Charter of the Watch Tower Bible and Tract Society (1945)

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SS:

MICHAEL A. DELLA VECCHIA

RECORDER OF DEEDS, ETC., IN AND FOR SAID COUNTY, DO HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND CORRECT COPY OF

Charter

AS THE SAME WAS RECORDED IN THE RECORDER'S OFFICE IN AND FOR SAID COUNTY ON THE 27th DAY OF February A.D.19 45 AND IS ON RECORD IN Charter BOOK VOL. 70 PAGE 171

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE SEAL OF THE SAID OFFICE THE 13th DAY OF November A.D.1987 ARTICLES OF AMENDMENT

(Officers' Certificate of Amendment to the Articles of Incorporation of the Watch Tower Bible and Tract Society pursuant to the Nonprofit Corporation Law of the Commonwealth of Pennsylvania)

We, the undersigned Nathan H. Knorr and William E. Van Amburgh, being respectively President and Secretary of the Watch Tower Bible and Tract Society, hereby certify:

First

The name of the corporation is Watch Tower Bible and Tract Society. The location of its registered office is Wabash Building, 410 Liberty Avenue, Pittsburgh, Allegheny County, Pennsylvania.

Second

The corporation was formed under the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations", approved April 29, 1874. The articles as applied for were granted on December 13, 1884, and recorded in the Office of the Recorder of Deeds of Allegheny County on December 15, 1884, and appear in the Charter Book, Volume 9, page 250, of the records in said office.

Third

Certain resolutions for the proposed amendment of the articles of incorporation of said Society were duly adopted under and by virtue of an Act of the Assembly of the Commonwealth of Pennsylvania of May 5, 1933 (Public Law 289), known as the "Nonprofit Corporation Law", as amended April 30, 1943 (Public Law 137).

Fourth

These said resolutions were adopted at a regular annual meeting of the shareholder members of the Watch Tower Bible and Tract Society was held at Pittsburgh, Allegheny County, Pennsylvania, on Monday, October 2, 1944, at 10 o'clock a.m., which time and place of meeting were the time and place required by the by-laws and the Nonprofit Corporation Law of the Commonwealth of Pennsylvania.

Fifth

There were present at said meeting a quorum and more than a majority of shareholders and voting shares.

Sixth

All of the shareholding members at said regular annual meeting were duly notified by mailing to each member on or about September 1, 1944 (more than ten days before the date of such meeting) a copy of a written notice describing in detail each of the amendments as hereinafter set forth.

Seventh

A resolution was offered to said meeting to amend Article II of the articles of incorporation. Said resolution as offered reads as follows:

BE IT RESOLVED by the members of the Watch Tower Bible and Tract Society, being a majority of the members entitled to vote for amendments to the articles of incorporation, that Article II of said articles, reading as follows:

"The purpose for which the corporation is formed is, ...the dissemination of Bible truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and by the use of all other lawful means which its Board of Directors, duly constituted, shall deem expedient for the furtherance of the purpose stated." be deleted and amended by changing the same to read as follows:

II. The purposes of this Society are: To act as the servant of and the legal world-wide governing agency for that body of Christian persons known as Jehovah's witnesses; to preach the gospel of God's kingdom under Christ Jesus unto all nations as a witness to the name, word and supremacy of Almighty Good JEHOVAH; to print and distribute Bibles and to disseminate Bible truths in various languages by means of making and publishing literature containing information and comment explaining Bible truths and prophecy concerning establishment of Jehovah's kingdom under Christ Jesus; to authorize and appoint agents, servants, employees, teachers, instructors, evangelists, missionaries and ministers to go forth to all the world publicly and from house to house to preach and teach Bible truths to persons willing to listen by leaving with such persons said literature and by conducting Bible studies thereon; to improve men, women and children mentally and morally by Christian missionary work and by charitable and benevolent instruction of the people on the Bible and incidental scientific, historical and literary subjects; to establish and maintain private Bible schools and classes for gratuitous instruction of men and women in the Bible, Bible literature and Bible history; to teach, train, prepare and equip men and women as ministers, missionaries, evangelists, preachers, teachers and lecturers; to provide and maintain homes, places and buildings for gratuitous housing of such students, lecturers, teachers and ministers; to furnish gratuitously to such students, lecturers, teachers, educators and ministers suitable meals and lodging and to prepare, support, maintain and send out to various parts of the world Christian missionaries, teachers and instructors in the Bible and Bible literature, and for public Christian worship of Almighty God and Christ Jesus; to arrange for and hold local and world-wide assemblies for such worship; to use or operate radio broadcasting stations for preaching this gospel of the kingdom; and to do any and all other lawful things that its Board of Directors shall deem expedient for the purposes stated.

