CHARTER, 
Constitution aijd By-Laws 
OF THE 
y 
Howard Association 
MEMPHIS, TENN. 
MEMPHIS : 
PRICK, JONES & CO., 12 JEFFERSON STREET. 
1875. CHARTER. 
AN ACT TO INCORPORATE THE HOWARD ASSOCIA- 
TION, OF MEMPHIS, TENN. 
Section 1. Be it enacted by the General Assembly 
of the State of Tennessee, That John Park, R. A. 
Simpson, J. G. Lonsdale, Sr., John Heart, C. T. 
Geoghegan, R. W. Ainslie, J. B. Gallagher, T. E. 
McDonald, A. A. Hyde, and J. P. Robertson and their 
associates, be and they are hereby declared a body 
politic and corporate, with ninety nine years succes- 
sion, by the name of The Howard Association of 
Memphis, whose object shall be to provide nurses 
and necessaries for those who may be taken sick, who 
are without funds, and particularly during the prev- 
alence of epidemics. Said Association, by this name, 
may contract and be contracted with, may sue and be 
sued in all courts, as other chartered corporations, in 
all matters whatsoever, and have full power to 
acquire, hold, possess and enjoy, by gift, grant or 
otherwise, and the same to sell and convey any or all 
such real, personal, or mixed estate, and invest and 
re-invest the same from time to time as may be 
necessary for the benefit, support or purposes of said 
Howard Association of Memphis, or which may be 4 
CHARTER. 
conveyed to the same for the security or payment of 
any debt or debts which may become due and owing 
to said Association ; and may make, have and use a 
common seal, and the same break, alter or renew at 
pleasure: Provided, That the property and revenue 
of said Howard Association of Memphis shall not be 
used for any other than the purposes of said Associa- 
tion, and that all of said real, personal or mixed 
estate shall be exempt from State, County and 
Corporation taxes and assessments, as the sole object 
of the Association is relief of the destitute. 
Sec. 2- Be it further enacted, That the real and 
personal estate, property and funds and revenues of 
said Association, and the administration of its affairs, 
shall be under the exclusive direction and control of 
the active members of said Howard Association of 
Memphis, Tennessee. That the parties named in the 
first section of this Act, or any five of them, may 
call the subscribers of said Association together, after 
having given five days’ notice in some daily paper 
published in the city of Memphis, and proceed to 
organize the same by electing a President, two Vice- 
Presidents, Treasurer, Secretary and six Directors, 
who shall constitute an Executive Committee, five of 
whom shall be a quorum, who shall conduct the 
affairs of the Association, and who shall continue in 
office until a new election is made. The regular 
election for officers shall be made on the first Monday 
in April, 1869, of which due notice shall be given in 
a daily newspaper, published in Memphis. The 
members of said Howard Association of Memphis 
shall make such by-laws and regulations for the 
admission of members, and the government of the 
Association as they may deem necessary : Provided, 
That no by-law, rules or regulations shall in any wise CHARTER. 
5 
be contrary to the constitution and laws of the State 
of Tennessee or of the United States. 
Sec. 3. Be it farther enacted, That all the 
effects—real, personal and mixed—of every descrip- 
tion, belonging to the said Howard Association, that 
may be remaining on hand at the expiration of this 
charter, shall be turned over to the Board of Mayor 
and Aldermen of the city of Memphis, or to whom- 
soever may be the representatives of the people of 
said city at that time, for the benefit of the poor and 
destitute people thereof. 
Sec. 4. Be it farther enacted, That the foregoing 
Act shall take effect from and after its passage. 
F. S. RICHARDS, 
Speaker of the House of Representatives. 
Passed January 23, 18G9. 
D. W. C. SENTER, 
Speaker of the Senate. CONSTITUTION. 
Be it, and it is hereby, by the active members of 
the Howard Association of Memphis, in convention 
assembled, ordained and declared : 
First. That Articles one, two, three, four, five, 
six and seven, styled “Constitution ” of this Asso- 
ciation, be and they are severally and collect- 
ively hereby abrogated, annulled, set aside and for 
naught held, and the charter of this Association, 
granted by the Legislature of the State of Tennessee, 
by Act of date the 23d day of January, A. D. 18(39, is 
and shall continue to be, the only organic law of this 
Association. 
