Manual of Procedure

Appendix A: Articles of Consolidation

Baltimore Yearly Meeting of Friends, Stony Run

Baltimore Yearly Meeting of Friends (Orthodox)

First: Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) agree that such corporations shall consolidate and thereby form a new corporation. The terms and conditions of the consolidation and the mode of carrying the same into effect are hereby set forth in these Articles of Consolidation.

Second: The new corporation shall be formed under the laws of the State of Maryland.

Third: The consolidating corporations are Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) both of which are corporations organized and existing under the laws of the State of Maryland.

Fourth: The matters and facts required to be stated in Articles of Incorporation other than provisions with respect to incorporators are:

  1. The name of the corporation is: Baltimore Yearly Meeting of the Religious Society of Friends.
  2. Baltimore Yearly Meeting of the Religious Society of Friends is composed of the members of Monthly Meetings formerly affiliated with Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting (Orthodox) (sometimes through intermediate bodies such as Quarterly Meetings) together with all those persons who may hereafter become members thereof, located in Maryland, Pennsylvania, Virginia, the District of Columbia and other adjacent areas.
  3. The purposes for which the corporation is formed are:
    (A) To continue without interruption the work of Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) and to have all their powers, duties, and obligations. (B) To promote the religious interests and welfare of its members and its constituent Monthly Meetings, together with the boards, committees, institutions and instrumentalities affiliated with the Religious Society of Friends, as well as to maintain relations with other religious fellowships to the end that mutual understanding and cooperation may be advanced. (C) To acquire by purchase, gift, devise, bequest, or otherwise, and to own, invest, reinvest, or dispose of property, both real and personal, for such religious, educational, philanthropic and other related work as the Yearly Meeting may undertake; to purchase, own, receive, sell, assign, care for, rent, lease, mortgage, or otherwise encumber, sell, assign, transfer and convey such property for the general purposes of the Yearly Meeting; to receive and hold in trust both real and personal property for Monthly or Quarterly Meetings, boards, institutions and instrumentalities of the Religious Society of Friends, or agencies affiliated with the Religious Society of Friends and to invest and reinvest the same; and to make any contracts for promoting the objects and purposes of the Yearly Meeting. (D) In general to exercise any, all and every power which has heretofore been exercised by Baltimore Yearly Meeting of Friends, Stony Run, and by Baltimore Yearly Meeting of Friends (Orthodox) and which any non-profit religious and charitable corporation can be authorized to exercise, but no other power.
  4. The post office address of the principal office of the corporation in Maryland is 5116 North Charles Street, Baltimore, Maryland 21210. The name of the Resident Agent of the corporation in Maryland is Theodore H. Mattheiss and the post office address of the Resident Agent is 5116 North Charles Street, Baltimore, Maryland 21210. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.
  5. The membership of the corporation entitled to participate in its activities and meetings shall consist of the members of the Monthly Meeting congregations affiliated with the Yearly Meeting.
  6. The number of the Trustees of the corporation shall be nine (9), which number may be increased or decreased pursuant to a “Manual of Procedure for Baltimore Yearly Meeting of the Religious Society of Friends,” but shall never be less than four (4). The names of the Trustees who shall act initially until their successors are chosen and qualify are: James D. Peacock, William J. Evans, F. Hooper Bond.
  7. The Yearly Meeting shall not be authorized to issue capital stock.
  8. The duration of the corporation shall be perpetual.

Fifth: (A) The principal offices of Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) are both located in the City of Baltimore, State of Maryland.

(B) Baltimore Yearly Meeting of Friends, Stony Run, owns real property in Frederick County and Cecil County in the State of Maryland, the title to which could be affected by the recording of an instrument among the land record.

(C) Baltimore Yearly Meeting of Friends (Orthodox) owns no real property in the State of Maryland, title to which could be affected by the recording of an instrument among the land records.

