Editor’s Note: The Naval Institute paid to the Foundation under date of April 13, $1,000 as an initial contribution to the Trust Fund.
The organization meeting of the incorporators of the Naval Historical Foundation was held in the Navy Department, Washington, D. C., on Tuesday, March 23 at 2:30 p.m.
The following incorporators were present: Rear Admiral Austin M. Knight, U. S. Navy (retired), Dr. J. Franklin Jameson, Director of Historical Research, Carnegie Institution of Washington, Rear Admiral Elliot Snow, (C.C.) U. S. Navy, Captain Dudley W. Knox, U. S. Navy (retired),
Admiral Knight called the meeting to order.
On motion of Captain Knox, duly seconded, Admiral Knight was elected chairman of the meeting.
On motion of Admiral Snow, duly seconded, Captain Knox was elected secretary of the meeting.
The chairman reported that the certificates of incorporation had been duly executed, acknowledged, and recorded.
On motion of Captain Knox, duly seconded, the secretary was directed to spread upon the minutes a copy of the certificate of incorporation as follows:
Certificate of Incorporation of The Naval Historical Foundation
This is to certify that we whose names are hereunto subscribed, citizens of the United States, a majority of whom are citizens of the District of Columbia, have associated ourselves together, pursuant to provision of Chapter XVIII, Subchapter III of the Code of Law for the District of Columbia, approved March 3, 1901, and Acts of Congress amendatory thereof, under the corporate name of
The Naval Historical Foundation
by which corporate name or title said incorporated society shall be known in law.
The term for which the incorporated society is organized is perpetual.
The particular business and objects of the incorporated society are educational and literary, and, in the interest of American naval history and of the fostering of patriotism, the collection, acquisition, and the preservation either in its own possession or by transfer or gift to the United States Navy Department, libraries, historical societies or other similar institutions, of manuscripts, relics, books, pictures, and all other things and information pertaining to the history and traditions of the United States Navy and merchant marine, and the diffusion of knowledge respecting such history and traditions either by publication or otherwise.
The number of trustees, directors, or managers of the incorporated society shall, for the first year of its existence, be seven in number who shall be known as the Board of Trustees.
Witness our signatures this 13th day of March, A.D. 1926.
Curtis D. Wilbur
Austin M. Knight
Hilary P. Jones
George Richards
J. Franklin Jameson
Elliot Snow
Dudley W. Knox
District of Columbia, ss.
I, Harry W. Smith a notary public in and for the District of Columbia, do hereby certify that Curtis D. Wilbur, J. Franklin Jameson, Austin M. Knight, Hilary P. Jones, Elliot Snow, and Dudley W. Knox, parties to a certain Certificate of Incorporation of The Naval Historical Foundation, bearing date on the 13th day of March, a. d. 1926, to which this is hereto annexed, personally appeared before me in the said District, each being Personally known to me to be the person who executed the said Certificate of Incorporation and each acknowledged respectively that he executed the same as his free act and deed and for the purposes therein named.
Witness my signature and notarial seal, this 13th day of March a. d. 1926.
Harry W. Smith,
(notarial seal) Notary Public
My Commission as Notary Public expires on April 5, a. d. 1927
District of Columbia, ss.
I, Harry W. Smith a notary public in and for the District of Columbia, do hereby certify that George Richards, a party to a certain Certificate of Incorporation of The Naval Historical Foundation, bearing date on the 13th day of March, a. d. 1926, to which this is hereto annexed, personally appeared before me in the said District, being personally known to me to be the person who executed the said Certificate of Incorporation and acknowledged that he executed the same as his free act and deed and for the Purposes therein named.
Witness my signature and notarial seal, this 13th day of March, a.d. 1926.
Harry W. Smith,
(notarial seal) Notary Public
My Commission as Notary Public expires on April 5, a. d., 1927
Office of the Recorder of Deeds, District of Columbia
this is to certify that the foregoing is a true and verified copy of the Certificate of Incorporation of the Naval Historical Foundation, and of the whole of said Certificate of Incorporation, as filed in this office the 16th day of March, a. d., 1926.
in testimony whereof, I have hereunto set my hand and affixed the seal of this office this 17th day of March, a. d., 1926.
Arthur G. Froe,
Recorder of Deeds, D. C.
On motion of Captain Knox, duly seconded, the following by-laws were adopted:
By-Laws
1. The name of the organization shall be “The Naval Historical Foundation.” Its principal office shall be located in Washington in the District of Columbia.
2. The objects of the foundation shall be “educational and literary, and, in the interests of American naval history and of the fostering of patriotism, the collection, acquisition, and the preservation either in its own possession or by transfer or gift to the United States Navy Department, libraries, historical societies or other similar institutions, of manuscripts, relics, books, pictures, and all other things and information pertaining to the history and traditions of the United States Navy and merchant marine, and the diffusion of knowledge respecting such history and traditions either by publication or otherwise.”
