1917_Facts For Shareholders (Fakty dla akcjonariuszy).pdf

FACTS FOR SHAREHOLDERS

OF THE

Watch Tower Bib e and Tract Society

"What doth the Lord require of thee, but to do justly, love mercy, and walk humbly with thy God?"

November 15

Brooklyn, New York

1917

frlends in expressing their views and wishes properly tends in person, the Proxy is superseded and revoked by the

with sufticient knowledge at the January election at presence of the voter himself, who must then do his own

Pittsburgh, so as to place the responsibility upon each in- voting.

dividual, where it should properly belong.

The Proxy sent out with Nov. 1 TOWER

is one which permits

It is also intended to

the person voting for

have the same purpose

another to disregard

and effect with refer-

his wishes. It permits

ence to the voices of

the one holding the

the Classes which are to

Proxy to vote at the

be heard on November

Annual Meeting, or at

21, 1917.

with reference to

any adjourned or sub-

sequent session of the

The "ousted" Direc-

" HARVEST SIFTINGS "

Annual Meeting for the

tors desire merely to

election of Directors or

fulfill their responsibil-

Officers, as the person

ity to the Lord and the

brethren, so that the

holding the Proxy may

This Paper Contains

mouths of the friends

decide.

may be stopped as

An ordinary Proxy

INSTRUCTIONS

gives only the right to

against them hereafter.

~t is a legal maxim that

vote at Annual Meet-

a man intends the ~0th

ings for Officers and

sequences of his acts,

as to

Directors, and things

and it is presumed that

incidental thereto. We

the friends of the Truth

furnish two Proxies,

likewise intend the

consequences of the ac-

either one of which

may be used, but not

tion they are about to

both by the same in-

take. Such being the

dividual. One gives

case, they must each

complete discretion to

the one designated to

one bear the responsi-

Pertaining to the

bility for his own deci-

act, the other gives the

sjon in the matter.

special and particular

ELECTION

authority to vote for

PROXIES

particular persons only.

A Proxy may be given,

of the latter kind, re-

stricting the agent to

statute authorizes vot-

ing by proxy. A form

act as directed, or not

at all. The friends will

for use in voting by

make their own choice.

proxy is furnished

This latter method is

herewith. The proxy

January 5th,. 1918

the one always suggest-

sent out by the present

ed by Bro. Russell for

management of the SO-

Church matters. Each

ciety is not correct.

voter, that is, each per-

The Pennsylvania Stat-

son having donated ten

Ute requires a mdness

dollars at any time or

to the signature Of the

larger sums, is entitled

penon executing the

for Voting by Proxy

to one vote for each

Proxy, and there is no

ten dollars. He can-

place indicated for the

not be deprived of his

signature of the witness

vote or votes lawficllyl

on that form. The Each shareholder is

forms issued herein will entitled to a certificotr

be found legal and effective and can be filled in with safety. showing the number of shares he may vote.

'4 Proxy in Pennsylvania is valid for only TWO months from

its date, therefore ar~.y Proxy dated prior to Nov. 5, 1917, m'll DRECTORS NED NOT BE RESIDENTS OF

be invalid! PFNNSYLVANIA

A LATER PROXY REVOKES AN EARLIER ONE The Pennsylvania statute laws concerning corporations

which require that three Directors of such corporations shall

A Proxy dated subsequently would, if presented for voting, be residents of Pennsylvznia, after a careful examination

be proper and valid and would revoke the former Proxy and study of the Pennsylvania decisions, do not apply to the

if already executed and delivered.

Watch Tower Bible and Tract Society, therefore the share-

T HIS PAPER is issued for the purpose of assisting the If any one gives a Proxy for the meeting, and then at-

The Pennsyl v a n i a

FACTS FOR SHAREHOLDERS

NOVEMBER

holders are not restricteq in voting for Directors to vote for

brethren who reside in Pennsylvania. The Watch Tower

Society is not o religious Society for public worship, such

as a Church, but is a business corporation, not for profit,,

and statutes requiring religious corporations of that nature

to have three Directors in Pennsylvania do not apply. The

statute requiring one-third of the Directors of certain com-

panies to live in that State does not apply to the Society, and

section six of the corporation law, requiring three of the

original subscribers to live in Pennsylvania, does not require

the Society to have three local Directors.

