Certificate of Incorporation
We, the undersigned, all being persons of full age and being desirous of
associating ourselves for the purposes hereinafter particularly
described pursuant to and in conformity with the acts of the Legislature
of the State of New York relating to membership corporations under
Article II of the Membership Corporation Law of the State of New York,
do hereby make, sign and acknowledge this certificate and do hereby
certify as follows:
First: The corporation name by which said corporation, hereby formed, is
to be known is and shall be The American Ethical Union Inc.
Second: The purposes for which the said corporation is to be formed are
as follows:
1. To promote the knowledge, the love and the practice of right living
in all the relations of life. To join its members into a religious and
educational fellowship in an effort to advance the moral growth of
humanity through study, social action and spiritual consecration.
2. To bring into close fellowship of thought and action the several
existing Ethical Societies and such other Ethical Societies or
organizations as may be established and admitted to the Union.
3. To federate the Ethical Societies throughout the United States of
America, District of Columbia and in any of the territories, districts,
protectorates, dependencies of insular or other possessions or
acquisitions of the United States for the purpose of promoting the
welfare of the Ethical Societies in the different communities in which
they function, to organize and maintain conference groups,
investigations, studies and similar activities, to help carry out the
purposes of the organization, to cooperate with private and governmental
agencies in order to more effectively carry out the foregoing purposes,
to render social service to cities, states and nations, to consider and
act upon public matters of interest to communities throughout the
country, to provide a medium for the exchange of ideas relating to
education, public welfare and ethical living.
4. To take, lease, purchase or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, erect, improve, develop and
otherwise deal in and dispose of real estate, real property and any
interest or right therein in any State in the United States or its
territories, and to take and accept such real or personal property by
gift, devise or bequest.
Third: The territory in which the operations are principally to be
conducted is within the United States of America, in the District of
Columbia and in the territories, districts, protectorates, dependencies
or insular or other possessions or acquisitions thereof and in North
America generally.
Fourth: The principal office of the said corporation shall be located in
the Borough of Manhattan, City, County and State of New York.
Fifth: The number of directors and trustees of the said corporation
shall not be less than three nor more than thirty.
Sixth: The names and places of residence of the persons to be directors
and trustees of the said corporation until the first annual meeting are
as follows: [names omitted]
Seventh: That all of
the subscribers to the certificate are of full age; that at least
two-thirds of them are citizens of the United States; that at least one
of them is a resident of the State of New York and that of the persons
named as directors and trustees, at least one is a citizen of the United
States and a resident of the State of New York.
Eighth: Corporations, associations, partnerships and individuals may be
members of this corporation.
Ninth: This corporation may by majority vote of its members adopt
by-laws fixing the date of the annual meeting for the election of
directors and trustees and for the transaction of such other business as
may properly come before the meeting and providing for special meetings,
and for the manner of giving notice for annual and special meetings.
Tenth: The annual meeting of this corporation may be held without the
State of New York.
Eleventh: The by-laws of this corporation may be altered or amended or
extended or repealed at any annual or special meeting by a majority vote
of the members present.
Twelfth: This corporation shall have the power to acquire property,
real, personal or mixed, situated in the United States, in the District
of Columbia, in any of the territories, districts, protectorates,
dependencies or insular or other possessions or acquisitions thereof or
in any foreign countries by grant, gift, purchase, devise or bequest,
and to hold and dispose of such property, real, personal and mixed as
the purposes of the corporation shall require subject to such
limitations as may be prescribed by law, and this corporation may
mortgage, sell or convey or otherwise dispose of said property.
Thirteenth: The foregoing clauses shall to construed as objects and as
powers in furtherance and not in limitation of the general powers
conferred by the laws of the State of New York and it is expressly
provided that the foregoing enumeration of specific powers shall not be
held to limit or restrict in any manner the powers of this corporation
and that this corporation may do any and all things necessary, suitable
or proper for the accomplishment of any of the purposes or objects
hereinbefore enumerated. Nothing in this certificate, however, shall
authorize the corporation to carry on any business or exercise any
powers in any state or country which a similar corporation organized
under the laws of that state or country could not carry on.
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