considered and upon being submitted to vote of the members entitled to vote thereon was duly adopted by a vote of more than a majority of said members who voted as a class.

good standing at the time of said meeting was 232,_266.

the total number of voting shares of shareholder members appearing in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

AGAINST the resolution None votes.

FCR the resolution 225,302 votes.

Bighth

A Resolution was offered to said meeting to amend Article III of the articles of Incorporation. Said resolution as offered reads as follows:

majority of the members entitled to vote for amendments to the articles of incorporation, that Article III of said articles, reading as follows:

"The place where the business of the said corporation is to be transacted is the City of Allocheny, in the County of Allegheny, and State of Pennsylvania."

Society is in the City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania.

The foregoing resolution for the said amendment of Article III was discussed and considered and upon being submitted to vote of the members entitled to vote thereon was duly adopted by a vote of more than a majority of said members who voted as a class.

good standing at the time of said meeting was 232,266.

The total number of voting shares of shareholder-members appearing in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted ms: 225,302.

FOR the resolution 225,302 votes.

AGAINST the resolution None votes.

Ninth

A resolution was offered to said meeting to amend Article V of the articles of incorporation. Said resolution as offered reads as follows:

Charles T. Russell Allegheny City, Pennsylvania William I. Mann Benwood, West Virginia Maria F. Russell, Allegheny City, Pennsylvania Wm. C. McMillan, Latrobe, Pennsylvania. Simon O. Blunden, New York City, New York J. B. Adamson, Allegheny City, Pennsylvania Joseph F. Smith, Pittsburgh, Pennsylvania

"The corporation has no capital stock. Each donation of Ten dollars to the funds of said corporation shall entitle the contributor, or his assigns, to one non-forfeitable, non-assessable, and non-dividend bearing share, and to one vote for every such share in said corporation. Certificate of membership so acquired shall be issued by the Secretary, countersigned by the President, to the persons entitled thereto." be deleted and amended by changing the same to read as follows:

The names and residences of the subscribers are as follows

Charles T. Russell, Allegheny City, Pennsylvania.

William I. Mann, Benwood, West Virginia.

Muria F. Russell, Allegheny City, Pennsylvania.

Ma. C. McMillan, Latrobe, Pennsylvania.

Simon O. Blunden, New York City, New York.

J. B. Adumson, Allegheny City, Pennsylvania.

Joseph F. Smith, Pittsburgh, Pennsylvania.

The corporation has no cupital stock. It is not operated on a stock-share basis but on a non-stock basis.

It does not contemplate pecuniary gain or profit, incidentally or otherwise, to its members, directors or officers. Its members shall be only men who are mature, active and faithful witnesses of Jehovah devoting full time to performance of one or more of its churtered purposes under its direction and by its authority, or such men who are devoting part time as active presiding ministers or servants of congregations of Jehovah's witnesses.

A man who is found to be in harmony with the purposes of the Society and who possesses the above qualifications may be elected as a member upon being nominated by a member, director or officer, or upon written application to the President or Secretary. Such nominee shall be elected upon a finding by the Board of Directors that he possesses the necessary qualifications and by receiving a majority vote of the members present at a meeting of the Board of Directors. Membership shall be evidenced by a certificate bearing the statement that this Society is a nonprofit corporation and the signatures of at least two of its officers.