THE RIGHT TO VOTE

The right to vote is a Charter right, and such right cannot

lawfully be taken away by means of a by-law ! A by-law may

be made regulatilf~ the right to vote, but may not take away

that right.

It is unlikely that enough people would desire to vote as to

the management of the Society, having the right to do so,

who are not believers in the Present Truth to make them

dangerous to the Society; nevertheless, recognizing the spirit

of the by-law (which the President of the Society says ex-

ists), prohibitin2 those out of harmony with the Society from

voting, we advise that all who conscientiously believe them-

selves in har~t~oltym'th the purposes which have been set

forth for wars on bare two of "The Watch Towe? under

later will be the lawful one, and the Inspectors of Election

should so decide.

It will be entirely proper for all the consecrated in the

Present Truth to answer "YES" to the question on the Proxy,

as the President has no right to impose such o condition in

szish a ze$ay; and he is not the Society--or Channel!

It looks like a studied effort to exclude any from voting

who do not agrce u.itlz the three principal brethren who have

subverted affairs by force and craft.

. -

;he cabtioli, ."This Journal and 'its Sacred Mission," are fully

quulified to vote at the election within the spirit and letter

of the bjl-!mu, and to answer "yes" to the question on Proxy

furnished with the Nov. 1, 1917, TOWER.

Such may, of course, also conscientiously say that they be-

lieve the Society is the Lord's agent in the execution of the

Harvest work, until the shareholders themselves decide at

some time in the future to change the policy of the Society.

Surely, one man such as Bro. Rutherford cannot be the So-

ciety, and all the shareholders the followers of his will or

cajolery, unless they decide for themselves to do so, and un-

less they have so decided, and they cannot do so until Jan. 5,

1918, by a shareholders' vote at the Annual Meeting-because

they are the Society!

The Society has a right to close its books a reasonable

time before election (viz., Dec. 14 19171, so as to enable

the Secretary to ascertain how many votes each one is en-

tit!ed to cast; but the Society has no right to say that no

one may vote unless the Secretary endorses him and says

he may do so.

The Secretary must be prepared at the place of election

with a voting list and the books of the Society. The 'books

are the test of the right to vote as of the 10th day of De-

cember. -411~one can see that this is true, because if a per-

son votes personally he will go to the meeting and not send

himself to Bro. Van Amburgh at Brooklyn on Dec. 10, 1917.

He could not be required, either, to send his Proxy to Brook-

lyn. 'rhc Inspectors may at the meeting check his right to

vote as the books stood on Dec. 10 previously.

l!ad the certificates been sent out as they were last year,

the voting would have been more simple. The method now

suggested will work, if adopted, to take the control from the

friends.

The friends all know how many votes they were entitled to

last year arid how much more they have donated since then,

and so each knows the shares he or she may vote.

The Classes, if they adopt the suggestion in the Nov. 1,

1917, "Watch Tower," will vote to suggest their preferences

on Nov. 21, 1917. This Class-vote of those professing con-

secration has ?zothi~g

INSPECTORS OF ELECTION

The law requires that the ballots be taken by Inspectors of

Election. The law requires that they make oath to execute

the office properly. These Inspectors should be selected by

the vote of the Shareholders present, voting either in person

or by Proxy. The Inspectors must receive the vote and do

the deciding. The books must show who may vote and how

many shares. If any Shareholder is able to demonstrate to

the Court of the State of Pennsylvania that the Election is

to be conducted fraudulently or by force, the law provides that

he may apply by Bill in Chancery to the Court to designate a

Master in Chancery to conduct the election. It might be well

for the friends to select two lawyers, brethren, to act as In-

spectors of Election, or one lawyer and another brother, but

both, of course, should be disinterested personally.