3. The members of the foundation shall be
a) The Incorporators
b) Members of the Board of Trustees
c) During the continuance of their respective offices
(1) The secretary of the Navy
(2) The assistant secretary of the Navy
(3) The president of the U. S. Naval Institute and the members of its Board of Control.
(4) The naval officer in charge of the Office of Naval Records and Library of the Navy Department, and other naval officers attached to said office.
(5) The superintendent of the U. S. Naval Academy, the members of its Academic Board, the librarian, and the curator.
(6) The president of the following societies, each of whom shall be requested to nominate for membership in this foundation some other member of the respective society, known to be interested in naval history
The Naval History Society
The National Society of the Sons of the Revolution
The National Society of the Sons of the American Revolution
The National Society of the Daughters of the American Revolution
The General Society of the Daughters of the Revolution
The U. S. National Society of the Daughters of 1812
The Society of Sponsors of the U. S. Navy
d) Any other person elected by the Board of Trustees or by the foundation.
4. There shall be an annual meeting of the members called by the Board of Trustees. Special meetings of members may be called by the Board of Trustees on three weeks’ notice and shall be called on the written request of twenty-five members. All meetings shall be held in Washington, D.C., except when the Board of Trustees specifically designates another place of meeting. Fifteen members shall form a quorum.
5. The Board of Trustees shall have the powers provided by the laws of the District of Columbia, and may make rules not inconsistent with said laws and with these by-laws. After the first year of incorporation, the Board shall have the power to increase the number of its members to not exceeding eleven. The incorporators of the foundation at the organization meeting, shall elect the first Board of Trustees to consist of seven members, four to serve for a term of three years, and three to serve for a term of four years. At the expiration of these terms of service, respectively, the term for which their successors respectively and any additional members shall be elected, shall be for three years. Any vacancy on the Board of Trustees may be filled by the Board until the next annual meeting of the members, at which meeting a trustee shall be elected by the members for the unexpired term.
6. The Board of Trustees may appoint an executive committee from among its members for such term as it may deem proper, not exceeding two years, and (except in cases which it is provided by these by-laws that the vote of the Board of Trustees must be unanimous) may delegate to it such powers as the Board may deem proper and as may be in accord with the laws of the District of Columbia.
7. The officers of the foundation shall be a president, a vice president, a secretary, and a treasurer, each having the powers and duties usually incident to his office. They shall be elected by the Board of Trustees from among its members and shall hold office for three years or until their successors are elected. The Board may elect other officers and prescribe their duties, and may combine the offices of secretary and treasurer in the same person.
8. No officer of the foundation or member of the Board of Trustees shall while remaining in office receive any compensation from the foundation.
9. The treasurer shall transfer capital fund donations and other capital funds to a trust company, selected by the Board of Trustees, as credits to a “Trust Fund,” under a contract approved by said Board. Except by a written approval of three-fourths of the members of said Board, the capital of said Trust Fund shall not be expended.
10. The Board of Trustees may adopt a form of seal for the foundation.
11. These by-laws may be amended by the affirmative vote of a majority of members voting on the question at a members’ meeting.
The incorporators then proceeded in accordance with the by-laws to the election of a Board of Trustees, with the following result:
Trustees for a term of four years
Rear Admiral Austin M. Knight, U. S. Navy (retired)
Dr. Charles Oscar Paullin, Ph.D.
Brigadier General George Richards, U. S. Marine Corps
Trustees for a term of three years
Rear Admiral William L. Rodgers, U. S. Navy (retired).
Dr. J. Franklin Jameson, Ph.D., L.L.D., Litt.D.
Rear Admiral Elliot Snow (C.C.), U. S. Navy.
Captain Dudley W. Knox, U. S. Navy (retired).
At 3:45 p.m. the meeting adjourned.
Dudley W. Knox, Secretary.
The Naval Institute has been informed by the secretary of the Naval Historical Foundation that the Board of Trustees, at a meeting on March 30, 1926, elected the following officers of the Foundation:
President, Rear Admiral Austin M. Knight, U. S. Navy (retired). Vice-President, Dr. J. Franklin Jameson.
Secretary, Captain Dudley W. Knox, U. S. Navy (retired). Treasurer, Dr. Charles O. Paullin.
The executive committee of the Board was appointed, and consists of:
Rear Admiral Austin M. Knight, U. S. Navy (retired).
Rear Admiral W. L. Rodgers, U. S. Navy (retired).
Brigadier General George Richards, U. S. Marine Corps.
The address of the foundation for the present is in care of the Office of Naval Records and Library, Navy Department, Washington, D. C.
The legal incorporation and organization of the Naval Historical Foundation is now complete. Anyone wishing to make contributions, either of money or of manuscript, books, pictures, relics, etc., possessing naval historical value, is at liberty to do so, and should address them to the “President, Naval Historical Foundation, Room 2728, Navy Department, Washington, D. C.”
Due acknowledgments will be made and permanent records kept of all donations. Funds so received will be placed in trust. Historical material will be placed in such suitable public archives, libraries, or museums, as the Board of Trustees may select.