Articles of Agreement for the Kirtland Safety Society Anti-Banking Company, 2 January 1837

  • Source Note
  • Historical Introduction

Document Transcript

ARTICLES OF AGREEMENT.
Minutes of a meeting of the members of the,” held on the 2d day of January, 1837.
At a special meeting of the Kirtland Safety Society, two thirds of the members being present, was called to the Chair, and chosen Secretary.
The house was called to order, and the object of the meeting explained by the chairman; which was:
1st. To annul the old constitution, which was adopted by the society, on the 2d day of November, 1836: which was, on motion, by the unanimous voice of the meeting, annulled.
2nd. To adopt Articles of Agreement, by which the Kirtland Safety Society are to be governed.
After much discussion and investigation, the following Preamble and Articles of Agreement were adopted, by the unanimous voice of the meeting.
We, the undersigned subscribers, for the promotion of our temporal interests, and for the better management of our different occupations, which consist in agriculture, mechanical arts, and merchandising; do hereby form ourselves into a firm or company for the before mentioned objects, by the name of the “Kirtland Safety Society Anti-Banking Company,” and for the proper management of said firm, we individually and jointly enter into, and adopt, the following Articles of Agreement.
Art. 1st. The capital stock of said society or firm shall not be less than four millions of dollars; to be divided into shares of fifty dollars each; and may be increased to any amount, at the discretion of the managers.
Art. 2d. The management of said company shall be under the superintendence of thirty-two managers, to be chosen annually by, and from among the members of the same; each member being entitled to one vote for each [p. 441] share, which he, she, or they may hold in said ; and said votes may be given by proxy, or in propria persona.
Art. 3d. It shall be the duty of said managers, when chosen, to elect from their number, a Treasurer and Secretary. It shall be the further duty of said managers to meet in the upper room of the of said company, on the first Mondays of November and May of each year, at nine o’clock, A. M. to inspect the books of said company and transact such other business as may be deemed necessary.
Art 4th. It shall be the duty of said managers to choose from among their number, seven men, who shall meet in the upper room of said , on Tuesday of each week, at 4 o’clock, P.M. to inquire into and assist in all matters pertaining to said company.
Art. 5th. Each manager shall receive from the company one dollar per day for his services when called together at the annual and semi-annual meetings. The Treasurer and Secretary, and the seven, the committee of the managers, shall receive a compensation for their services as shall be agreed by the managers at their semi-annual meetings.
Art. 6th. The first election of managers, as set forth in the second article, shall take place at the meeting of the members to adopt this agreement, who shall hold their office until the first Monday of November, 1837, unless removed by death or misdemeanor, and until others are duly elected. Every annual election of managers shall take place on the first Monday of November, of each year. It shall be the duty of the Treasurer and Secretary of said company, to receive the votes of the members by ballot, and declare the election.
Art. 7th. The books of the company shall be always open for the inspection of the members.
Art. 8th. It shall be the duty of the managers of the company, to declare a dividend once in six months; which dividend shall be apportioned among the members, according to the installments by them paid in.
Art. 9. All persons subscribing stock in said firm, shall pay their first installment at the time of subscribing; and other installments from time to time, as shall be required by the managers.
Art. 10. The managers shall give thirty days notice in some public paper, printed in this , previous to an installment being paid in. All subscribers residing out of the , shall be required to pay in half the amount of their subscriptions at the time of subscribing, and the remainder, or such part thereof, as shall be required at any time by the managers, after thirty days notice.
Art. 11th. The Treasurer shall be empowered to call special meetings of the managers, whenever he shall deem it necessary; seperate and aside from the annual and semi-annual meetings.
Art. 12. Two thirds of the managers shall form a quorum to act at the semi-annual meetings, and any number of the seven, the committee of the managers, with the Treasurer and Secretary, or either of them, may form a quorum to transact business at the weekly meetings; and in case none of the seven are present at the weekly meetings, the Treasurer and Secretary must transact the business.
Art. 13th. The managers shall have power to enact such by-laws as they may deem necessary, from time to time, providing they do not infringe upon these Articles of Agreement.
Art. 14th. All notes given by said society, shall be signed by the Treasurer and Secretary thereof, and we the individual members of said firm, hereby hold ourselves bound for the redemption of all such notes.
Art. 15. The notes given for the benefit of said society, shall be given to the Treasurer, in the following form:
“Ninety days after date, we jointly and severally promise to pay A. B. or order [blank] dollars and [blank] cents, value received.”
A record of which shall be made in the books at the time, of the amount, and by whom given, and when due—and deposited with the files and papers of said society.
Art. 16. Any article in this agreement may be altered at any time, annulled, added unto or expunged, by the vote of two-thirds of the members of said society; except the fourteenth article, that shall remain unaltered during the existence of said company. For the true and faithful fulfillment of the above covenant and agreement, we in [p. 442]dividually bind ourselves to each other under the penal sum of one hundred thousand dollars. In witness whereof we have hereunto set our hands and seals the day and date first written above.
 