There Were No Vacancies in the Board of the W. T. B. &

T. Society-Hence There Was No Room for

New Directors

"Harvest Siftings," No. 2 (page I), states that the four

Directors were not legal members of the Board. This state-

wzent, we believe, to be untrue. In fact, we are scrre it is

fintrue!

The Pennsylvania statute holds that "in case of the death,

removal or resignation of the President or any of the Di-

rectors, Treasurer or other officer of any such company, the

remaining Directors may supply the vacancy thus created,

untzl the nest election."

The Pennsylvania Courts have held that "Directors up-

pointed to fill vacancies hold zmtil their slrccessors are

elected!"

Bro. Rutherford states in the Nov. 1, 1917. "11-atch Tower"

(page 328, col. 2, par. 2 and 3) that after the original Board

of Directors was chosen (in 1884) there never was an elec-

tion of Directors. He says "Successors to those original Di-

rectors were ne;cr electcd by the shareholders."

The Pennsylvania Courts have expressly held that as the

statute in that State provides that the Directors or Trustees

shail be chosen annually by the stockholders or members at

the time fixed by the by-laws and shall hold their office until

others are chosen and qualified in their stead, that that means

until an election for Directors has been held.

The case of Pennsylvania Milk Producers' Assn. vs. First

Natl. Bank (20 Pa. C. C. 540) expressly holds that "Directors

appointed to fill vacancies hold until their successors are

elected."

The Courts of Pennsylvania hold that Directors hold over

tutti1 an actual valid election takes place, even though the

tiiize f~r

the electiolr for Directors may have passed by.

It is general, also, in the various States that "hold-over"

Directors may hold meetings, fill vacancies in the Board and

vole to sell property, the same as though regular elections

had been held. (See Kent Co. Agricul. Society vs. House-

man, 81 Mich. 609.)

The text books, too, on the subject say that the old Di-

rectors continue in office until their successors are duly

elected. (See Cook on Corporations, 7th Ed., Sec. 624.)

Section 61, act of 1891, of the Penna. Corporation Law says

that "the Directors shall be chosen annually at the time fixed

by the by-laws, and shall hold their office until others are

chosen and qualified in their stead. Hold-over Directors must

perform the duties enjoined by the law as regularly elected

Directors. (See Kenard vs. Wood, 130 Pac. R., 194; Cook

on Corp., Sec. 713, 7th Ed.)

The fact that these hold-over Directors were appointed by

to do legally with the Society. No one

is a nzember of the Society except he has voting shmres. The

Society is a business corporation, not for profit, and is a

creation of the law of Pennsylvania, and is not (legally) a

religious corporation !

There possibly is no objection to sending the Proxy to

Brooklyn to be checked by the Secretary, but if a Brother

or Sister does not receive his Proxy again in time to deliver

it to the brother who expects to go to the Annual Meeting

froin his own Class or county or State, he may execute a

new Proxy and date it later than the earlier one, and the

15. 1917

FACTS FOR SHAREHOLDERS

Directors to fill vacancies at meetings out of the State of prepared to realize that the following statement on page

Pennsylvania does not disqualify them, because the statute 1, "Harvest Siftings," No. 2, Col. 2, is not true. The state-

law of that State provides that where any company has been ment as made was:

incorporated under the laws of that State, and a majority "The real issue is. Was the President justified in appointing

of the Directors, corporators or stockholders thereof are "four members of the Board of Directors, which he did on

"the 12th day of July 1917, to fill vacancies thzn eristing

citizens of any other State, said corporations may be or- "and to hold office uniil the next annual election to be held

ganized, and all the meetings of such corporators, Directors "by the shareholders on the 5th day of January, 19181"

or stockholders held in such place, whether in the State of All can readily see that the President is establishing a

Pennsylvania or elsewhere, as such majority, may trom false premise, because the real issue was the question:

time to time appoint; Provided, however, that the ANNUAL Were there any vacancies to be filled at all.? and we can

ELECTION for officers of such corporation shall be held in answer the question in the negative.

the State of Pennsylvania at such time and place, and upon Supposing it had been true that there had been va-

such notice, by publication in the newspapers of that State, cancies in the Board to be filled, was Bro. Rutherford justified

as the by-laws of such corporation may from time to time in deciding that such vacancies existed and to so act?

determine. Sec. 1, P. L. 1866.

