PSOHistory - Incorporation Papers

PSO Original Incorporation documents - 1932

The original Articles of Incorporation for the Portland Symphony Orchestra, dated April 25, 1932, can be viewed here:

The text of the Articles is transcribed below:

STATE OF MAINE

To William S. Linnell, a Justice of the Peace in and for the County of Cumberland, the undersigned, Benjamin E. Haskell, Percy D. Mitchell, Henry C. Cook, Clinton W. Graffam, Harold M. Lawrence, Robert R. Lane, and Herbert G. Jones, each of Portland in the County of Cumberland and State of Maine, desiring to be incorporated as a corporation under Chapter 70 of the Revised Statutes of the State of Maine for 1930 and all acts amendatory thereof and in addition thereto, for literary, musical, educational and social purposes under the name of Portland Symphony Orchestra, make this their application to you for the purpose of such incorporation, and request you to issue your warrant directed to one of them, requiring him to call a meeting of said applicants for said purpose to be held at such time and place as you may appoint in accordance with the statutes in such case made and provided.

Portland, Maine,
April 25, 1932.

[Benjamin E. Haskell]
[Percy D Mitchell]
[Henry C. Cook]
[Clinton W. Graffam]
[Harold M. Laurence]
[Robert R. Lane]
[Herbert G Jones]

STATE OF MAINE

To William S. Linnell, a Justice of the Peace in and for the County of Cumberland, the undersigned, Benjamin E. Haskell, Percy D. Mitchell, Henry C. Cook, Clinton W. Graffam, Harold M. Lawrence, Robert R. Lane, and Herbert G. Jones, each of Portland in the County of Cumberland and State of Maine, desiring to be incorporated as a corporation under Chapter 70 of the Revised Statutes of the state of Maine for 1930 and all acts amendatory t hereof and in addition thereto, for literary, musical, educational and social purposes under the name of the Portland Symphony Orchestra, make this their application to you for the purpose of such incorporation, and request you to issue your warrant directed to one of them, requiring him to call a meeting of said applicants for said purpose to be held at such time and place as you may appoint in accordance with the statutes in such case made and provided.

Portland, Maine,
April 25, 1932.

[Benjamin E. Haskell]
[Percy D Mitchell]
[Henry C. Cook]
[Clinton W. Graffam]
[Harold M. Laurence]
[Robert R. Lane]
[Herbert G Jones]

STATE OF MAINE,
COUNTY OF CUMBERLAND, SS.

To Benjamin E. Haskell of Portland in said County:

Pursuant to the foregoing application you are hereby required and directed in the name of the State of Maine, to call a meeting of the applicants therein named to be held at the Office of Bradley, Linnell, Jones, Nulty & Brown, 192 Middle Street, at Portland in said County, on the twenty-sixth day of April, 1932, at eleven-fifteen o’clock in the fore-noon, Eastern Standard Time, which time and place I appoint for the purpose named in said application made a part of this warrant which you will read in the presence and hearing of, or leave a certified copy of it at the place of last and usual abode of, each of said applicants, at least fourteen days before the date of meeting.

Here of, fail not and make due return of your doings thereon.

Given under my hand and seal at Portland, in said County, this twenty-fifth day of April, 1932

[William S. Linnell]
Justice of the Peace.

STATE OF MAINE

We, the undersigned, being all the signers of the application to William S. Linnell, Justice of the Peace, for the issue of his warrant for the calling of a meeting for the purpose of incorporating ourselves into a literary, musical, educational and social corporation under the Provisions of Chapter 70 of the Revised Statutes of the State of Maine of 1930 and all acts amendatory thereof and in addition thereto, upon which application said warrant has issued, hereby waive the notice of such meeting required under Section 2 of said Chapter and fix Tuesday, the twenty-sixth [26] day of April, 1932, at eleven-fifteen o’clock in the forenoon, Eastern Standard Time, at the Office of Bradley, Linnell, Jones, Nulty & Brown, 192 Middle Street, Portland, Maine, the same time and place named in the said warrant of the said Justice of the Peace, as the time and place of such meeting.