Second. It is further hereby ordained that the fol- 
lowing be, and they are now so declared, by-laws for 
the government and control of the business and affairs 
of this Association ; to be and continue in force as such 
until such time as the same shall be altered or 
amended in the mode and manner hereinafter pre- 
scribed, and it shall not be competent for the Board 
of Directors, or any officer, or any committee of this 
Association, to suspend the law or any articles, or 
any portion of any article thereof, for any cause 
whatever, but the same shall only be done in the 
manner hereinafter provided. 
Third. No article, nor any portion of any article, 
of the by-laws now adopted for the government of 7 
CONSTITUTION. 
this Association, shall he in anywise amended, 
changed, set aside, altered or suspended except by 
vote of two-tliirds of the active members of the same 
in convention assembled. 
Fourth. A convention for such purpose as is 
named in the third article hereof, or for any other 
purpose, shall be called by the order of the President, 
at written request of six active members of the 
Association, which shall be done by a publication of 
such order in one or more of the newspapers published 
in the city of Memphis, stating the time and place, and 
the objects of such convention. At any such conven- 
tion so assembled, two-thirds of the active members 
shall be necessary to the passage or amendment of 
any ordinance, by-laws or other law or rule, and by 
their decision the Association shall be bound. 
Fifth. No appropriation of money shall be made 
by this Association except by a vote of two-thirds of 
the active members present, except during a period of 
epidemics, during which time appropriations may be 
made by a majority of the members present of the 
Executive Committee. BY-LAWS. 
ARTICLE I. 
Section 1. The members of this Association 
shall be residents of Shelby County, Tennessee, and 
the number of active members shall at no time 
exceed fifty. 
APPLICATIONS FOR MEMBERSHIP. 
Sec. 2. Applications for membership must be 
presented in writing, and accompanied by the recom- 
mendation of two members. After being read, such 
application shall be referred to a committee of three, 
who shall investigate and report on the character 
and qualification of the applicant at the next subse- 
quent meeting, unless further time be granted. The 
report must be made in writing, and signed by at 
least a majority of the committee, on the reception 
of which the members will proceed to a regular 
ballot, and on examination of the result, should it be 
found that all the ballots cast are white, or even with 
the exception of one or two, the candidate shall be 
declared duly elected; but in all cases shall three 
black balls suffice to reject an applicant. 
DUTIES OB’ MEMBERS. 
Sec. 3. Any member who refuses to perform, 
without sufficient cause, any of the duties assigned BY-LAWS. 
9 
him by the President, shall, upon motion and a vote 
of the majority, have his name stricken from the 
roll of members. 
NEW MEMBERS. 
Sec. 4. Each member, on being notified of his 
election by the Secretary, shall call upon said officer 
within five days thereafter, and sign this constitu- 
tion and by-laws. His neglect shall be an evidence 
of non-acceptance. 
EXPULSIONS. 
Sec. 5. The Association shall have the right to 
expel any member for improper conduct, either at a 
meeting, on duty or in any relation of life, by a tvvo- 
tliirds vote of its active members : Provided, He 
shall have five days’ notice of the time and place of 
trial, and a written copy of the charges and specifica- 
tions against him, if in the city. If absent, thirty 
days may be given him to answer in. And in default 
of his appearance at such time and place designated 
in the notice, the charges and specifications against 
him shall be taken for confessed On trial he shall 
have the right to counsel from among the members 
of this Association if he so desires. And any 
member who shall be absent for two consecutive 
quarterly meetings, shall be dropped from the roll by 
a two-thirds vote of the membership present, and 
shall henceforth cease to be a member of this Asso- 
ciation. 
Sec. 6. No member shall be allowed to supply or 
fill any order, drawn by himself, for account of the 
Association, from any business establishment with 
which he is connected, for groceries, provisions 
RESTRICTIONS ON MEMBERS. 10 
BY-LAWS. 
or medicines, or any other article required to be given 
in the relief of the sick and poor. 
Sec. 7. Any member wishing to leave the city 
during an epidemic shall notify the Secretary of such 
intention, and also state what length of time he 
expects to be absent. 
LEAVE OF ABSENCE. 
Sec. 8. Honorary members may be proposed at 
any meeting of the Association, and admitted only 
by a unanimous vote; but they shall neither be 
eligible to office nor have the right of voting. 
HONORARY MEMBERS. 
ARTICLE II. 
MEETINGS. 