We have seen that having recognized these Directors he

So we see that as

could not himself re-

lolzg as the annual

pudiate them, but ad-

stoclzholders' meeting

is held annually at

Pittsburgh the Direct-

ditionally we find that

while the Charter au-

thorizes the President

PREFATORY

or.~' nze~tingsmay be

held irz Brookly+~, if

the nzajority of the Dg-

rectors live t h ere.

IF THE Shareholders desire to defeat the present President and

Treasurer and any of the ~seudoBoard of Directors in disapproval

to when the

Directors do not do so

after thirty davs, we

of the present temporary management, they should remember that I know that this could

Theref ore there could

have been no reason to

attempt to fill vacan-

cies for this alleged

scattered votes will never accomplish the purpose. As many will

not possibly meall that

the President could act

always vote for those in power, we therefore suggest that the

secretly and make such

Lord may have indicated to us at the time of our Pastor's death by

appointments when the

cause.

the association and presence with him of Brother Menta Sturgeon,

a12eg~d~~~cancies

not apparent to the Di-

In such a case, while

that he would make a satisfactory President. We suggest, there-

the Directors are not

rectors, so that they

the coroorate bodv of

fore, that Brother Sturgeon he voted into the office of Director, and

could first elect to act

the ~oEiety,they -may

then voted for by those wishing to select a new President.

or not to act and thus

act as agents of the

fill the vacancies if they

wished.

Surely the Share-

holders would have pre-

ferred to act accord-

Society when acting as

a body beyond the

bounds of Pennsyl-

vania, where the cor-

oration exists, and by

the statute may fill up

vacancies in their own

number until the next

election - not merely

until the time for the

Those who think that Directors should be commended who have

the courage to do right at all hazards at the cost of position and

livelihood, should vote to sustain the deposed Directors. We sup-

gent this as an encouragement to them, and that future Boards may

pursue a righteous course always.

ing plalls Out-

lined in various ways

by Bro. Russell, par-

ticularly as expressed

in such legal matters

as the Charter of the

The following are the names to he voted for Directors and

officers:

I that if the legality of

next election takes

Society; but all can see

place, but is a valid

1. MENTA STURGEON, Dimtor and President

election.

As we have seen, we

have Bro. Rutherford's

own statement in "The

Tower" of Nov. 1,

1917, that there never

was any election for

the contents of the

Charter and other pa-

pers are t~ be sues-

2. ALFRED I. RITCHIE, Director and Vice-president

3. H. CLAY ROCKWELL, Director and Secretary-Treasurer

4. J. DENNIS WRIGHT, Director

it then becomes neces-

sary to follow what is

legal to the exclusion of

I 7. ANDREW N. PIERSON, Director that which is not so.

5. ISAAC F. HOSKINS, Director

6. ROBERT H. HIRSH, Director

Directors after the

Board was originally Bro. Rutherford act-

organized, so accord- ed on the advice of

ing to the statute and his Philadelphia law-

Court decisions the Directors of the Board, as constituted on yer and states that the provision in the Charter that the

June 20, 1917, were valic! officers of the Society duly qualified Directors shall hold office for life is illegal and that they

to act and there sc'pre nc vacnncics. must be elected annually. His lawyer went on to say that

Even if it were true, which it is not, that there were any "any provision of the Charter which is contrary to the

vacancies such as stated by Bro. Rutherford, he himself, after statute will be disregarded, and that part of the Charter

meeting with the Board and recognizing the individuals as which is in harmony with the statute will be upheld." Turn-

members thereof, could himself be estopped from questioning ing, then, to the statute of Peilnsylvania we find that the

their authority; then, too, "a person who participates in a statute says that in case of the death, removal (viz., lawfully)

