AND BY-LAWS OP THE W HOSPITAL IN NEW YORK," 5618, corresponding with'thejyear 1857. C. A. Alvord, Printer, 15 VandiTwater Street. ACT OF INCORPORATION AND AMENDED ACT. We, Sampson Simson, Samuel M. Isaacs, John I. Hart, Benjamin Nathan, John M. Davies, Henry- Hendricks, Theodore I. Seixas, Isaac Phillips, and John D. Phillips, citizens of the United States of America, and of the State of New York, and resi- dents of the City of New York, County of New York, and State aforesaid, being each over twenty- one years of age, and desirous of associating ourselves (with such persons as may hereafter be admitted as members,) for benevolent, charitable, and scientific purposes, in conformity with, and under the provisions of an act of the State of New York, entitled, b An Act for the incorporation of benevolent, charitable, scientific, and missionary Societies," passed April 12th, 1848, Certify that we have associated, and here- by do associate ourselves into a benevolent, charitable and scientific society, to be known and distinguished in law, or otherwise, by the name of " The Jews' Hospital in New York," that the particular business, purpose, and object of such Association, and society, will be medical and surgical aid to persons of the Jewish persuasion : and for all other purposes apper- taining to Hospitals and dispensaries, that the said 4 society will be under the management and control of nine Directors ; that Sampson Simson, John I. Hart, Benjamin Nathan, Henry Hendricks, Samuel M. Isaacs, John M. Davies, Theodore I. Seixas, Isaac Phillips, and John D. Phillips, shall be the Directors of such Society for the first year of its existence; and that the said Sampson Simson shall be the Pres- ident, the said John I. Hart Vice-President, the said Benjamin Nathan Secretary, and the said Henry Hen- dricks Treasurer of the said Society for the first year: and that the place of business of the said Society will be in the City, County, and State of New York. In Witness whereof, We have hereunto s^t our hands and seals, the thirteenth day of Tebet, Five Thousand Six Hundred and Twelve, corresponding with the fifth day of January, One Thousand Eight Hundred and Fifty-two. Samp'n Simson, [l. s ] Samuel M. Isaacs, [l. s.] John I. Hart, [l. s.] Benj'n Nathan, [l. s.] John M. Davies, [l. s.] Henry Hendricks, [l. s.] Theo. I. Seixas, [l. s.] Isaac Phillips, [l. s.] J. D. Phillips, [l. s.] State of New York, City and. County of New York, 55; On the fifth day of January, a.d. 1852, before me, personally appeared Sampson Simson, Samuel M. Isaacs, John I. Hart, Benjamin Nathan, John M. Davies, Henry Hendricks, Theodore I. Seixas, Isaac Phillips, and John D. Phillips, all known to me to be the individuals described in, and who executed, the above certificate of Association, and severally ac- 5 knowledged to me, that they executed the same, for the uses and purposes therein mentioned. D. Phoenix Riker, Commissioner of Deeds. SUPREME COURT, County of New York. In the matter of the application of Sampson Simson and others, to be associated into a benevolent, chari- table, and scientific society, to be called " The Jews' Hospital in New York.'' I, William Mitchell, one of the Justices of the Supreme Court of the State of New York, elected for, and residing in, the First Judicial District of the said State, do hereby certify, that I approve of the above certificate of Sampson Simson and others, for the incorporation of "The Jews' Hospital in New York," and consent that the same be filed in the office of the Secretary of the State of New York, and also in the office of the Clerk of the City and County of New York Dated, New York, January 15th, 1852. Wm. Mitchell. Examined, (endorsed,) Filed, 15th January, 1852. State of New York, Secretary's Office. I have compared the preceding with an original certificate of Association, filed this day, in this office, together with the original affidavits, and certificate annexed thereto, and do certify that the same are cor- rect transcripts therefrom, and of the whole of said originals. 