Portland, Maine,
April 25, 1932.

[Benjamin E. Haskell]
[Percy D Mitchell]
[Henry C. Cook]
[Clinton W. Graffam]
[Harold M. Laurence]
[Robert R. Lane]
[Herbert G Jones]

RECORD OF FIRST MEETING

A meeting of the signers of the application to William S. Linnell, Justice of the Peace, for the issue of a warrant for the calling of a meeting for the formation of a corporation under Chapter 70 of the Revised Statutes of Maine of 1930 and all acts amendatory thereof and in addition thereto, said application being dated the twenty-fifth day of April, 1932, a copy of which application and the warrant issued by said Justice of the Peace and the Waiver of Notice thereof are hereinbefore recorded as and for a part of the records of this meeting was called to order at the Office of Bradley, Linnell, Jones, Nulty & Brown, 192 Middle Street, in Portland, in the County of Cumberland and the State of Maine, on Tuesday, the twenty-sixth day of April, 1932, at eleven-fifteen o’clock in the forenoon, Eastern Standard Time.

There were present in person the following:

Benjamin E. Haskell
Percy D. Mitchell
Henry C. Cook
Clinton W. Graffam
Harold M. Lawrence
Robert R. Lane
Herbert G. Jones

The total number of the signers of said application present was seven, being all of such signers.

The meeting was called to order by Benjamin E. Haskell, one of the signers of said application and on motion, duly seconded, the said Benjamin E. Haskell was chosen Chairman of the Meeting.

On motion, duly seconded, William S. Linnell was chosen Clerk of the Meeting.

The Clerk was then sworn according to the following original jurat:

State of Maine,
Cumberland, SS. April 26, 1932.

Personally appeared the above named William S. Linnell, and being duly sworn made oath that he would faithfully perform the duties of Clerk of this meeting.

Before me,
[Elliot P. Perkins]
Justice of the Peace.

The Clerk then presented a copy of the original application for issue of warrant, the original warrant issued by William S. Linnell, Justice of the Peace, and original Waiver of Notice, and the same were read, ordered placed on file and to be spread upon these records, which is accordingly done as hereinbefore appears.

On motion, duly seconded, it was
VOTED: To organize a corporation in accordance with said application and warrant under Sections, 1, 2 and 3 of Chapter 70 of the Revised Statutes of the State of Maine of 1930 for literary, musical, educational and social purposes.

On motion, duly seconded, it was
VOTED: That the name of such corporation be

PORTLAND SYMPHONY ORCHESTRA

On motion, duly seconded, it was
VOTED: That the purposes of the corporation shall be to advance and encourage the appreciation and study of music and musical literature, to demonstrate to and educate the members of the corporation and citizens generally in, the advantages and value of good

music in the community; to give public concerts; to engage in and encourage association of the members of the corporation and citizens of the community for social purposes through the common enjoyment, performance and study of music, and to otherwise fulfill the purpose usually devolving upon and fulfilled by such an orchestral body conducted without monetary profit to its members.

On motion, duly seconded, it was
VOTED: To elect to membership in the corporation

Emil E. Hybert
Stella F. Brewster
Priscilla M. Pennell
Arthur F. Stevens
Bernard L. Greely

On motion, duly seconded, it was
VOTED: To proceed to the election of a President, and on ballot being had, Benjamin E. Haskell received seven votes, and was declared duly elected President.

On motion, duly seconded, it was
VOTED: To proceed to the election of a First Vice-President, and on ballot being had, Henry C. Cook received seven votes, and was declared duly elected First Vice-President.

On motion, duly seconded, it was
VOTED: To proceed to the election of a Second Vice-President, and on ballot being had, Stella F. Brewster received seven votes, and was declared duly elected Second Vice-President.

On motion, duly seconded, it was
VOTED: To proceed to the election of Clerk, and on ballot being had, Priscilla M Pennell received seven votes, and was declared duly elected Clerk.