Directors' meeting held out of the State (N. J.) cannot ob- or resignation of the Directors, the remaining Directors may

kct to it on that ground." (Wood vs. Bing. 21 Atl. 574, supply the vacancy thus created until the next election. We

See Cook vs. Corp. 713 a.) Bro. Rutherford participated in find then that the statute only permits the remaining Di-

many Directors' meetings in Brooklyn of the Society, and rectors to fill the vacancies. As this can be done only where

he participated in the election of Bro. Hirsh to fill the vacancy a majority of the Board exists to constitute a quorum and as

caused by the resignation of Bro. Rockwell this year, and a minority cannot fill vacancies, because a quorum is neces-

Bro. Rutherford is not permitted to question it in law and sary. we see that where less than the majority acts a Share-

ze must all agree that such inconsistency on his part is not holders' meeting must be called to elect them, and the courts

at all commendable! have so decided in other cases.

With the foregoing in mind, knowing as we now do that Strictly, then, the Charter provision that the President shall

thcre were no vacancies in the Board of Directors, we are appoint is contrary to the statute and so, on those decisions,

- ~

were

( tioned by the ~resihent,

FACTS FOR SHAREHOLDERS

SOVEMBXR 15. 1917

the President had no power to make the appointments, and

Bro. Rutherford is wrong on both propositions, as he is

merely one of seven Directors, a very apparent minority of

the Board.

In New Jersey the vacancies in the Board of Directors may

be filled, if the by-laws so provide, by the President alone, or

a minority if the Board so elect, because the statute does not

require in that State that the vacancies must be filled, until

the next election, by the Board of Directors, but merely pro-

vides in the statute that the vacancy may be filled in such

manncr as tlie by-laws of the company shail provide. We

can see, therefore, that if the Society had been incorporated

in New Jersey, the case would be different as to the President

filling a vacnticy than it is in Pennsylvania.

STATUTE AND CHARTER OF SOCIETY WITH REFER-

ENCE TO DIRECTORS HOLDlNC OFFICE FOR LIFE

A great deal of significance has been placed upon the fact

that the Court of Common Pleas of Pennsylvania, by Judge

Collier, examined the Charter in 1884 and certified it to be

in proper form and within the purposes named in the first-

class specified in Sec. 2d of the Act of April 29, 1874, and its

supplements, arid that the amendment to the Charter in

1896 u.as certified 1)y the same Jutlge to the same effect. The

amendment, of course, relates back to the original Charter

(as in amcndments to statutes) and from then on must be

considered in the same light as if originally a part of the

Charter. That amendment, liosvever, docs not operate to

make a corporation amenable on that account to a statute

passed after the incorporatioil alrcl before tlie amendment,

where it mould not otherwise have becn affected by the amend-

ment; as an amendment is tliffei-ent from a revival of a

corporation whose Charter had expired.

accordat~ce aith statement to Bro. Ruther-

ford at the Uircctors' meetifag of June 20, 1917?

The answer will be found by reading the proposed by-laws,

which were handed to the lawyers in h'ew York, N. Y., viz.,

Davies, Auerbach & Cornell, before Bro. Rutherford an-

nounced the attempt to fill the alleged vacancies, which pro-

posed by-laws have just been obtained from the law firm for

insertion in this paper.

Let it be remembered that these b>--la~vswere partly for

the purpose of eliminating Bro. McMillan from the manage-

ment, as the Directors thought he should have been removed

after trial of the by-laws suggested by the Shareholders.

It is not contended that these by-laws, as meant to be pro-

posed by the Directors, are as they would have been at final

passage, as undoubtedly the New York lawyers would hare

made some !egal changes, but they do show the purpose of

the Directors, and that they had no such absurd intention of

wrecking the Society, as charged by the President.