In connexion with the above Articles of Agreement of the , I beg leave to make a few remarks to all those who are preparing themselves, and appointing their wise men, for the purpose of building up and her . It is wisdom and according to the mind of the Holy Spirit, that you should call at , and receive counsel and instruction upon those principles that are necessary to further the great work of the Lord, and to establish the children of the Kingdom, according to the oracles of God, as they are had among us. And further, we invite the brethren from abroad, to call on us, and take stock in our Safety Society. And we would remind them also of the sayings of the prophet Isaiah, contained in the 60th chapter, and more particularly the 9th and 17th verses, which are as follows: “Surely the isles shall wait for me, and the ships of Tarshish first, and to bring thy sons from far, their silver and their gold (not their bank notes) with them, unto the name of the Lord thy God, and to the holy one of Israel, because he hath glorified thee.
[“]For brass I will bring gold, and for iron I will bring silver, and wood brass and for stones iron: I will also make thy officers peace, and thine exactors righteousness.” Also 62 ch. 1st vrs. “For Zion’s sake will I not hold my peace, and for Jerusalem’s sake I will not rest, until the righteousness thereof go forth as brightness, and the salvation thereof as a lamp that burneth.[”]
J. SMITH jr. [p. 443]

Footnotes

  1. 1

    Constitution of the Kirtland Safety Society Bank, 2 Nov. 1836.  

  2. 2

    In this and subsequent instances, the November 1836 constitution has “Bank” instead of “society or firm.”  

  3. 3

    When the Kirtland Safety Society charter was presented before the state senate on 10 February 1837, the capital stock was set at $300,000 instead of the $4 million stated here and in the earlier constitution. The revised figure was within the range of the capital stocks of other community banks in the West. (Journal of the Senate of the State of Ohio, 365–366; see also Historical Introduction to Constitution of the Kirtland Safety Society Bank, 2 Nov. 1836; and Introduction to Part 5: 5 Oct. 1836–10 Apr. 1837.)  

    Journal of the Senate of the State of Ohio; Being the First Session of the Thirty-fifth General Assembly, Begun and Held in the City of Columbus, Monday, December 5, 1836, and in the Thirty-fifth year of Said State. Columbus: James B. Gardiner, 1836.

  4. 4

    Except where noted, the November 1836 constitution has “directors” instead of “managers” throughout the text.  

  5. 5

    In this and subsequent instances, the November 1836 constitution has “Bank” instead of “company.”  

  6. 6

    In this and subsequent instances, the November 1836 constitution uses “Stockholders” rather than “members.”  

  7. 7

    Starting here, “Treasurer” and “Secretary” replace instances of “President” and “Cashier” found in the November 1836 constitution. The change to a banking company entailed new titles for the officers. Despite this change, it appears that Rigdon continued to act as the head of the company and JS continued to perform the duties of a cashier, with help from clerks.  

