Charter of Hampden-Sydney College

With Amendments of 1918, 1965, 1966, 1975

An Act for incorporating the Trustees of Hampden-Sydney
(May, 1783)

I. Whereas it is represented to the present General Assembly that an Academy has been founded in the county of Prince Edward, and which hath been supported by the generous donations of a few public-spirited citizens for several years past; but that, in order to make the advantages arising therefrom more permanent and diffusive, certain privileges are essentially necessary for conducting the same in the future to greater advantage; and this Assembly, warmly impressed with the important advantages arising to every free State by diffusing useful knowledge amongst its citizens, and desirous of giving their patronage and support to such seminaries of learning as may appear to them calculated to promote this great object:

II. Do hereby enact, That from and after the passage of this Act, the said Academy shall obtain the name and be called the College of Hampden-Sydney, and that the Rev. John Blair Smith, Patrick Henry, William Cabell, Senior, Paul Carrington, Robert Lawson, James Madison, John Nash, Nathaniel Venable, Everard Meade, Joel Watkins, James Venable, Francis Watkins, John Morton, William Morton, Thomas Reade, William Booker, Thomas Scott, Senior, James Allen, Charles Allen, Samuel Woodson Venable, Joseph Parke, Richard Foster, Peter Johnson, the Rev. Richard Sankey, the Rev. John Rodd, the Rev. David Rice, the Rev. Archibald McRobert, and their successors, are constituted a body politic and corporate, by the name of the President and Trustees of Hampden-Sydney College, who shall have perpetual succession and a common seal: and that they and their successors by the name aforesaid, shall be able and capable in law to possess, purchase, receive, and retain to them and their successors forever, any lands, tenements, rents, goods, or chattels, of any kind whatsoever, which may have been given already, or shall in future be given or purchased by them, the use of the said College, and the same to dispose of in whatsoever manner they shall adjudge most beneficial for the use thereof; and by the same to sue and implead, to be sued and impleaded, answer and be answered, in all courts of law and equity, and from time to time, under their common seal, to make and establish such by-laws, rules and ordinances, not being contrary to the Constitution or laws of this Commonwealth, as by them shall be thought necessary for the good order and government of the professors, masters and students of said College.

III. And be it further enacted, That the said president and trustees, or any seven of them, shall have full power and authority to meet at such times as they shall think necessary for the examination of any candidates for literary degrees, and they are hereby empowered and authorized to confer those degrees on such students as in their opinion shall merit the same in as ample a manner as any other college in American can do, and to grant testimonials thereof under their common seal, signed by the president and five of the Trustees, at least; and that the president and trustees, or any seven of them, are hereby authorized and required to meet at said College, on some day appointed by the president, on or before the first day of October next, and then and there to elect and commission, under their common seal, such professors and masters as they shall judge necessary for the purpose of the institution. And that, in order to preserve in the minds of the students that sacred love and attachment which they should ever bear to the principles of the present glorious revolution, the greatest care and caution shall be used in electing such professors and masters, to the end that no person shall be so elected unless the uniform tenor of his conduct manifests to the world his sincere affection for the liberty and independence of the United States of America.

IV. And be it further enacted, That the president and trustees or any ten of them, shall elect by ballot a treasurer for the said College, who shall give bond and security, payable to the trustees and their successors, for the faithful discharge of the trust reposed in them; and shall, when required by the corporation, render an account of all monies, and other chattels, received and expended by him on account of and for the use of said College; and on failure or refusal so to do, shall be subject to the like proceedings as are prescribed by law in the case of sheriffs failing to account for and pay into the treasury the public taxes on their hands.

V. And be it further enacted, That the said trustees, or a majority of them, shall have power to remove, or suspend the president, or any or all of the masters, at any time, on cause shown, and to supply the vacancy occasioned by such removal from office; and upon the death, resignation, or refusal to act, of the president or any of the trustees, or when there shall be a vacancy in any of the professorships, it shall be lawful for the remaining trustees, or a majority of them, to supply the same by new elections. It shall also be lawful for the president, or, in case of death, resignation, or refusal in him to act, the professors and masters for the time being, or a majority of them, to call a meeting of the trustees when he or they (as the case may be) shall see cause so to do. Provided, nevertheless, That the president and trustees, before they enter upon the execution of the trust reposed in them by this Act, shall severally take the following oath or affirmation to be administered by a justice of the peace of the said county of Prince Edward, and by him certified to the court of the said county, there to be recorded; that is to say: I, A. N., do swear (or affirm) that I will, to the best of my skill and judgment, faithfully and truly discharge the duties required by me by the Act for incorporating the Trustees of Hampden-Sydney, without favor, affection, or partiality. So help me God. And that the Clerk of said court, for entering the same, shall receive of the trustees the sum of one Spanish milled dollar.