'BY-LAWS, RULES AND ORDINANCES FOR THE GOV-

ERNMENT OF THE WATCH TOWER BIBLE

AND TRACT SOCIETY

'Whereas, in the Providence of God, our beloved Pastor

"and late President of our Society, Brother Chas. T. Russell,

"passed from us, after having conducted the affairs of this

"Institution for approximately forty years, to the appare~t

"satisfaction of all concerned ; and

"Whereas, at the regular annual meeting of the voting

"Shareholders of the Watch Tower Bible and Tract Society,

"held in Pittsburgh, Pa., on Jan. 6, 1917, when our new Presi-

"dent, Brother Jos. F. Rutherford, was elected, a copy of

"written by-Iaws was presented to the Convention that was

"recommended to the Board of Directors by the Shareholders

"of the Society; and

"Whereas, the Board of Directors were thus influenced by

"the Shareholdersbvote to adopt for trial the by-laws thus

"outlined for them. and hopicg the by-laws would prove psac-

'Yicable ; and

"'\//hereas, we now learn, to our grief and sorrow, that

"said by-laws are a detriment to our work, threatening the

"stability arid harmony of all its parts, and are subversive of

"the rights, privileges, and powers of its legally and properly

"constituted Managers, the Board of Directors, in whom the

"power to make by-laws and manage the Society exclusively

"resides; therefore, be it

"Resolved, that we, the Board of Directors, do now take

"into our hands the rights, privileges and powers vested in us

"by the Charter written by the hand of our departed and be-

"loved Pastor, and strive by the help of God and our Lord

"Jesus Christ to be faithful to the trust which has thus been

"reposed in us Be it further

"IResol\ed, that the bylaws and resolutions described fore-

'"oing be, and are hereby repealed and rescinded, and that

"the following are hereby enacted instead :

By-Laws

"(I) It shall be a law governing the Board of Managers

"of this Society that, while a majority of the members shall

"constitute a quorum, as specified in the Charter, no matter of

"business shall be decided with less than a majority vote of

"the seven members of the Board.

"(2) There shall be a regular monthly meeting of the

"Board of Directors, held the first Thursday in each monfi,

"at which general reports shall be made concerning the status

"of the work, and especially as to the state of the Society's

"finances; and otherwise to enlighten its members Bully as to

"what our Society is doing. Special Board meetings nnay be

"caIled at any time by four of its members.

Directors cor,template to take

The charter says: The "corporatioil shall have as officers a

"President, who shall preside at the meetings of the Board of

"Direcrors; a Vice-President, who shall preside in the ab-

"scncc of the President; and a Secretary who shall also be

"'Treasurer; and these officcrs 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,

"Pennsvlvania. The members of the Board of Directors

"shall hold their respective offices for life, unlcrs removed

"by a two-thirds vote of the shareholders, and vacancies in

"the Board occasioned by death, resignation or removal, shall

"be filled by vote oi 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 vacan-

"cies, 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 per-

"sons, so appointed shall hold his or their office, or offices,

"until the next annual election of officers of the corpora-

tion, when such vacancy, or vacancies, sl~allbe fiiled by

"election, in the same manner as the President, Vice-Presi-

"dent and Secretary and Treasurer are elected."

THE PRESIDENT RESPONSIBLE FOR THE TROUBLE

We have seen that Directors elected by Stockholders, or by

Directors, to fill vacancies hold over in office until the next

election for Directors; therefore, as long as and until the

election for Directors takes place such Directors are legal,

and the court may have considered that there would be no

harm in allowing the Directors to hold over, if the Share-

holders acquiesced in it.

We can see now, however, that as the new President has

raised the issue the Shareholders must hold an election for

Directors and select the officers from among such Directors.