Section 1. Regular quarterly meetings shall be 
held the first Monday of April, July, October and 
lanuary. 
Sec. 2. During the period of epidemics there 
shnll be regular meetings on every Monday night 
for the transaction of general business or election of 
members, but relief meetings may be held every 
niedit. 
ARTICLE III. 
WEEKLY REPORTS. 
Section 1. During epidemics the members shall 
make, upon the form adopted by the Association, such 
report of all cases under their charge as the Exec- 
utive Committee may require. 
ARTICLE IV. 
Section 1. A majority of the active members 
shall constitute a quorum of the Association. 
QUORUM. BY-LAWS. 
11 
First. Calling meeting to order, calling roll and 
reading the minutes. 
Second. Report of standing committees. 
Third. Report of special committees. 
Fourth. Unfinished business. 
Fifth. New business. 
SEC. 2. Of the quorum of five named in the 
second article of the Charter, there shall always be 
present and acting at least three Directors. 
ORDER OP BUSINESS. 
ARTICLE V. 
ELECTIONS. 
Section 1. All elections of officers of this Asso- 
ciation sliall be by ballot, and a majority of all the 
votes cast shall be necessary for a choice : Provided, 
That should there be no election after the third 
ballot, the name of the candidate receiving the fewest 
number of votes shall be stricken from the list of 
candidates, and after each succeeding ballot, the 
name of the candidate receiving the lowest number 
of votes shall be dropped until only two remain. 
And further provided, That there shall be no new 
nominations made after the third ballot. 
Sec. 2. When a vacancy occurs in the Executive 
Committee by the death, resignation or expulsion (or 
otherwise), of any officer or Director, the Executive 
Committee shall have the power, and it shall be 
their duty to fill such vacancy for the unexpired 
term : Provided, That nothing in this article shall 
be construed to give the Executive Committee power 
to elect officers of the Association, who are to be 
elected by the active members of the Association. 12 
BY-LAWS. 
ARTICLE VI. 
DUTIES OF OFFICERS. 
president. 
Section 1. It shall be the duty of the President 
to preside at all meetings ; to call a special meeting 
of the Association when he may deem it proper, or at 
the written request of any six members ; to counter- 
sign orders on the Treasurer, and checks to be paid by 
the Association; and perform all other acts and 
duties, and possess such powers as are usually pos- 
sessed by the presiding officer of similar associations. 
VICE-PRESIDENT. 
Sec. 2. In the absence of the President, his duties 
shall devolve upon the Vice Presidents in rotation, 
and in the absence of all three, the members of the 
Association shall then elect one of their members 
President pro tem. 
SECRETARY 
Sec. 3. The Secretary shall, before he enters 
upon the duties of his office, give bond to the satis- 
faction of the Association, in the sum of five 
thousand dollars, or more if required, for the faithful 
performance of the duties enjoined upon him. It 
shall be his duty to receive all subscriptions and 
donations made to the Association, and hand the 
same over to the Treasurer within two days after 
the receipt thereof, taking his receipt therefor ; to 
keep an accurate record of the proceedings of all 
meetings, and have properly filed all documents 
and papers appertaining thereto; to notify members 
of the meetings when so instructed by the Presi- 
dent ; and shall, within three days after the election 
of a member, notify him in writing of his election. BY-LAWS. 
13 
He shall also keep a record book of the names of 
donors—the date when donated, and the amount; 
and another in which shall be entered the names, 
dates and residences of all applicants. 
TREASURER. 
Sec. 4. The Treasurer shall, before he enters upon 
the duties of his office, give bond to the satisfaction 
of the Association, in the sum of five thousand 
dollars, or more if required, for the faithful perform- 
ance of the duties enjoined upon him. He shall 
receive all the funds of the Association, and keep a 
correct and regular account of the same. He shall 
deposit, on receipt thereof, all moneys in good, sol- 
vent banks, or with bankers in the city, in the name 
of the Association. He shall pay all orders signed 
by the Secretary and countersigned by the President, 
and draw by check, countersigned by the President, 
all moneys for investments or other purposes. He 
shall take charge of all notes and drafts of the Asso-* 
ciation, and collect the same at maturity, unless 
otherwise - instructed by the Auditing Committee. 
He shall render weekly statements of the funds in 
hand during epidemics, and regular quarterly state- 
ments of all receipts, investments and expenditures 
of the Association, up to the date of bis report. 
