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1893 (Jan-June) Board of Managers Minutes
Meeting Minutes, Jan. 10, 1893-June 9, 1893
Maryland Historical Society Woman's Literary Club of Baltimore Collection, MS988, Box 3, Book 6
Woman's Literary Club of Baltimore.
The Recording Secretary must record by way of Preface that while she has wished to have her reports adopted and approved by the whole Board of Management, the reading of them to the Board has sometimes in the press of business and of time been omitted, and she has simply recorded here the best account of the business transacted that she could make, conscientiously, from notes taken at the meetings of the Board,--on the occasions when they have not been so regularly read and adopted. She may have recorded more than necessary, but it was in the endeavor to do faithful work.
Lydia Crane. Recording Secretary for 1893.
Board of Management:
Woman's Literary Club of Baltimore
1st Meeting of 1893.
Board of Management Meeting.
The Board of Management of the Woman's Literary Club of Baltimore met, according to the provision of the Constitution, on the first Tuesday in January--January 3rd, 1893,--for the consideration of the names of those persons proposed as new members in the Club.
The Recording Secretary being absent--on account of death in her family--and no names having been sent to her, and none to any other member of the Board of Management, the business was unavoidably postponed. On motion, the Board then adjourned until January 10th, 1893.
2nd Meeting of 1893.
The Board of Management of the Woman's Literary Club of Baltimore met January 10th, 1893 at 2:15 P.M., at No. 12 East Centre Street, for the consideration of names proposed
for membership, in pursuance of adjournment.
The Recording Secretary being absent the Notes were kindly taken by the Corresponding Secretary.
Seven members were present.
The First Vice President presided.
Mrs. Johnson proposed that hereafter all new names must be submitted for consideration two weeks or more before the date appointed for the decision of the Board. This was approved.
Miss Haughton then read the "Requirements of Members", from Article IV of the Constitution.
The following names were then submitted to the Board, and approved:
Miss Rust. Proposed by Mrs. Tutwiler.
Seconded by Mrs. Turnbull.
Miss Comins. Proposed by Mrs. Bullock.
Seconded by Miss Haughton.
Miss Cenas. Proposed by Miss Haughton.
Seconded by Miss Grace.
Miss Wilmer. Proposed by Miss Haughton.
Seconded by Miss Cloud.
Miss Geroge. Proposed by Miss Malloy.
Seconded by Miss Haughton.
Mrs. Morris. Proposed by Miss Haughton.
Seconded by Mrs. Whiteock.
Mrs. Frederick Tyson. Proposed by Mrs. Haman.
Seconded by Miss Grace.
The Board of Management then decided to extend Honoarary Membership in the Club to Mrs. Florence Earle Coates the author. Her name was proposed by Mrs. Turnbull, and approved.
Miss Haughton then showed samples of linings for window curtains in the new rooms we are expecting to soon occupy; and also asked an appropriation for buying a tea-kettle.
The meeting adjourned.
January 14th, 1893.
A special meeting of the Board of Management of the Woman's Literary Club of Baltimore was called, and was held on Saturday, January 14th at No. 12 East Centre Street for the consideration of a letter received by the First Vice-President.
Ten members were present.
The letter was read to the Board.
It was written by our fellow member, Miss Adams, and was in reference to the names proposed for membership on the preceding Tuesday, and voted upon favorably or infavorably, by the Board of Management.
After some discussion, it was voted that a written reply be sent to this letter; this reply, to be signed by the First Vice-President. This reply was then formed by Mrs. Sioussat.
After further discussion, a committee consisting of Mrs. Sioussat and Mrs. Johnson was appointed to wait upon Miss Adams with the reply.
Miss Ridgely then questioned the legality of the election of members at the late Executive Meeting on January 10th,--the second Tuesday in the month,--the date of the meeting for such election being fixed in the Constitution for the first Tuesday in January.
It was then moved that legal advice be obtained on this point prior to further consideration of the matter by the Board of Management on January 17th. This motion was seconded, and carried.
Mrs. Johnson and Miss Ridgely were appointed the committee on this affair,--each to consult a lawyer before January 17th.
The meeting adjourned.
Meeting of January 17th.
The Board of Management of the Woman's Literay Club of Baltimore met on Tuesday afternoon, January 17th, 1893, at No. 12 East Centre Street.
There were eleven members present.
The President Mrs. Turnbull presided.