Membership at any one time shall be not more than 500 and not less than 300, including approximately seven residents of each of the 48 states of the United States of America on their becoming members.

All members shall be of the same class and each shall be entitled to one vote at all meetings of members. Voting may be by proxy when done in the manner provided by the

by-laws. No member shall sell, transfer or assign his vote. The right to vote is personal and cannot be conveyed by will or other instrument upon a member's death.

A meeting for electing directors and transaction of other business shall be held annually at a time and place fixed by the by-luws. At such meeting a majority of the members shall constitute a quorum.

any member may withdraw from the Society after fulfilling all obligations to it by giving written notice of such intention to the Secretary, which notice shall be presented to the Board of Directors by the Secretary at the first meeting after its receipt. A member may be suspended for a period or expelled for cause upon wilfully violating any of the by-laws, reasonable rules, or ordinances of the Society, or upon becoming out of harmony with any of the Society's purposes or any of its work, or for wilful conduct prejudicial to the best interests of the Society and contrary to his duties as a member, or upon ceasing to be a full-time servant of the Society or a part-time servant of a congregation of Jenovan's witnesses. Suspension or expulsion shall be by a majority vote of the directors, provided that a statement of the cause therefor shall have been sent by registered mail to the member at his last recorded address at least ten (10) days before a regular or special meeting of the directors; and such statement shall be accompanied by a notice of the time when and place where the Board of Directors will act in the premises, provided that said member shall have been given opportunity to present a defense at the time and place mentioned in such notice. Expulsion of a member forfeits any interest he has or had in and to the Society or any office therein, and cancels the right to partici-

pats in any meeting as a member and the right to vote, provided he shall have the right to be heard before expulsion.

The foregoing resolution for the said amendment of Article 7 was discussed and considered and upon being submitted to vote of the members entitled to vote thereon was duly adopted by a vote of more than a majority of said members who voted as a class.

The total number of voting shares of shareholder-members of the corporation in good standing at the time of said meeting was 232,266.

The total number of voting shares of shareholder-members appearing at said meeting in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

FOR the resolution 225,255 votes. AGAINST the resolution 47 votes. TENTH

A resolution was offered to said meeting to amend Article VII of the articles of incorporation. Said resolution us offered reads as follows:

"The said corporation by its Board of Directors, a majority of whom shall constitute a quorum for the transaction of business, shall have full power and authority to make and exercise by law rules and ordinances which shall be deemed and taken to be law

and enact by laws, rules, and ordinances, which shall be deemed and taken to be the law of said corporation, and do any and everything useful for the good government and support of the affairs of the said corporation; provided that the said by-laws, rules and ordinances, or any of them, shall not be repugnant to this charter, to the constitution and laws of the Commonwealth of Pennsylvania, and the Constitution of the United States." be deleted und amended by changing the same to read as follows:

VII. The government of the corporation vests in its Board of Directors, a majority of whom shall constitute a quorum for the transaction of business. The directors shall have full power and authority to make, amend and repeal by-laws, rules, and ordinances, which shall be the law of the Society; to disburse funds; to sell, or delegate to its officers authority to sell, real estate and personal property owned by the Society; to borrow money for the Society; to hold meetings at such times and places as may be designated by the Board; to admit members and suspend or expel them; to elect officers and employ agents, all of which powers are in addition to and not in limitation of the powers usually exercised by the directors; and also to devise and carry into execution such other measures as they may deem proper and expedient to promote the objects of the Society and to protect the interests and welfare of its members and to do any and every useful thing for the good government and support of the affairs of the Society.

The foregoing resolution for the said amendment of Article VII was discussed and considered and upon being submitted to vote of the members entitled to vote thereon was duly adopted by a vote of more than a majority of said members who voted as a class.