AUDITING COM MITT HE. 
ARTICLE VII. 
Section 1. A committee of three shall be elected at 
the annual meeting, who shall be styled the Auditing 
Committee, and whose duty it shall be to audit all 
bills. They shall examine the books of the Secretary 
and Treasurer quarterly, and report on the condition 
of the same at the quarterly meetings. 14 
BY-LAWS. 
ARTICLE VIII. 
APPOINTMENT OF COMMITTEES. 
Section 1. The Chair shall appoint all commit- 
tees, unless otherwise ordered. 
ARTICLE IX. 
Section 1. No business shall be transacted by 
either the Executive Committee or Association 
except in open meeting in accordance with the con- 
stitution. 
ARTICLE X. 
Section 1. That from and after the annual 
meeting in April, 1875, no member of this 
Association shall receive any compensation whatever 
for any services he may render this Association, 
except the sum of one dollar per annum may be paid 
to the bonded officers of this Association, should it 
be necessary to make their bonds legal. 
RULES OF ORDER. 
First. The rales of order and manner of proceed- 
ing, as laid down in Cushing’s Manual, so far as 
applicable, shall be adopted for our government. 
Second. Tlie President, while presiding, shall 
state every question coming before the Association, and 
before putting it to vote, shall ask “ Is the Associa- 
tion ready for the question ? ” Should no member 
rise to speak, he shall rise to take the question, and 
after he has risen, no member shall be permitted to 
speak upon it. His decisions on questions of order 
shall be without debate, and he shall have the priv- 
ilege of speaking only on such questions from the 
SYNOPSIS OF RULES OF ORDER. BY-LAWS. 
15 
Chair. When his decision has been appealed from, 
the Vice-President shall put the question thus: 
“ Will the Association stand by the decision of the 
Chair ? ” 
Third. During the continuance of the meeting, 
the most decorous silence must be observed, the 
officers and members retaining their seats, and no 
one leaving the room without permission of the 
President. 
Fourth. Ho member shall speak to another or 
otherwise interrupt the business of the Association, 
or refuse to obey the Chair. 
Fifth. Every member, when he speaks or offers a 
motion, shall be standing, and shall respectfully 
address the Chair, aqd when he has finished, sit 
down. While speaking, he shall confine himself to 
the question under debate, avoiding all personality 
and ludicrous language, as well as any reflection 
upon the Association or members. 
Sixth. Should two or more members rise to 
speak at the same time, the Chair shall decide which 
is entitled to the floor. No member shall disturb 
another in his speech, unless he call him to order for 
words spoken. 
Seventh. If a member, while speaking, shall be 
called to order, at the request of the Chair he shall 
cease speaking, and take his seat until the question 
of order is determined, when, if permitted, he may 
proceed. 
Eighth. No member shall be heard more than 
once on the same subject until each member has 
been heard wishing to speak, nor shall any member 
speak more than twice on the same question without 
permission from the Association, nor more than 16 
BY-LAWS. 
once on a question of order after an appeal from the 
decision of the Chair. 
Ninth. No motion shall be put by the Chair until 
seconded and stated by the Chair, and at the desire 
of any member, shall he reduced to writing. 
Tenth. . Any member may call for a division of 
the question when the sense will admit of it. 
Eleventh. When a question is before the Associa- 
tion, no motion shall be received unless to adjourn, 
the previous question, to lay on the table, to post- 
pone, to postpone indefinitely, postpone to a time 
certain, to refer, to amend, or to adopt, which several 
motions shall have precedence in the order in which 
they are arranged—the first three of which shall be 
decided without debate. 
Twelfth. After the decision of any question 
except that of indefinite postponement, any two 
members, who voted with the majority, may, at the 
same meeting, move for reconsideration thereof. 
Thirteenth. The previous question can be called 
for by any member, and if the call be seconded, shall 
be put in this form : “ Shall the main question be 
now put?” If carried all amendments not previ- 
ously adopted shall be precluded, and the main 
question taken without further debate. 
Fourteenth. Every member present shall vote on 
all questions before the Association, unless he is 
personally interested in the result, or has been 
excused by the Association, or otherwise incapaci- 
tated. 
Fifteenth. The observance of these rules may be 
enforced by the Chair by fine, at his discretion, or by 
exclusion of the offender from the room during the 
evening, subject to an appeal to the Association.