The President proposed a resolution that out proceedings in Executive Meetings should be considered strictly confidential. She thought each member would feel in honor bound not to speak outside of the Executive Board of anything done in Executive meetings. To prevent the possibility of mistakes she asked the unanimous consent of the Board to this resolution for the entirely confidential character of our proceedings in the Board meetings. The resolution was seconded by Mrs. Sioussat, and adopted.
The President then read the the book of Mrs. Olive Thorne Miller, "The Woman's Club", some excellent rules on this subject.
Some discussion arose on the powers of the Board of Management. Miss Ridgeley called out attention to the statement that the whole Club, as well as the Constitution is superior to the Board of Management.
With regards to changes in our Constitution, reference was made to Article VII Section 2 of that document on By-Laws and changes.
The discussion was resumed from the former meeting on the question: "Whether the change of the time of meeting for voting on the names of new members was a change in, or violation of the Constitution?
The President referred to Cushing's Parliamentary Law "On the Dispensing with Rules by General Consent". The point was made that at the full meeting of the Club, on January 3rd, the proposed change of time was announced and the reason given; which was: that no new names had been formally received for membership--for well understoon reasons; though several had been undoubtedly expected, having been mentioned by several of our members. The Club having then made no objection, was supposed to have consented to the postponement of the consideration of names of new members.
Miss Ridgely said she thought the Club could not so consent to do this, which she considered a
change in the Constitution.
The President thought there was no real change.
Miss Szold said there was no special provision in the Constitution against the action taken.
The President thought the second meeting was in pursuance of an adjournment of the first one,--to meet again for the completion of unfinished business. We were reminded that, last Spring, a Salon day had been changed, without objection.
The Report of the Committee to ask for legal advice on the subject under discussion was now called for.
The Committee, Mrs. Johnson and Miss Ridgely had consulted four lawyers, and Mrs. Johnson proceeded to read their replies.
[These letters are so important that the Secretary has thought best to copy and preserve them for the benefit of the Club in the future.]
The first letter was that of Colonel Marshall--which had just been received by Miss Ridgely:
"Glenn Building, 12 St. Paul St.
Baltimore Md, January 17, 1893.
"Mrs. Wm. Woolsey Johnson and Miss Ridgely:--
"I have considered the ques-
tions submitted by you this morning, and have come to the conclusion that, as the Constitution of the 'Woman's Literary Club of Baltimore now stands, the meeting of the Board of Management for the approval of new members, must be held on the two days named in Art. IV, Sec.7 of the Constitution. I have no doubt that if the Board should begin to consider names submitted to it upon either of the days appointed for that purpose, and was unable to complete the business of that day, it could adjourn from day to day in order to complete the work. But in the case submitted, the work was not begun on the day appointed by the Constitution, but the meeting was adjourned to a subsequent day, at which the business of approving new members was taken up. This I think is not authorized by the Constitution.
"In the case of a regularly incorporated body, the law generally provides that elections and other acts, required to be performed on a designated day, may be performed on a subsequent day, which is a recognition of the fact that with-
out such express authority, such elections etc., could not be held except on the appointed day. There is no such provision in your Constitution, and I think that action on the approval of new members by the Board, can only be validly taken on the two days designated in Section 7, Article IV, subject to the qualification that if the action be begun on a day designated, and not completed for and cause, it may be completed at an adjourned meeting. But action must be begun on one of the appointed days, and the adjourned meeting can take no new action, but can only complete what had been properly begun on the day legally designated.
"With great respect
"Your Ob't Ser'v't,
After some discussion it was agreed to pass on to the letter of Judge Phelps.
Mrs. Johnson's letter to Judge Phelps giving the points on which legal opinions were requested was also read to us; and as it is important--having, as we understood, been similar to those sent to the other lawyers consulted by
her--it may be well to preserve it.
"Judge Charles E. Phelps,--
"I have been requested as a member of a Committee of the Board of Management of the Woman's Literary Club to obtain the opinion of gentlemen familiar with such matters, on the following points.
The Constitution of the Club directs that, "The Meeting of the Board for the approval of new members shall be held twice a year, on the first Tuesday in May and the first Tuesday and January".
"On the first Tuesday in January, owing to the death in the family of the Secretary, the list of names was not presented, and the Board, with whom the election rests, postponed action to a special Meeting, called for the purpose, the following week.
"At that Meeting action was taken.
"It has since been doubted whether the Constitutional requirement to take action at a specified time was complied with in this case, and whether action on the succeed-
ing Tuesday is not invalid.
"As your name was suggested by several members of the Board, I take the liberty of addressing you, hoping you will be so kind as to give me a reply by Tuesday morning.