Sixth: These Articles of Consolidation were advised by the Executive Committee of Baltimore Yearly Meeting of Friends, Stony Run, and by the Executive Council of Baltimore Yearly Meeting of Friends (Orthodox) on April 1, 1967 by the adoption of a Minute declaring that the proposed consolidation provided herein was advisable substantially upon the terms and provisions set forth in these Articles of Consolidation and directing that the proposed Articles of Consolidation be submitted for action thereon at the regular annual sessions of the respective Yearly Meetings. Thereafter these Articles of Consolidation were approved by the respective regular annual sessions of the Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) according to the manner of Friends, without dissent, at said sessions both of which were held on Saturday, August 5th, at 2:00 P.M. as provided by the Laws of Maryland and the Charters of the respective corporations.

Seventh: Both Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) agree to execute, deliver and file any and all instruments or documents necessary or appropriate to accomplish the objective above stated.

IN WITNESS WHEREOF, Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting of Friends (Orthodox) have caused these Articles of Consolidation to be signed in their respective corporate names and on their behalf by their respective officers and their respective corporate seals to be hereunto affixed and attested as of this fifth day of August, 1967.

Attest: BALTIMORE YEARLY MEETING OF FRIENDS, STONY RUN

Mary S. Farquhar Harry S. Scott, Jr.

Recording Clerk Presiding Clerk

Attest: BALTIMORE YEARLY MEETING OF FRIENDS (ORTHODOX)

Lucy G. Wellons Alfred H. Mikesell

Recording Clerk Acting Alternate Presiding Clerk

Revisions to the Articles of Incorporation

Approved by Baltimore Yearly Meeting Representative Meeting, October 28, 1995 (R95-57)

Recorded: Department of Assessments and Taxation of the State of Maryland, December 4, 1995

Fourth:

2. “Baltimore Yearly Meeting of the Religious Society of Friends is composed of the members of Monthly Meetings located in Maryland, Pennsylvania, Virginia, the District of Columbia and other adjacent areas formerly affiliated with Baltimore Yearly Meeting of Friends, Stony Run, and Baltimore Yearly Meeting (Orthodox), together with all those persons who may hereafter become members of existing or newly created Monthly Meetings.”

3. (B) First sentence. “The corporation is organized exclusively to promote the religious, charitable, and educational interests of its members and its constituent Monthly Meetings, together with the boards, committees, institutions and instrumentalities affiliated with the Religious Society of Friends.”

Sentence added: “For the above purposes the corporation may make distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code.)”

(C) First sentence. “To acquire by purchase, gift, devise, bequest, or otherwise, and to own, invest, reinvest, or dispose of property, both real and personal, for religious, charitable and educational purposes and other related work as the Yearly Meeting may undertake:...”

(D) Second sentence added. “Notwithstanding any other provision of these articles, the corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).”

4. First and second sentences. “The post office address of the principal office of the corporation in Maryland is 17100 Quaker Lane, Sandy Spring, Maryland 20860. The name of the Resident Agent of the corporation in Maryland is Frank Massey and the post office address of the Resident Agent is 17100 Quaker Lane, Sandy Spring, Maryland 20860.” [NOTE: The present Resident Agent is Karen A. Treber and the post office address of the Resident Agent is 240 Armstrong Avenue, Frostburg, Maryland 21532.]

6. Third and fourth sentences added. “Each Trustee shall be a member of a Monthly Meeting which is constituent of the Baltimore Yearly Meeting. The trustee shall be appointed at the annual meeting of the Baltimore Yearly Meeting, usually held in August of each year, for a term as designated in the Manual of Procedure of the Baltimore Yearly Meeting.”

8. Second sentence added. “However, should the corporation be dissolved the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.”

9. New paragraph added. “9. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing and issuing of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.”

Revision to the Articles of Consolidation

Recorded with the State of Maryland: September 5, 1996

Fourth: 1. "The name of the Corporation is: Baltimore Yearly Meeting of the Religious Society of Friends, Inc."