Amendment to Charter--1918

In accordance with actions taken by the Synod of Virginia in Harrisonburg, Va., December 4, 1918, and by the President and Board of Trustees of Hampden-Sydney College in Richmond, Va., December 19, 1918, and January 9, 1919, the State Corporation Commission of the Commonwealth of Virginia on the fourteenth day of February, 1919, authorized certain modifications of the Charter as follows:

1. The number of the President and Trustees of Hampden-Sydney College shall be changed so as to be twenty-five (25).

2. The President and Trustees of Hampden-Sydney College shall be transferred to the control of a Board of Trustees directly appointed by the Synod of Virginia. The following Trustees, as nominated by the Synod of Virginia, and their successors, shall constitute the Board of Trustees of the President and Trustees of Hampden-Sydney College: Rev. F.T. McFaden, D.D., Hon. A.D. Watkins, Judge James L. Tredway, Rev. W.C. Campbell, D.D., and Hon. Peter Wi nston, M.D., for a term of one year; W.G. Dunnington, Esq., Paulus A. Irving, M.D., H.A. Stokes, Esq., Hon. F.B. Hutton, and A.B. Carrington, Esq., for a term of two years; Rev. W.W. Moore, D.D., Col. C.C. Lewis, Jr., J. Scott Parrish, Esq., Rev. J.B. Bittinger, D.D., and Alexander B. Dickinson, Esq., for a term of three years; Chas. A. Blanton, M.D., Hon. Don P. Halsey, Hon. Walter A. Watson, Hon. Harry R. Houston, and H.T. Holladay, Esq., for a term of four years; Rev. Ernest Thompson, D.D., Rev. W.H.T. Squires, D.D., Hon. E. Lee Trinkle, Rev. J.E. Booker, D.D., and W.H. Robertson, Esq., for a term of five years.

Any vacancy occurring in the Board of Trustees, either by reason of death, resignation, or the expiration of the term for which any Trustee shall be chosen, shall be filled by the Synod of Virginia. The successors of all Trustees, at the expiration of their respective terms, shall be elected for five years, and any vacancy occurring during the term of any Trustee shall be filled by the said Synod for the unexpired term of said Trustee.

The President of the College shall be ex officio a member of the Board of Trustees.

3. The Board shall be authorized to select a Finance Committee and any other committees that may be desired by the Board of Trustees, the members of which may or may not be members of the Board of Trustees.

4. The officers for the first year shall be the following:

Paulus A. Irving .............. President
F.T. McFaden .............. Secretary
A.W. McWhorter .............. Treasurer
J.H.C. Winston .............. Curator

Amendment to Charter--1965

In accordance with actions taken by the President and Board of Trustees of Hampden-Sydney College on April 9, 1965, in Richmond, Virginia, and by the Synod of Virginia at Hampden-Sydney, Virginia, on June 15, 1965, the Articles of Incorporation of Hampden-Sydney College were amended as follows:

Article III as originally enacted and hereby amended shall read as follows:

That the said President and Trustees, or any seven of them shall have full power and authority to meet at such times as they shall think necessary for the examination of any candidates for literary degrees and they are hereby empowered and authorized to confer those degrees on such students as in their opinion shall merit the same in as ample a manner as any other college in America can do, and to grant testimonials thereof under their common seal, signed by the president and at least five other persons who shall be members of the Board of Trustees or members of the faculty or officers of administration of the College; and that the President and Trustees, or any seven of them, are hereby authorized and required to meet at said College on some day to be appointed by the President, on or before the 1st day of October next, and then and there to elect and commission under their common seal such professors and masters as they shall judge necessary for the purpose of the institution. And that, in order to preserve in the minds of the students that sacred love and attachment which they should ever bear to the principles of the present glorious revolution, the greatest care and caution shall be used in electing such professors and masters to the end that no person shall be so elected unless the uniform tenor of his conduct manifests to the world his sincere affection for the liberty and independence of the United States of America.

Article IV as originally enacted and hereby amended shall read as follows:

That the President and Trustees, or any ten of them, shall elect by ballot a treasurer for the said College who shall give bond and security, payable to the Trustees and their successors, for the faithful discharge of the trust reposed in him; and shall, when required by the corporation, render an account of all monies, goods and other chattels, received and expended by him on account and for the use of said college.

