Founding Documents and Resolutions
Articles of Association
Notes: Under an act of the Legislature of Michigan approved February 9, 1855, the Trustees on March 22, 1855, adopted the original Articles and the organization was perfected May 17, 1855, by filing the Articles with the Secretary of State.
The Supreme Court of Michigan having in due time rendered a decision that the life of certain corporations was limited to thirty years, and the Legislature having passed an act enabling colleges and other corporations to reincorporate, the Trustees of Hillsdale College, on June 26, 1891, adopted Articles of Reincorporation almost identical with those of 1855 (as meanwhile amended), and the reincorporation was perfected by filing them with the Secretary of State on July 26, 1892. Those Articles of Reincorporation, as amended to January 1, 1920, are given below.
By action of the Trustees on November 11, 1911, the College was brought under an act of the Legislature entitled “An Act to provide for the incorporation of colleges,” being Act No. 231 of Public Acts of 1911.
On April 13, 1943, the corporate existence of Hillsdale College was extended to July 17, 1952, under Act No. 95 of Public Acts of 1943.
On June 3, 1952, the corporate existence of Hillsdale College was extended to July 17, 1982, under Section 62, Act 327, Public Acts, as amended.
On October 20, 1981, Hillsdale College was granted a perpetual corporate term of existence under Section 62, Act 327, Public Acts of 1931, as amended, and Section 815, Act 284, Public Acts of 1972, as amended.
WHEREAS the denomination of Christians, known as Free-Will-Baptists, with other friends of education, grateful to God for the inestimable blessings resulting from the prevalence of civil and religious liberty and intelligent piety in the land, and believing that the diffusion of sound learning is essential to the perpetuity of these blessings, having founded and endowed a college at Hillsdale, Hillsdale County, State of Michigan, known and designated by the corporate name of Hillsdale College, which was on the 17th day of May, A.D. 1855, incorporated under the provisions of an Act of the Legislature of said State entitled, “An Act to provide for the incorporation of institutions of learning,” approved February 9th, A.D. 1855:
AND WHEREAS the said College has used and exercised the rights, immunities, privileges and franchises granted and conferred by the said statute continually from the date of said incorporation to the present time:
AND WHEREAS the undersigned are desirous of refounding, reestablishing and continuing the said College and to that end have in good faith obtained subscriptions and donations to the amount of over fifty thousand dollars, more than fifty per cent of which has actually been paid in and have elected (names of the 35 Trustees omitted in copying) Trustees:
AND WHEREAS at a special meeting of the Board of Trustees of said College held at Hillsdale, Michigan, on the 26th day of June, A.D. 1891, the said Board of Trustees determined to continue the corporate existence of said College under the statute and directed the several Trustees of said College, heretofore elected and now acting, to make sign and execute duplicate Articles of Association for the reorganization and reincorporation of said College and to do all things requisite to retain the said corporate rights, immunities, franchises and property and to continue the corporate existence and work of said College:
NOW THEREFORE, pursuant to the said direction of the Board of Trustees of Hillsdale College, and by virtue of the provisions of Act of the Legislature of said State, entitled, “An Act to provide for the reorganization of corporations or associations for religious, charitable, benevolent or educational purposes, the corporate term if existence of which has heretofore expired or may hereafter expire by limitation, and to fix the duties and liabilities of such renewed corporation or association,” approved May 23rd, A.D. 1889, we, the undersigned Trustees, do hereby associate ourselves together and hereby agree to and adopt the foregoing preamble and the following constitution as the Articles of Association for the purpose of reorganization or reincorporation of Hillsdale College under the provisions of an Act of the Legislature of said Legislature of said State entitles, “An act to provide for the incorporation of institutions of learning”, approved February 9th, A.D. 1855, as now amended.
The corporate name of this institution shall be Hillsdale College.
The said College shall be continued as heretofore located in Hillsdale, Hillsdale County, in the State of Michigan.
The amount of the capital stock heretofore subscribed, bequeathed, donated and given to said College and now held by it is three hundred and seventeen thousand and three hundred thirty-two and 57/100 dollars, and the amount of such capital stock actually paid is two hundred and eighty-five thousand eight hundred ninety-nine and 96/100 dollars.
The object of this institution is and shall be to furnish to all persons who wish, irrespective of nationality, color, or sex, a literary, scientific or theological education as comprehensive and thorough as is usually pursued in other colleges or theological schools in this country, and to combine with this, such moral, social and artistic instruction and culture as will best develop the minds and improve the hearts of the students. The Trustees may from time to time organize additional departments for other branches of education.
The College shall always be under the management and control of thirty-five Trustees who shall be a body corporate and politic, according to the statute aforesaid, elected for the term of five years in such manner that the term of office of seven of the number shall expire annually, but they shall continue in office until their successors shall be elected.
(As amended June 18, 1907)
Religious culture in particular shall be conserved by the College, and by the selection of instructors and other practicable expedients, it shall be a conspicuous aim to teach by precept and example the essentials of the Christian faith and religion.
Those several persons who have been duly elected and are now acting as Trustees of said College shall serve out their unexpired terms of office under the new organization, and they are hereby constituted the first Board of Trustees thereof and they and their successors in office shall be the Trustees of Hillsdale College. The names, residences and terms of office of said persons herein constituted the first Board of Trustees under the reorganization of said institution are as follows, to wit:
All vacancies in the Board of Trustees shall be filled by vote of the majority of the Trustees present and voting, by ballot, at any regular meeting.
The Trustees shall meet annually at Hillsdale, Michigan, on the Monday preceding the annual Commencement of the College, but special meetings of the Board shall be called by the Chairman at the same place upon the written request of twelve members of the Board, by giving each Trustee a written notice at least twenty days before such meeting shall be stated, and at any special meeting thirteen members of the Board shall constitute a quorum for the transaction of such business as was specified in the notice of the meeting.
(As Amended June 18, 1907)
These Articles of Association may be amended, at any annual meeting, by a vote of a majority of the Trustees, on the petition of ten members of the Board, written notice of such amendment having been given to each member at least three months previous to such annual meeting.
The president, officers and faculty of Hillsdale College now in office shall continue to hold their several positions and offices during the terms for which they were respectively elected, and the seal of said College now in use and the by-laws now in force are hereby adopted and shall be continued in use and in force until changed by proper authority.
All the rights, privileges, immunities, franchises and property of every kind, now held, possessed or owned by Hillsdale College, shall, by the execution and filing of this instrument, be transferred and assigned to and be forever vested in Hillsdale College as reorganized and reincorporated by these presents, pursuant to the statutes of this state.
IN WITNESS WHEREOF and for the purpose of organizing ourselves into a body corporate we have severally subscribed the forgoing Articles of Association this 26th day of June, A.D. 1891. (Names of 35 subscribing Trustees omitted in copying.)