Gro. Russell was always a valid Director of the Society

as a hold-over, and that was the reason he was never elected

a Director afterwards, and it is not true to say that his elec-

tion as President, by reason thereof, constituted him a Bi-

rector. The Charter provides that the President shall be

elected from among the Directors, and not that those elected

President, Vice President or Treasurer shall be considered

as elected to the Roard of Directors, and no such arrange-

ment was made in the Charter authorizing any such con-

struction. The Directors are valid until an election for them

takes place; and so there did not need in all this time to be

an election for Directors, al:hough the oK~cerswere chosen

from among them.

consequent!^, if a11 acquiesced in the Charter, everything

would have continued year after year, and the new President

ir to blame for the change.

PURPOSE OF THE DIRECTORS THAT SCARED THE

PRESIDENT SO

Wlzat action did the ?~~ujority

on July 20, 1917, ii~

NOVEMBER

FACTS FOR SHAi'IEHOLDERS

"(3) The Board of Directors shall reserve the right al-

"ways for its several members to have such regular individual

"work in connection with the offices of the Society (the Vice

"President excepted, for obvious reasons), and to do what-

"soever they may best be able for the furtherance of the work

"consistent with their position zs Board Members, and as

"their abilities warrant, and which will enable them so far as

"possible and practicable to be present at each and all of the

"B o a r d meetings-

"other things b e i n g

"equal. They may also 1

"as a Board or indi-

"vidually, whenever

"they deem it advan-

"tangeous to the work,

"make any iraquiry of

"any department of the

"work, or of any em-

"ploye or employes in

"any department or de-

"partmcnts, as to any

"matter of the Society's

"interest, but not to

"interfere with any

"evident prerogative of

"the direct management

"of the work, or to

"give directions in said

"work. Tile Board,

"througCz its Supervis-

"ory Committee, shall

"so far as possible ex-

"ercise direct control in

"all departments and

"branches of the work,

"and direct those who

"shall act and the man-

"ner and time of sew-

"ice of all preaching

"travelers know% as

"Pilgrims.

"(4) The President

"and two of the Direc-

"tors of the Society

"shall constitute the

"Supervisory Commit-

"tee of the Board,who

"shall be appointed by

"the Board of Direc-

"tors, and who shall

"serve three months

"and whose immediate

"duties shall be to see

"that the interests of

"tlze Society's work are

"discharged in a satis-

"factory manner. At

"least one of this Com-

"mittee shall be at the

"Tabernacle, and des-

"ignated Tabernacle

"Supervisor, a~d

' be entered into, nor any purchase involving more than $100

"expenditure, without the permission of the Board of Direct-

"ors by a majority vote. The President, aside from his duties

"as a member of the Supervisory Committee and presiding

"officer of the Board, shall publicly represent the Society as

'authorized by the Board, and his duties shall be limited to

"thls extent.

"(5.) The Supervisory Committee may appoint whomso-

"ever it may choose of

"the IVorking Force,

( "except the Secretary-

"Treasurer, to the va-

"rious departments of

"the office work, sub-

"ject to ratification by

"the Board of Direc-

"tors, only, provided as

''In Section 3, concern-

"ing Board members.

"New office help shall

"not be brought illto

"the Bethel Home, or

',' into the office, nor dis-

"charged from either,

"nor from the employ

"of the Society, with-

"out the consent of the

"duly constituted Board

"of M a n a g e r s-the

"Board of D~rectors.

"(6) Any depart-

"nient or departments

"of the work which

"may seem advisable to

"be established shall be

"presented to the Board

"of Directors for their

"permission and advice.

"In short, everything

"mhich is proper to be

"done by this Society,

"respecting the home

"a n d foreign fields,

"shall be performed in

"a manner best calcu-

"lated to do the most

"good to all concerned,

"and to keep all the

"members of the Board

"of Directors t h o r -

"oughly informed in re-

"spect to every part of

"the work, and reports

"of heads of all depart-

"mental work shall be

"made regularly at each

"regular Board meeting

"and maintain as far as

"possible t h e h i g h

"standard of efficiency

"established by our late

"Pastor and President

-"Brother Russell.

