAME OF CENTRE COLLEGE OF KENTUCKY
THIS AGREEMENT, made the 9th day of May, A. D. 1930, between Centre College of Kentucky, located at Danville, Kentucky, party of the first part, and Kentucky College for Women, located at Danville, Kentucky, party of the second part,
WITNESSETH: Each of the parties hereto is a corporation organized and existing under the laws of the State of Kentucky. Centre College of Kentucky was incorporated by an Act of the Legislature of the State of Kentucky approved January 21, 1819, and amended by Act of January 27, 1824, by Act of December 27, 1824, and by Act of February 1, 1839. Subsequently Centre College of Kentucky and Central University were consolidated under an agreement dated July 16, 1901, which constituted an amended charter of incorporation and is recorded in the office of the Clerk of the Boyle County Court under date of July 16, 1901, in deed book No. 28, pages 491-499. Said charter has been amended by certain instruments acknowledged and recorded in the office of the Clerk of the Boyle County Court as follows:
(1) by instrument acknowledged November 6, 1907, and recorded in deed book no 34, pages 409 to 411. (2) by instrument acknowledged November 7, 1907, and recorded in deed book no 34, pages 413 to 415. (3) by instrument acknowledged December 17, 1918, and recorded in Record of Articles of Incorporation, book no. 1, pages 66 to 67. (4) by instrument acknowledged October 8, 1921, and recorded in Record of Articles of Incorporation, book no. 1, pages 118 to 120. Each of these documents has been filed for record in the office of the Secretary of State of the State of Kentucky.
Kentucky College for Women was originally incorporated under the name of Henderson Female Institute, by an Act of the Legislature of Kentucky approved March 6, 1854. An amendment approved February 6, 1861, changed the name to Caldwell Female Institute and a further amendment, approved March 8, 1876, changed the name to Caldwell Female College. A further amendment, under date of April 13, 1904, and recorded in the office of the Clerk of the Boyle County Court in deed book no. 31, pages 57 to 61, changed the name to Caldwell College, and a further amendment, under date of July 29, 1907, and. recorded in the office of the Clerk of the Boyle County Court in deed book no. 34, pages 255 to 258, made certain changes in the Board of Trustees of Caldwell College. A further amendment under date of the 11th day of January, 1913, and recorded in the office of the Clerk of the Boyle County Court in deed book no. 39, pages 587 to 588, changed the name to Kentucky College for Women. Subsequently, Kentucky College for Women and Princeton Collegiate Institute were consolidated under an agreement dated February 24, 1913, which constituted an amended charter of incorporation and is recorded in the office of the Clerk of the Boyle County Court under date of June 3, 1913, and recorded in deed book no. 40, pages 166 to 173.
All of said amendments were duly executed and recorded as provided by law.
It is believed that the best interests of both institutions will be conserved and promoted by the consolidation of the said institutions on the terms and conditions herein set forth.
NOW IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL UNDERTAKING OF THE PARTIES HERETO, IT IS AGREED BETWEEN THEM AS FOLLOWS:
1. Centre College of Kentucky and Kentucky College for Women shall be and are hereby consolidated into a single corporation to be known as CENTRE COLLEGE OF KENTUCKY and the said corporation shall be and is hereby located at Danville, Kentucky, and shall maintain its principal office and place of business at Danville, Kentucky.
2. Centre College of Kentucky shall be vested with and own all property, business, credits, assets and effects of said constituent corporations, holding the said constituent corporations harmless against the same.
3. The said party of the first part and the said party of the second part for the consideration herein stated have bargained and sold and each of them does hereby assign transfer, grant and convey to the consolidated corporation CENTRE COLLEGE OF KENTUCKY all property real, personal and mixed situated in the State of Kentucky or elsewhere, including [?] in action, and all interest in such property and all business, credits, assets and effects of said parties respectively. This transfer and conveyance are made subject to the trusts imposed upon either or both of the parties hereto respecting particular property and are accepted by the consolidated corporation as subject to all such trusts.
4. CENTRE COLLEGE OF KENTUCKY shall maintain and conduct an institution of learning of the highest order for the education of the youth of the country. In pursuance of said plan, it shall maintain such departments or unit colleges as may from time to time be ordered by the Board of Trustees, including a college of liberal arts and sciences for young men to be known as Centre College and a college of liberal arts and sciences for young women to be known as Kentucky College for Women. It shall have power, whenever deemed advisable, to establish schools or colleges in any special departments of learning and to discontinue any such special schools, colleges or departments.
It may acquire by gift, purchase, or otherwise, and hold and use for general or special purposes real and personal estate; and sell, convey, lease, pledge, or mortgage its real or personal estate, and generally it may exercise all corporate powers conferred by general law upon incorporated bodies.
5. No denominational or sectarian test shall be applied to the admission of students, and no religious doctrine peculiar to any one sect of Christians shall be inculcated by any professor or instructor.