Article V as originally enacted and hereby amended shall read as follows:

That the said Trustees, or a majority of them, shall have power to remove, or suspend the president, or any or all of the masters, at any time on cause shown and to supply the vacancy occasioned by such removal from office; and upon the death, resignation, or refusal to act, of the president or any of the Trustees, or when there shall be a vacancy in any of the professorships, it shall be lawful for the remaining Trustees, or a majority of them, to supply the same by new elections. It shall also be lawful for the President, or, in case of death, resignation, or refusal in him to act, the professors and masters for the time being, or a majority of them, to call a meeting of the Trustees when he or they, (as the case may be) shall see cause so to do. Provided, nevertheless, that the President and Trustees before they enter upon the execution of the trust reposed in them by this act shall severally take the following oath or affirmation to be administered by the Chairman or other member of the Board of Trustees: I, A. B., do swear (or affirm) that I will, to the best of my skill and judgment, faithfully and truly discharge the duties required by me by the act for incorporating the Trustees of Hampden-Sydney without favor, affection, or partiality. So help me God.

Amendment to Charter--1966

In accordance with actions taken on April 15, 1966, by the President and Board of Trustees of Hampden-Sydney College in Richmond, Virginia, and by the Synod of Virginia on May 26, 1966, in Richmond, Virginia, the State Corporation Commission of the Commonwealth of Virginia on September 28, 1966, authorized the following amendment to the charter:

That Paragraph 2 of Article Second of the Amendment to the Charter of said corporation, as previously authorized by the State Corporation Commission of Virginia, on February 14, 1919, be amended as follows:

Any vacancy occurring in the Board of Trustees, either by reason of death, resignation or the expiration of the term for which any trustee shall be chosen, shall be filled in the following manner: The Board of Trustees of Hampden-Sydney College shall recommend to the Committee on Nominations of the Synod of Virginia, a name or names for vacancies. If the Committee on Nominations approves these recommendations, they shall be submitted by the Committee to Synod. If the Committee does not endorse a name or names, they shall confer with the Executive Committee of the Trustees until agreement is reached and these nominees shall be submitted to the Synod of Virginia. The successors of all trustees, at the expiration of their respective terms, shall be elected by the Synod of Virginia for five years and any vacancy occurring during the term of any trustee shall be filled for the unexpired term of said trustee. Trustees may serve only two consecutive terms, but may be re-elected after an interval of one year.

 

Amendment to Charter--1972

That Article I, Paragraph 1, Amendment to Charter December 4, 1918, as originally enacted and hereby amended shall read as follows:

The number of the President and Trustees of Hampden-Sydney College shall be as prescribed by the Bylaws of The President and Trustees of Hampden-Sydney College and in the absence of any Bylaws statement fixing the number of trustees, the number shall be 25.

That Article II, Paragraph 2, Amendment to Charter 1966, as originally enacted and hereby amended shall read as follows:

Any vacancy occurring in the Board of Trustees, either by reason of death, resignation or the expiration of the term for which any Trustee shall be chosen shall be filled in the following manner: The Board of Trustees of Hampden-Sydney College shall recommend to the Committee on Nominations of the Synod of Virginia a name or names for vacancies. If the Committee on Nominations approves these recommendations, they shall be submitted by the Committee to Synod. If the Committee does not endorse a name or names, they shall confer with the Executive Committee of the Trustees until agreement is reached and these nominees shall be submitted to the Synod of Virginia. The successors of all trustees, at the expiration of their respective terms, shall be elected by the Synod of Virginia for five years and any vacancy occurring during the term of any trustee shall be filled for the unexpired term of said trustee. Trustees may serve only one term, but may be re-elected after an interval of one year or as provided in the Bylaws.

Amendment to Charter--1975

In accordance with actions taken on February 15, 1975, by the President and Trustees of Hampden-Sydney College, the State Corporation Commission in June, 1975, authorized the following amendment to the charter:

That Article II of the Articles of Incorporation of the President and Trustees of Hampden-Sydney College be amended so as to read in its entirety after such amendment as follows:

II. The Trustees in office on the effective date of this Amendment and their successors are constituted a body politic and corporate by the name of the President and Trustees of Hampden-Sydney College, who shall have perpetual succession and a common seal; and that they and their successors shall be vested with full and complete authority for the management of the business and affairs of the corporation, without members, according to applicable provisions of the Laws of the Commonwealth of Virginia, and these Articles of Incorporation. The term of office shall be five years.

When any vacancies shall occur in the office of Trustee, whether by reason of the expiration of a term or otherwise, Trustees in their succession shall be elected by those Trustees then in office.

The President of the College shall be designated a Trustee ex-officio.