The total number of voting shares of shareholder-members appearing at said meeting in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

FOR the resolution 225,302 votes.

AGAINST the resolution None votes.

ELEVENTH

A resolution was offered to said meeting to amend Article VIII of the articles of incorporation. Said resolution as offered reads as follows:

"The said corporation shall have as officers a President, who shall preside at the meetings of the Board of Directors, a Vice President, who shall preside in the absence of the President, and a Secretary, who shall also be Treasurer; and these officers shall be chosen from among the members of the Board of Directors annually on the first Saturday of each year, by an election by ballot to be held at the principal office of the corporation in Allegheny City, Pennsylvania. The members of the Board of Directors shall hold their respective offices for life, unless removed by a two-thirds vote of the share holders, and vacancies in the Board occasioned by death, resignation or removal shall be filled by vote of a majority of the remaining members of the Board, who shall meet for that purpose within twenty days from the time when such vacancy, or vacancies, shall occur, and in the event of a failure to fill such vacancy, or vacancies, in the manner aforesaid, within thirty days from the time when such vacancy, or vacancies, shall occur, then the said vacancy or vacancies shall be filled by the appointment of the President, and the person, or persons, so appointed shall hold his, or their, office, or offices, until the next annual election of officers of the corporation, when such vacancy, or vacancies, shall be filled by election, in the same manner as the President, Vice President, and Secretary and Treasurer are elected. The persons entitled to vote at annual elections of the corporation, shall be those who hold certificates of membership acquired in the manner aforesaid."

be deleted and amended by changing the same to read as follows:

VIII. Directors shall be elected by the members at an annual meeting and hold office until successors qualify. At the annual meeting next held after this amendment to the articles of incorporation there shall be an election by ballot for seven directors of the Society, two of whom shall be elected for a term of one year, two for two years and three for three years. At each annual meeting thereafter a number of directors equal to that of those whose terms have expired shall be elected for the term of three years. At expiration of the said term of three years, any director may be reelected. Directors shall be selected from the membership of the Society.

Officers of the Society, chosen from among members of the Board of Directors, shall be a President (who shall preside at the meetings of the Board of Directors), a Vice-President (who shall preside in the absence of the President) and a Secretary and a Treasurer. At the option of the Board of Directors the Secretary also may hold the office of Treasurer. The Board of Directors shall elect officers, who shall hold office for a term of one year, or until successors qualify. Meetings for election of officers shall be held annually at a time and place fixed by the by-laws.

Vacancies in any office or the Board occasioned by death, resignation or removal shall be filled by vote of a majority of the remaining members of the Board, who shall meet for that purpose within thirty days from the time when such vacancy or vacancies shall occur. If the Board fails to fill such vacancy or vacancies in the time and manner above provided, then the President, or if the office of the President be vacant, then the Vice-President, performing the duties of President, shall fill such vacancy or vacancies by appointing the person or persons who shall hold office until the next annual meeting when such vacancy or vacancies shall be filled by election.

Officers may be removed from office upon a vote of a majority of all the Directors. Directors may be removed from the Board upon a vote of two-thirds of the members of the Society.

The foregoing resolution for the said amendment of Article VIII was discussed and considered and upon being submitted to vote of the members entitled to vote tharson was duly adopted by a vote of more than a majority of said members who voted as a class.

The total number of voting shares of shareholder-members of the corporation in good standing at the time of said meeting was 232,266.

The total number of voting shares of shareholder-members appearing at said meeting in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

FOR the resolution 225,302 votes.

AGAINST the resolution None votes.