6 Given under my hand and seal of office, at the City of Albany, the sixteenth day of [seal.] January, in the year of our Lord one thousand eight hundred and fifty-two. Henry S. Randall, Secretary of State. State of New York, ) City and County of New York, J ss: I, George W. Riblet, Clerk of the City and County of New York, Do Hereby Certify that I have com- pared the preceding copy of a certificate of Associa- tion with the original thereof, which is on file in my office, and that the same is a correct transcript there- from, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed my official seal, [seal.] this 26th day of January, a.d. 1852. Geo. W. Riblet, Clerk. An Act to Amend the Constitution of the Jews' Hospital in New York. Passed April 16th, 1857. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Sec. 1. The business of the "Jews' Hospital in New York" shall be managed by twelve directors, and the said directors shall be so classified that, one- fourth part of the whole number thereof shall be an- nually elected by the members of the Society. Sec. 2. Alterations, amendments, or additions to the Constitution of said Hospital shall only be offered at an annual meeting of its members, and shall be considered at the next succeeding annual meeting, or 7 at a special meeting, called for that purpose. The proposed alterations, amendments, or additions, shall be printed on the notice of meeting, and served on each member, and if a majority of the members of said Society agree thereto, in person or by proxy, the same shall be adopted. Sec. 3. Alterations, amendments, or additions to the Constitution may also be made by the assent of two-thirds of the members present at an annual or special meeting, in case where the directors of the Hospital have sanctioned such alterations, amend- ments, or additions, at a stated meeting of said di- rectors, and have submitted the same, on printed notices, as before provided, for the consideration of the members at an- annual meeting, or at a meeting specially called for the purpose. Sec. 4. The quorum of said Society shall hereafter consist of Seventy-five members. Sec. 5. This Act shall take effect immediately. State of New York, Secretary's Office, I have compared the preceding with the original law, on file in this office, and do hereby certify, that the same is a correct transcript therefrom, and of the whole of said original law. Given under my hand and seal of office, at the City of Albany, this twenty-eighth [seal.] day of April, in the year one thousand eight hundred and fifty-seven. N. P. Stanton, Deputy Secretary of State. f r i a m b U. For the purpose of affording surgical and medical aid, comfort, and protection, in sickness, to deserving and needy Israelites, and for all other purposes apper- taining to Hospitals and Dispensaries, a benevolent, charitable, and scientific society, to be known by the name of "THE JEWS' HOSPITAL IN NEW YORK," has been formed and organised February 25th, 1852 (Adar 5612), and incorporated in accordance with the Act of the Legislature of the State of New York, of April 12th, 1848. OFFICERS AND DIRECTORS-FOR THE YEAR 1857. Benjamin Nathan, President. John D. Phillips, Vice-President. Henry Hendricks, Treasurer. Samuel A. Lewis, Secretary. DIRECTOES. Joseph Fatman, Lewis May, N. K. Rosenfeld, Emanuel B. Hart, Joseph Seligman, L. M. Morrison, L. Hollander, W. Heller. Uji - J's tos. ARTICLE I. MEMBERSHIP. Any person, on the payment of Five Dollars, which will include Dues to December 31st, next ensuing, may become a member of " The Jews' Hospital in New Vork," provided the Board of Directors, at their first meeting after the payment of such subscription, ratify his membership. ARTICLE II. DUES OF MEMBERS. The annual Dues of members shall be Five Dol- lars, payable on the first day of January in each year. ARTICLE III. RIGHTS AND PRIVILEGES OF MEMBERS. Any member, not in arrears, shall have a right to vote at all meetings of the Society, and for the elec- tion of officers. Members shall have a preference in the benefits of the Hospital. ARTICLE IV. LIFE MEMBERS. Any person paying One Hundred Dollars shall be 10 a member for life, without the further payment of Dues; the ratification to be subject to the same pro- viso as in Article 1. ARTICLE V. HONORARY MEMBERS. Honorary members may be elected by the Board of Directors; but, as such, they shall not have the power to vote, either at elections, or at meetings of the Society. ARTICLE VI. MEETINGS OF MEMBERS. A meeting of .the Society shall be held annually, in the second week of January, for receiving a state- ment from the Directors of its affairs. Special meet- ings may be called by the Board of Directors, and by the President, on a special application of at least Fifty (50) members. ARTICLE VII. QUORUM AT MEETINGS OF MEMBERS. Seventy-five (75) members shall be necessary to constitute a quorum at all meetings. ARTICLE VIII. PRESIDENT. The President of the Board of Directors shall pre- side at all meetings of the Society, and, in his ab- sence, the Vice-President; and, in the absense of both, the members shall select a chairman from their number. 