"(7) All monies re-

"ceived by the Watch

"T o w e r Bible and

"terests of the work 'Tract Society shall be

"that the other shall "received in the name

"serve a portion of the "of said Society, and

"time at the Taber- "all such fuilds received

"nacle and the other "nhich are not needed

'"ortion at the Bethel. ""for immediate use in

"This Committee shall work together harmoniously, but "the work, shall be deposited in the name of the Society in

"in the event of any disagreement the matter shall be re- "the Nassau National Eank of' Brooklyn for the present, but

"ferred to the Board of Directors for decision. In the ab- "'may be transferred in whole or in part to such other de-

"ssence of any member of this Supervisory Committee for a "'pository as the Board of Directors map direct.

"brief time, the two remaining members thereof shall ciesig- "(8) All checks made out by the Treasury Department

"nate who of the Board of Directors shall serve instead. No "shall Re signed by at least two members of the Board of

"new feature of the \NO& shall be instituted, no contract shall ""Directors, one of these shall be either the Treasurer or the

"least one at the Bethel,

"and designated Bethel

"Supervisor; it may be

"found to the best in-

Vise-President" Statement Against the

Management in August

The following as quoted was handed to Bro. McGee at the

Boston Convention last August by Bro. A. N. Pierson, Vice-

President of the Society, as a statement of what he and the Di-

rectors should know, and which they did not know, and which

the President and Treasurer, as two members of the Board, were

deliberately withholding from the other five. The statement was

made about nine months after Bro. Pierson's election as a Direc-

tor and shows to what extent Society affairs were withheld from

the Directors. Some information was later given to Bro. Pierson

in regard to these matters. Just how much we are not advised

at this writing.

The statement was handed to Bro. McGee for the purpose of

being used at a conference held in Boston on the last Sunday of

the Convention between Bros. Pierson and Van Amburgh, at

which time Bro. McGee was present at Bro. Pierson's request.

The paper was not used at that time, and the questions not asked,

as the opportunity did not seem to open, but the suggestion was

made to Bro. Pierson on that occasion, by Bro. Van Amburgh,

that Bro. Thompson, of Washington, D. C., who was present at

the Convention, could be sent for to inform Bro. Pierson of the

financial condition of the Society as the books stood when Bro.

Thompson examined them at the time of Bro. Russell's action for

libel against the "Brooklyn Eagle," several years before. It war

then suggested to Bro. Pierson that after being satisfied he could

then resign. Bro. Pierson did not care to adopt the suggestion

to get him off the Board and out of the Vice-Presidency in this

way. The statement follows:

"Suppose some one that has placed money in trust with the

Society should bring suit against the Society and we, as Directors,

were called to give an account. We should be forced to say that

we knew nothing about it. That would be a lame excuse For

Directors.

"WE NEVER HAD A SATISFACTORY REPORT FROM

THE TREASURER SINCE I HAVE BEEN A DIRECTOR. We

do not know how the trust fund stands, nor how the Watch Tower

Bible and Tract Society stands. What are our financial relations

between the Watch Tower B. & T. Society and the Peoples Pulpit

Association? How is the trust fund invested? What are the

securities? What interest do they draw?

"WE WANT THE BOARD RECOGNIZED, AND TO BE PER-

MITTED TO GO ON DOING BUSINESS UNTIL THE END OF

THE YEAR. OR UNTIL SUCH TIME AS WE CAN RESIGN.

WHEN WE. SHALL HAVE NO FURTHER FINANCIAL 0k

OTHER RESPONSIBILITY.

"What is the condition of the Society's funds? Where was

the amount of $100,000 borrowed for the Drama work? To

whom was it returned? What interest was paid on this borrowed

money?

"In event of this matter coming before the courts, these

features, of course, will be made public. Why not instead give us

this information as members of the Board, to whom it is due?

If the court should say, 'What about this fund?' each member

of the Board would necessarily answer that he knew nothing

about it. If the money had been poorly invested, the Directors,

as members of the corporation, would be held responsible.

15, 1917

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