THELFTH

A resolution was offered to said meeting to amend Article X of the articles of incorporation. Said resolution as offered reads as follows:

"The said corporation, by the name, style, and title aforesaid, shall have the right, power, and authority to take, receive and hold in fee simple, or any less estate, all such mossuagos, lots, lands, buildings, tenements, rents, annuities, franchises and horeditaments as may be necessary and proper for its purposes; and to sell, lease, mortgage, or otherwise dispose of the same or any part thersor; and it shall have the same right, power, and authority to take, receive and hold, and to sell, lease or dispose of any and all kinds of personal property and money."

be deleted and amended by changing the same to read as follows:

The said corporation shall have the right, power, and authority to take, receive and hold donations and contributions of money and property, bequests and legacies to be used to further the chartered purposes; to receive and hold in fee simple, or any less estate, all such messuages, lots, lands, buildings, tenements, rents, annuities, franchises and hereditaments as may be necessary and proper for its purposes; and to sell, lease, mortgage, or otherwise dispose of the same or any part thereof; and it shall have the same right power, and authority to take, receive and hold, and to sell, lease or dispose of any and all kinds of personal property and money.

The foregoing resolution for the said amendment of Article I was discussed and considered and upon being submitted to vote of the members entitled to vote therason was duly adopted by a vote of more than a majority of said members who voted as a class.

the total number of voting shares of shareholder-members of the corporation in good standing at the time of said meeting was 232,266.

The total number of voting shares of shareholder-members appearing at said meeting in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

FOR the resolution 225,302 votes.

None votes.

THIRTEENTH

A resolution was offered to said meeting to authorize and direct the application to the Court to have each of the foregoing amendments to the articles of incorporation approved by the Court. Said resolution as offered reads as follows:

BE IT RESOLVED by the members of the Watch Tower Bible and Tract Society, being a majority of the memers entitled to vote for amendments to the articles of incorporation, that

WHEREAS the shareholder-voters, being the members entitled to vote for amendments to the articles of incorporation, have duly adopted Resolutions numbers 2,3,4,5,6 and 7 for the amendments to the articles of incorporation, and which said Resolutions have been duly adopted by a majority of the members entitled to vote therson.

NOW THEREFORE the officers of the Watch Tower Bible and Tract Society are hereby directed to prepare the articles of amendment and officers' certificate of amendment to the articles of incorporation, and to certify the copies of each Resolution amending the articles of incorporation, and to file the same with the Prothonotary of the Common Pleas Court and cause to be advertised in the newspapers the necessary notice of the intention to apply to the Common Pleas Court for an order approving the articles of amendment and to take any and all other further steps necessary to effectuate the amendment to the articles of incorporation, pursuant to the resolution herein made at this annual meeting.

The foregoing resolution to authorize and direct the application to the Court to have each of the foregoing amendments to the articles of incorporation approved by the Court was discussed and considered and upon being submitted to vote of the members entitled to vote thereon was duly adopted by a vote of more than a majority of said members who voted as a class.

The total number of voting shares of shareholder-members of the corporation in good standing at the time of said meeting was 232,266.

The total number of voting shares of shareholder-members appearing at said meeting in person and by proxy was 225,305.

The total vote upon the foregoing resolution when separately offered and adopted was: 225,302.

FOR the resolution 225,302 votes. AGAINST THE resolution None votes FOURTEENTH

The total vote by which each of the aforesaid resolutions amending the articles of incorporation and authorizing the application to the Court was adopted is shown above under each of said resolutions. The undersigned officers do hereby certify that the total vote thus shown is true and correct according to the records of said annual meeting; and said officers do hereby further certify that the foregoing copies of said resolutions adopted at the said meeting by the voting shareholders are each, respectively, a true and correct copy of each of said resolutions for the amendment of the articles of incorporation und for authorizing the application to the Court, as the same was offered to and adopted by the voting shareholders at said meeting and as the said resolutions appear of record in the minutes of said annual meeting.

IN WITNESS WHEREOF the Watch Tower Bible and Tract Society has caused these Articles of Amendment to be signed by its President, and its corporate seal, duly attested by its Secretary, to be hereunto affixed this second day of October 1944.

COLLEGEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY CITY OF PITTSBURGH

President

)ss:

BE IT REMEMBERED that on this second day of October 1944, before me, a Notary Public in and for the County aforesaid, personally appeared NATHAN H. KNORR President, and WILLIAM E. VAN ALBURGH, Secretary, of

the WATCH TOWER BIBLE AND TRACT SOCIETY, the corporation named in and which executed the foregoing Articles of Amendment, who being duly sworn, did depose and say that they were personally present at the execution of the foregoing Articles of Amendment and saw the common or corporate seal of the WATCH TOWER BIBLE AND TRACT SOCIETY affixed thereto; that the seal affixed thereto is the common or corporate seal of the corporation; that the foregoing Articles of Amendment were duly signed, sealed and delivered by and as and for the act and deed of the corporation by the authority and at the direction of a majority of the members of the corporation; and that the names of the said NATHAN H.

KNORR as President and of WILLIAM E. VAN AMBURGH as Secretary, subscribed thereto are in their proper and respective handwriting.

Sworn to and subscribed before me ) Nathan H.. Knorr

this 2nd day of October 1944. ) Wm. E. Van Amburgh

A. C. Swanson Notary Public (N.P.Seal)

Ly commission expires April 1, 1945)

COCONTEALTH OF PEINSYLVANIA ) NATHAN H. KNORR and WILLIAM E. VAN AMBURGH, being

COUNTY OF ALLEGHENY )SS: severally and duly sworn, do depose and say, and each

CITY OF PITTSBURGH ) for himself deposes and says: That he, the said

) NATHAN H. KNORR, is the President of the Watch Tower

Bible and Tract Society, and he, the said WILLIAM E. VAN AMBURGH, is the Secretary thersof. That they have been duly authorized to execute, apply the corporate seal and file the foregoing articles of amendment to the articles of incorporation of said Society by the affirmative vote cast in person and by proxy of the majority of shareholder-members of said corporation who were entitled to vote on each and all of the resolutions contained in the foregoing articles of amendment, and that such vote was cast at the said annual meeting of said members called for that purpose upon notice given in the time and manner required by law; that each deponent has read the foregoing certificate and that each and every statement of fact therein contained is true and correct.

Subscribed and sworn to before me ) Nathan H. Knorr

this 2nd day of October 1944. ) Wm. E. Van Amburgh

A. C. Swanson Notary Public (N.P.Soal)

IN THE COURT OF COLUMN PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA

IN RE PETITION OF WATCH TOWER BIBLE AND TRACT SOCIETY, for approval of amendment to articles of incorporation

No. 44 January Tarm,1945

ORDER OF COURT

And how, to-wit, this 15 day of February, A.D. 1945, the foregoing petition and application for amendments to the charter of the Watch Tower Bible and Tract Society having been presented in open court and proper proofs of publication of notice having been filed in connection therewith and said petition and articles of amendments having been filed with the Prothonotary of the Court of Common Pleas of Allegheny County, Pennsylvania, as provided by law, and the matter having been referred to Horace Thomas, Jr., Esq., as Master, who has filed his report recommending said application, and the court having considered this application fully, the Master's report and his recommendation favoring and recommending the granting of said application, petition and amendments and being of the opinion that said petition and articles for the amendments prayed for are lawful and do not conflict with the requirements of the Act of May 5, A.D. 1933, P. L. 289 of the State of Pennsylvania, known as the Non-Profit Corporation Act, and the amendments and supplements thereto.

IT is therefore hereby ordered and decreed that the foregoing articles of amendments of the Watch Tower Bible and Tract Society be and the same are hereby approved and upon the recording of said articles of amendments, together with this Order, with the Recorder of Deeds of Allegheny County, Pennsylvania, the amendments specified in the articles of amendments shall become a part of the original charter of the Watch Tower Bible and Tract Society aforesaid.

BY THE COURT

by E. C. Kratsak Deputy

No. 7945. Recorded February 27, 1945. Written by Morrison. Compared by Andreid & L. Powell

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Charter of the Watch Tower Bible and Tract Society (1945)