11 ARTICLE IX. SECRETARY, The Secretary of the Board of Directors shall act as Secretary at all meetings of the Society, and, at elections, shall test the qualifications of those offering to vote; in his absence, the members shall select a secretary for the meeting from their number. ARTICLE X. TREASURER. The Treasurer of the Society shall give Bonds, from time to time, in such amounts as the Directors may prescribe. ARTICLE XL RULES AND REGULATIONS AT MEETINGS OF MEMBERS. Sec. 1. As soon as the presiding officer has taken the chair and called the Society to order, and a quorum being present, the following shall be the manner of pro- ceeding with the business thereof: 1. Reading of the Minutes. 2. Communications. 3. Unfinished Business. 4. Reports. 5. Motions and Resolutions, 6. New Business. Sec. 2. No question shall be stated unless mov- ed by two members, nor be open for debate, until stated by the President, and, when a question is be- fore the Society, no motions shall be received, unless to amend, refer, the previous question, to lay on the table, or adjourn ; the last three of which shall be de- cided without debate, and are always in order. Sec. 3. After any question has been decided, ex- cept one of indefinite postponement, any member who voted in the affirmative may, at the same meeting, 12 give notice that he shall move a reconsideration, but no decision of the main question shall be allowed, un- less reconsidered. Sec. 4. All questions, unless otherwise ordered, shall be determined by a majority vote. Sec. 5. Every member shall have the privilege of speaking twice on the same subject, but not oftener, without permission of the Society, which shall be had without debate. Sec. 6. When a member intends speaking he shall rise in his place, and respectfully address the chair, confine himself to the question, and avoid personali- ties. Should more than one rise at the same time, the President shall determine who is entitled to the floor, from whose decision, in this case, there shall be no appeal. Sec. 7. The President, or any member, may call a member to order while speaking, when all debate must be suspended, and the member take his seat, un- til the question is settled by the President. Sec. 8. Any member being dissatisfied with the decision of the chair upon any question, may appeal therefrom to the Society, which shall decide without debate, with the exception of the member appealing, who ^iall be permitted to state the reasons for ap- pealing. Sec. 9. No person shall be excused from voting, uuless personally interested in the decision, or by a majority vote of the members present. Sec. 10. In all cases of ballot, the President may vote, in other cases he shall not vote, unless the mem- bers are equally divided on any question. Sec. 11. Every resolution shall be reduced to writing, with the mover's name attached, which shall be recorded on the Secretary's book. Sec. 12. The ayes and nayes shall be called at the request of six members. 13 ARTICLE XII. HOSPITAL, HOW MANAGED. The management and administration of the Hospi- tal shall be in the hands of a board of twelve Direc- tors, chosen from amongst the Jewish members of the Society. All religious ceremonies practiced in the Hospital must be in strict accordance with the Jew- ish. faith. ARTICLE XIII. ELECTION OF DIRECTORS. Three of the Directors shall be elected annually for the term of four years ; said election shall take place in the second week of December in each year, at such time and place as the Directors shall prescribe. Such election shall be had by Ballot, and -the three members receiving the highest number of votes cast shall be declared " elected." ARTICLE XIV. NOTICE OF ELECTION OF DIRECTORS. Immediately after an election of Directors, the In- spectors shall certify to the persons so elected, under their hands and seals, and deliver their certificate to the Secretary, who shall at once notify the persons so elected ; and. any person elected as Director declin- ing to accept the office, the place shall be filled by the Board of Directors, until the next annual election. In case of a failure to elect three Directors at any annual election, the Board of Directors shall order a new election within fifteen (15) days, and the old Di- rectors shall continue in office until their successors shall be elected. 