On motion, duly seconded, it was
VOTED: To proceed to the election of Secretary - Manager, and on ballot being had, Clinton W. Graffam received seven votes, and was declared duly elected Secretary - Manager.

On motion, duly seconded, it was
VOTED: To proceed to the election of Treasurer, and on ballot being had, Robert R. Lane received seven votes, and was declared duly elected Treasurer.

On motion, duly seconded, it was
VOTED: To adopt the following by-laws:

BY-LAWS

Article I.

NAME.

The name of this corporation shall be the PORTLAND SYMPHONY ORCHESTRA.

Article II.

PURPOSES

The objects and purposes of this corporation shall be to advance and encourage the appreciation and study of music and musical literature, to demonstrate to, and educate the members of the corporation and citizens generally in, the advantages and value of good music in the community; to give public concerts; to engage in and encourage association of the members of the corporation and citizens of the community for social purposes through the common enjoyment, performance and study of music, and to otherwise fulfill the

purpose usually devolving upon and fulfilled by such an orchestral body conducted without monetary profit to its members.

Article III.

OFFICERS AND COMMITTEES.

The elective officers of the organization shall be a President, two Vice-Presidents, Clerk, Secretary-Manager, and Treasurer, and a Board of Directors consisting of the persons elected to the foregoing offices and six additional members. All officers shall be elected by a majority vote of the playing members of the organization.

Section 1. Each of the above officers, except the additional members of the Board, shall hold office for the term of one year or until their successor or successors shall be elected and qualified, provided however, that by a majority vote at any meeting of the organization, called for that purpose, they may declare any office vacant and elect his successor.

Section 2. Of the additional members of the Board of Directors, two shall be elected for the term of three years, two for the term of two years, and two for the term of one year. After the first year, the members elected as additional members of the Board of Directors, shall be elected for a period of three years.

Section 3. Membership Committee shall consist of three members, one of whom shall be the concert master and the other two shall be appointed by the Board of Directors, from the Board.

Section 3a. The Social Committee shall consist of three members appointed by the Board of Directors, the Chairman of which shall be the Second Vice-President.

Section 3b. The Advertising and Publicity Committee shall consist of two members appointed by the Board of Directors.

Section 3c. A Nominating Committee of three playing members shall be appointed by the President four weeks in advance of the Annual Meeting. Two additional members may be nominated from the floor if so desired.

Article IV

DUTIES OF OFFICERS AND COMMITTEES

Section 1. The President shall preside at all meetings of the organization, other than rehearsals, and of the Board of Directors. He shall be charged with the general oversight, care and management of the activities of the organization in all its departments, and of the officers, committees, and servants of the organization in the discharge of their duties which are not otherwise specifically prescribed in the By-Laws or by the Board of Directors. The President shall have the power and authority to call a meeting of the corporation or Board of Directors at any time he deems it advisable. He shall perform all other duties incident to his office prescribed by these By-Laws.

Section 2. In the event of the President being absent or unable to perform the duties of his office, the Vice-Presidents in their order shall have all the powers of the President while such absence or disability to act continues.

Section 3. The duty of the Treasurer shall be to safely keep all moneys of the corporation and deposit and disburse same under the general direction of the Board of Directors, to collect all money due and payable to the corporation from any source whatever, and

give receipts therefor. He shall, if required by the Board of Directors, give bond for the faithful discharge of his duties in such amount and with such sureties as may be required. He shall keep all accounts of the organization in books provided for that purpose and shall keep such other papers and books of the organization as may be entrusted to him, and shall discharge such other duties as may be incident to his office or prescribed by the Board of Directors.

Section 4. It shall be the duty of the Clerk to keep a record of all meetings of the organization and of the Board of Directors, including attendance at the rehearsals and concerts, informing the Board of Directors of the violation of the absence rule as set forth in these By-Laws. He shall attend to such correspondence as would in the ordinary course of events fall within the province of duties of a clerk or secretary.