6. The management and control of CENTRE COLLEGE OF KENTUCKY shall be vested in a Board of Trustees. This Board shall consist of twenty—four members, six to be elected each year in the following manner:
In each annual class of six Trustees there shall be three committees. Committee #1 shall consist of three Trustees whose names shall be submitted for ratification by the Synod of the Presbyterian Church U.S.A. Committee #2 shall consist of two Trustees whose names shall be submitted for ratification by the Synod of the Presbyterian Church U.S. Committee #3 shall consist of one Trustee whose name has been presented by the Alumni Association of Centre College.
The members of the respective committees in the four annual classes shall constitute three nominating committees. Those in Committee #1 shall nominate each year three Trustees to take the place of the three Trustees in that group whose term of office expire that year and shall also nominate to the Board every other year six members of the Executive Committee. Those in Committee #2 shall nominate two Trustees each year to take the place of the two Trustees in that group whose terms of office expire that year, and shall also nominate to the Board every other year three members of the Executive Committee. Those in Committee #3 shall report as their nominee the name of the alumnus elected by the Alumni Association of Centre College in the manner prescribed by the Board of Trustees and shall also nominate to the Board every other year one member of the Executive Committee. Any vacancy existing at the time of any meeting of the Board shall be filled by the Board from names presented by the same nominating committee who nominated the former incumbent. A majority of the Board shall constitute a quorum.
The Executive Committee shall have all the powers of the Board of Trustees in the interim when the Board is not in session. Five shall constitute a quorum of the Executive Committee.
Action of the Board of Trustees in filling vacancies and in electing Trustees in said Board shall be by ballot. Sixteen affirmation votes are required for an election as set forth in the charter.
The provisions of this article shall neither be altered nor modified except by the affirmative vote of sixteen (16) of the Board of Trustees, and after a notice having been given at the previous meeting of an intention to propose a modification or alteration of said chapter.
Each Trustee of the Board hereby constituted, before entering upon the duties of his office, shall qualify by taking an oath faithfully to perform the duties thereof.
7. The Board of Trustees shall have power to elect and remove or provide for the election and removal of such officers, professors and employees generally as in their judgment shall make the work of the college most effective. The Board shall have the right to adopt a Constitution and By—Laws for the government and control of the college, and from time to time alter the same. The Board shall have general oversight and control of all affairs of the college, arid shall elect a chief executive office, the President of the college, and such other administrative officers as are deemed necessary.
8. The president shall be a member of some Presbyterian or Reformed church holding the Presbyterian system of doctrine. All the members of the faculty shall be members of some Evangelical Church, and a majority of them so far as practicable shall be Presbyterians. A course in the Bible shall always be taught in the colleges of liberal arts.
9. CENTRE COLLEGE OF KENTUCKY shall have power to confer any collegiate, professional, university and honorary degrees.
10. The corporation hereby created may incur such liability as, in the conduct of its affairs, the Board of Trustees shall deem to be advisable, not exceeding one hundred thousand dollars at one time.
The corporation has no capital stock, and neither its directors nor any members shall be liable for payment of corporate debts.
11. The corporation shall be perpetual.
12. This charter and agreement may be amended in the manner prescribed by law, provided that sixteen members of the Board concur in the amendment and that the amendment has the approval of both Synods of Kentucky of the Presbyterian Church U.S. and U.S.A.
In witness whereof the party of the first part and the party of the second part have caused their corporate names to be signed hereto and the corporate seal of each to be duly attached to this agreement by the proper executive officers of each and signed by two—thirds of the Trustees of each of the aforesaid parties on this, the day and year first written above
Centre College of Kentucky
Attest: J. A. Cheek, Secretary
By C. R. Hemphill, President, Board of Trustees
Kentucky College for Women
Attest: J. A. Cheek, Secretary
By Guy E. Wiseman, President, Board of Trustees
Trustees of Centre College
David M. Sweets
Henry Clay Read
J. Carleton Pelgrim
Frederick A. Wallis
W. L. Threlkeld
Guy E. Wiseman
J. C. W. Beckham
H. S. McElroy
Gibney Oscar Letcher
Nelson D. Rodes
Will Ward Duffield
G. A. McRoberts
Charles V. Milner
R. L. Dudley
F. D. Van Winkle
J. R. Cowan
J. A. Cheek
C. R. Hemphill
Trustees of Kentucky College of Kentucky|
S. H. Nichols
C. 0. Crooks
J. A. Cheek
Guy E. Wiseman
John E. Wiseman
M. J. Farris
H. S. McElroy
Amelia R. Yerkee
James H. Letcher
Nelson D. Rodes
Margaret R. Moore
Sarah Logan Brown
Mary H. W. Jewell
Filed in County Clerk's Office, Boyle County, Danville, Kentucky, May 9, 1930. Articles of Incorporation, Book #2, page 63.