14 ARTICLE XV. VACANCIES, HOW FILLED. In case of death, resignation, disqualification, con- tinued absence from the city, or neglect to act of any Director, the Board of Directors may fill his place, until the next annual election, when a Director shall be elected for the unexpired term, and the seat of any Director may be declared vacant who shall be absent at three sucsessive stated meetings of the Board. ARTICLE XVI. POWERS OF DIRECTORS. The Board of Directors shall have the full charge, control, direction, and management of all the affairs of the institution, and shall adopt and carry out all measures necessary to further its object. They shall appoint all persons to be employed, fix their salaries, and remove them at pleasure, and in all respectscon- form to the conditions and intent of the Act of Incor- poration. No Director shall ever receive any com- pensation for his services, nor be interested, directly or indirectly, in any emolument derived from any matter connected with the institution. ARTICLE XVII. ADDITIONAL POWERS OF DIRECTORS. The Directors shall have the sole power of grant- ing the benefit of the Society: and every matter con- nected with the institution, not otherwise provided for in these By-Laws, shall be under their exclusive au- thority and control. 15 ARTICLE XVIII. MEETINGS OF DIRECTORS. The Board of Directors shall hold a stated meet- ing once in every month, which may be adjourned from time to time. Special meetings may be called by the acting President, and it shall be his duty to convene the Board on application of any three Di- rectors. ARTICLE XIX. QUORUM OF DIRECTORS. A majority of the whole number of Directors shall be necessary for a quorum at all meetings. ARTICLE XX. OFFICERS, HOW ELECTED. At the first meeting of the Directors after the six- teenth day of January in each year, they shall elect,* for the term of one year, from their number, by bal- lot, a President, Vice President, Treasurer and Se- cretary. ARTICLE XXL INSPECTORS. At the annual meeting of the members, there shall be chosen two Inspectors of election, whose duty it shall be to guard thg Poll for the election of Direc- tors, examine the result thereof, and give their certi- ficate for the same. Should the members fail to sel- ect Inspectors, the Board of Directors shall have full power to appoint them. ARTICLE XXII. PERMANENT FUND. Sec. 1. The Directors shall annually add so much to the permanent fund as can be set aside without in- convenience to the Society, and all donations and le- 16 gacies contributed to the institution shall be invested in conformity with the desire of the donor. Sec. 2. The Permanent Fund shall be invested in the corporate name of the Society, either in the purchase of real estate, or bonds secured by mortgage on real estate in the City of New York, or in stock of the United States, State and City of New York. ARTICLE XXIII. PATIENTS TO PAY IF ABLE. No patient, having the means to pay, shall receive the benefits of the Society without charge. ARTICLE XXIV. AMENDMENT. Sec. 1. Alterations, amendments, or additions to the Constitution of said Hospital shall only be offered at an annual meeting of its members, and shall be considered at the next succeeding annual meeting, or at a special meeting called for that purpose. The proposed alterations, amendments, or additions, shall be printed on the notice of meeting, and served on each member, and if a majority of the members of said Society agree thereto, in person or by proxy, the same shall be adopted. Sec. 2. Alterations, amendments, or additions to the Constitution may also be made by the assent of two-thirds of the members present at an annual or special meeting, in case where the directors of the Hospital have sanctioned such alterations, amend- ments, or additions, at a stated meeting of said di- rectors, and have submitted the same, on printed notices, as before provided, for the consideration of the members at an annual meeting, or at a meeting specially called for the purpose.