It shall be the duties of the Secretary-Manager to attend to such correspondence as would not fall within t he province of the Clerk and to generally oversee and manage the details of all concerts.

Section 5. The Board of Directors, subject to express vote of the organization, shall have the management and entire control of all the property and business affairs of the organization and:

First: To call meetings of the organization when they deem it necessary and give notice thereof as required by these By-Laws.

Second: To appoint and remove at their pleasure such general or special committees and such other officers, employees and agents

of the organization as they from time to time deem advisable, not inconsistent with these By-Laws.

Third: To prescribe the duties and limit the authority of all committees, employees and agents they may appoint, not contrary to the express provisions of these By- Laws, and to make rules and regulations not inconsistent with these By-Laws for the management and business affairs of the organization.

Fourth: To audit or cause to be audited all accounts and fix the compensation, if any is deemed advisable, of all employees and agents employed by said Board of Directors.

Fifth: To temporarily fill all vacancies in any office to serve purpose.

Sixth: All powers of the organization, such as are not otherwise provided for in these By-La s are hereby conferred upon the Board of Directors, and the above enumerated powers specifically mentioned shall not in any way be considered as limiting the general power in this item contained, other than as such power may be specifically delegated to other officers, but the Board of Directors may not revoke or annul an express vote of the organization or change the By-Laws.

Seventh: The Nominating Committee shall prepare a slate of officers for the ensuing year and shall present it to the Board of Directors two weeks before the Annual Meeting. The Nominating Committee shall prepare and count ballots.

Eighth: The duties of the Membership Committee shall be to seek new talent keeping a record of any available prospective members. They shall conduct such examination of prospective members as and when they deem advisable, including in their discretion a period of playing test with the orchestra, subject to approval of the Conductor.

Section 6. All checks shall be signed by the Treasurer, except that in the absence or disability of the Treasurer, the President may sign. All notes shall be signed by the President and Treasurer. No notes shall be given except upon the express authority of the Board of Directors, except that the Directors may authorize the borrowing of money and the giving of notes therefor by the officers by determining, in giving such authority, the limit of the aggregate amount which can be so borrowed without additional specific authority

Article V.

ORGANIZATION

Section 1. The organization shall be divided into three classes: namely, honorary, playing, and sustaining members.

Section 2. The playing members shall consist of and include all persons selected by the Membership Committee to participate in the Orchestra as musical performers and who shall sign the By-Laws of the corporation, and their names may be listed in the personnel of the Orchestra as a performing body and they shall be subject to all rules and orders of the organization or the Board of Directors as affecting the Orchestra. Such members may, in the discretion of the Board of Directors, be suspended or dropped entirely as may be deemed wise

for the best interests of the organization. In case a member is dropped, his name shall be struck from the Membership Roll. Any playing member, who, without excuse satisfactory to the Board of Directors, fails to attend two consecutive rehearsals or participate in the public concert conducted or given by the orchestra to which he or she may be assigned, may be dropped from membership by the Board of Directors.

Section 3. The sustaining members shall consist of such persons as desire to lend their efforts and influence in the interest of the orchestra and who shall have been admitted by majority vote of the Board of Directors. Sustaining membership shall be terminated upon such terms and conditions as shall be prescribed by a majority vote of the Board of Directors.

Section 4. Honorary membership shall be a recognition of exceptional services rendered the orchestra and election to such honorary membership shall be by a majority vote of the Board of Directors.

Section 5. All members, honorary, playing, and sustaining, shall comprise the organization known as the PORTLAND SYMPHONY ORCHESTRA, but only the playing members are entitled to notice and vote at any meeting of the organization.

Article VI

MEETINGS

The regular annual meeting of the organization shall be held during the month of May of each year at such time and place as the President may designate.

Special Meetings of the organization may be held upon the call of the President or Board of Directors at such time and place

as he or they may designate.

Special Meetings shall also be held upon petition of five or more members addressed to either the President or Clerk, who shall thereupon immediately issue a notice of a special meeting for the purpose enumerated in such application.