  8. 8

    This article in the November constitution required directors to meet “in the Director’s Room in said Banking house.” The change removes all mentions of the earlier bank, even though the managers were likely meeting in the same place designated by the November 1836 constitution.  

  9. 9

    The earlier November 1836 constitution called for six men. The duty originally assigned the group of six men to “examine all notes presented for discounting,” was removed from these January articles of agreement. While this was likely a move to distance the company from banking ties, it may also have meant that the Kirtland Safety Society did not intend to accept and discount the notes of other banks.  

  10. 10

    The November 1836 constitution has “constitution” rather than “agreement.”  

  11. 11

    Here the November 1836 constitution has “officers” rather than “managers.”  

  12. 12

    From this point on in the document, “Treasurer and Secretary” replaces “officers of the Bank” used in the November 1836 constitution.  

  13. 13

    The November 1836 constitution has “constitution” instead of “Articles of Agreement.”  

  14. 14

    This is a new article written for the 2 January articles of agreement; it is not found in the November 1836 constitution.  

  15. 15

    In this template, “A. B.” stands for the name of the bearer of the note.  

  16. 16

    This is a new article not found in the November 1836 constitution. The notes mentioned here are promissory notes made by those taking out loans from the Kirtland Safety Society. These articles of agreement set a ninety-day loan period and required that a record of the loan be made in the books of the society. Wording that is copied almost verbatim from this article appears on a sheet found among records of early January loans made by the Kirtland Safety Society. (“List of Notes for Discounting,” Jan. 1837, JS Office Collection, CHL.)  

  17. 17

    This echoes the December 1833 and February 1834 revelatory injunctions to select wise men from the churches to purchase land in order to establish Zion. The phrasing JS uses here regarding the appointment of “wise men” is also similar to conference minutes from December 1836 that established guidelines for those Saints interested in moving to Kirtland. (Revelation, 16–17 Dec. 1833 [D&C 101:73]; Revelation, 24 Feb. 1834 [D&C 103:23]; Minutes, 22 Dec. 1836.)  

  18. 18

    Though JS may have added this parenthetical in jest, it demonstrates the Kirtland Safety Society’s need for specie and not simply payment in banknotes. It is difficult to know how much coinage the Safety Society had at any given time, and reports of the amount held differ dramatically. The Cleveland Weekly Advertiser stated that the society had $16,000 in “specie and bankable funds” in January 1837. Warren Parrish, the clerk for the society who was elected to replace JS as cashier in summer 1837, later wrote, “I have been astonished to hear him [JS] declare that we had 60,000 Dollars in specie in our vaults and $600,000 at our command, when we had not to exceed $6,000 and could not command any more.” Parrish’s claims may have been colored by his objections to JS’s leadership and his excommunication from the church. No other sources exist to substantiate any of these amounts. The society likely had the ten percent necessary to redeem a portion of their notes when they opened their office at the beginning of January 1837, but they did not have a substantial specie reserve. The public’s widespread reluctance to use or accept the society’s notes, and the efforts of opponents like Grandison Newell to demand the redemption of hundreds of dollars of notes at one time, worked to deplete what reserves they had gathered. (“Kirtland Safety Society,” Cleveland Weekly Advertiser, 2 Feb. 1837, [3]; Warren Parrish, Kirtland, OH, 5 Feb. 1838, Letter to the Editor, Painesville [OH] Republican, 15 Feb. 1838, [3]; John Smith and Clarissa Lyman Smith, Kirtland, OH, to George A. Smith, Shinnston, VA, 1 Jan. 1838, George Albert Smith, Papers, CHL.)  

    Cleveland Weekly Advertiser. Cleveland. 1836–1840.

    Painesville Republican. Painesville, OH. 1836–1841.

    Smith, George Albert. Papers, 1834–1877. CHL. MS 1322.