Notice of all meetings of the organization shall be given by mailing a notice of same to each playing member at least three days before the time of such meeting.

Article VII

QUORUM

For the election of officers a majority, at least, of the whole body of playing members shall be necessary to constitute a quorum. At all other meetings twenty-five per cent of the playing members shall be necessary to constitute a quorum. For all committees a quorum shall consist of a majority of the members of the committee.

Article VIII

ENDOWMENT FUND

The organization may lease, take or otherwise acquire property, money, stocks, bonds or other securities or property by gift, bequest, purchase or otherwise, to be held in trust for the benefit of said corporation in the manner herein specified, which shall constitute a fund to be known as the "Endowment Fund" of the Portland Symphony Orchestra and the management of said property constituting said fund shall be held by trustees as hereinafter provided, and

shall be held and expended only by express vote of the corporation, and such sum, together with all accumulations, may be invested or expended from time to time to carry out the purposes of the organization.

A special committee of the members, known as the Trustees of the Endowment Fund, shall be elected by the Board of Directors as soon as may be after the annual meeting of the organization.

Said Trustees shall hold office for the term of three years, except that at first election one member shall be elected for three years, one for two years and one for one year or until others are chosen and qualified in their stead and thereafter one Trustee shall be elected annually for the term of three years. Any vacancies in the Trustees of the Endowment Fund may be filled at any annual or special meeting of the Board of Directors. Such Trustees may be required to give bond to the organization with such sureties and in such sum as the Board of Directors may require.

Article IX

CONDUCTOR

The conductor shall be engaged by a majority vote of the Board of Directors on such terms as may be mutually agreed upon by the Board of Directors and Conductor.

He shall have entire charge of the musical program of the organization. He shall select the music to be played. He shall determine, in conjunction with the manager, the concert dates, subject to the approval of the Board of Directors.

The Conductor may be ex-officio a member of all committees.

Article X.

SEAL

The corporate seal of the organization shall be circular bearing the words "PORTLAND SYMPHONY ORCHESTRA, MAINE," and the year of organization.

Article XI.

AMENDMENTS

These By-Laws may be altered or amended at any meeting of the organization by a vote of two-thirds of the members present and voting, provided that said proposed amendment was presented at a meeting held not less than seven days prior to the date thereof and provided further that notice of such intended changes be given in the notice of said meeting.

On motion, duly seconded, it was
VOTED: To proceed, in accordance with the By-Laws, to the election of a Board of Directors of twelve members, whereupon Benjamin E. Haskell, President, Henry C Cook, First Vice-President, Stella F. Brewster, Second Vice-President, Priscilla M. Pennell, Clerk, Clinton W. Graffam, Secretary-Manager, and Robert R. Lane, Treasurer, were elected upon ballot to serve for the term of one year, and Arthur F. Stevens and Bernard L. Greely were elected members of said Board to serve for the term of three years, Emil E. Hybert and Harold M. Lawrence were elected to serve for the term of two years, and Percy D. Mitchell and Herbert G. Jones for the term of one year, by ballot.

On motion, duly seconded, it was
VOTED: That the President, Treasurer and Directors prepare a cer-

tificate setting forth the name and purposes of the corporation and other particulars as required by Section 4 of said Chapter 70 of the Revised Statutes of Maine of 1930.

On motion, duly seconded, it was
VOTED: That the Clerk cause said certificate to be examined, approved, recorded and filed as required by said Section 4 and that he, upon receiving said certificate from the Secretary of State, file said certificate and record the same at length in the records of the corporation.

On motion, duly seconded, it was
VOTED: To adjourn.

Adjourned.

A true record.

ATTEST:

[William S. Linnell]
Clerk of First Meeting.

State of Maine,
Cumberland, SS. October 11, 1932.

Personally appeared the above named Priscilla M. Pennell and being duly sworn made oath t hat she would faithfully perform the duties of Clerk of The Portland Symphony Orchestra.

Before me,

[Porter Thompson]
Justice of the Peace