Very respectfully yours,
L. L. Johnson.
32 East Preston St.
January 15th, 1893.
Judge Phelps's Reply.
No. 1 (Thirteenth) St. West
"Baltimore 15 January 1893
"Mrs. L. L. Johnson.
In reply to your esteemed favor of the 15th instant, I have the honor to say:--
"That the "special meeting" called for the week following the stated meeting on the first Tuesday in January may be fairly considered in substance, if not in form, merely an adjournement, in good faith, and for due cause, of the stated meeting; and consequently, the action taken at such adjourned meeting would, in my opinion, be a substantial
compliance with the Constitutional provision.
"C. E. Phelps."
Mr. Thomas J. Hodson's Reply,
"Baltimore January 15. 1893.
"Your letter of today is just received and I reply with great pleasure.
"The provision of your Constitution of which you speak, is in my opinion merely directory and not mandatory. If so, then the election a week afterwards is perfectly good as a compliance with it.
"If I am mistaken and the provision is mandatory, then in that case if the action of the Committee or Board of Management was acted on by the members at the meeting on the first Tuesday in January and endorsed by them then the action of the special meeting is still a compliance with the Constitution in this respect.
"Your letter is not clear as to how and when the special meeting was called. If however it was the action
of the members and taken as soon after the first Tuesday in January as practicable, I have no doubt of its entire legality.
"I remain "Yours very truly
"Thomas J. Hodson."
From Mr. Nicholas Brewer's Letter,--all that related to the business on hand.
"The question you proposed could be more satisfactorily answered if I had before me your entire rules. In most deliberative bodies it has been found necessary to make provision for the suspension on rules in cases of emergencies. This generally requires a vote of two thirds of the members present. If there is no such provision in your Constitution, the practice where a certain act is required to be done on a certain day, and something occurs to prevent its being done, is to adjourn the meeting to a certain day, and when it re-assembles, on that day, it is considered in law a continuation of the original meeting. If the proceedings of the original meeting have not been recorded it would be in order for
some member to move that the proceedings of the meeting of the first Tuesday in January be corrected to read as follows: "On motion the Board then adjourned to re-assemble on the -- day of January, at etc." Then in the same way correct the proceedings of the second meeting as follows: "The Board reassembled in the pursuance of adjournment." These corrections I think would be perfectly allowable, and if they can be made unanimously, all the better.
"When the election was postponed to a certain day, it was the intention that a legal election should be held at that time, and it may be lawfully assumed that such an adjournment was intended, as would make it a lawful election. Or you may use the word "valid" where I have above written the words "legal" and "lawful".
"I think however that the postponement of the election to a certain day was equivalent to an adjournment to that day.
"The correction of the minutes by a unanimous vote, would place the matter beyond all [?] or doubt.
Some discussion followed the reading of these letters. A vote on the correction of the Minutes was proposed by the President.
Miss Ridgely proposed that the action of the Board in postponing the election should stand on this special occasion, but that more care should be exercised in future in this respect. This amendment was not adopted.
Mrs. Johnson made the motion that the meeting held on the second Tuesday in January be considered Constitutional, and shall stand as an adjourned meeting, and be so recorded by correction of the minutes. It was carried,--with one dissenting vote. Miss Ridgely explained that she did not consider the action Constitutional.
The President said she thought we had escaped a great danger. The consequences of seeming to fail to consider the names of new members at the beginning of the year might have been serious. It might not have been recognized that death in the family of the Recording Secretary and illness in that of the President had caused an unusual irregularity and delay in the affairs of the Club.
A vote of thanks was given to Mrs. Johnson and to Miss Ridgely for the thoroughness of their action with regard to taking legal advice.
A note was received from a member of the Club objecting to one of the names voted for as a new member on the second Tuesday in January, and asking for a reconsideration of the vote on that name. It was voted to lay this note on the table, for the present, and to omit the reading of the name is question at the meeting of the Club about to be held.
Mrs. Johnson and Mrs. Sioussat, the Committee appointed to visit Miss Adams, with regard to her not of objections sent to the Board of Management, and considered in the special meeting of January 14th, reported that their interview with her had been a very pleasant one;--that her own [?] would probably suggest her taking no further action with regard to the subject on which she had written to Miss Haughton; and that she apparently realized that nothing more was to be done in that matter.
Thanks were returned to the three ladies who have done most for us in this matter. To one of them--Miss
Haughton--the President especially gave her thanks for having filled her place for some weeks with satisfactory results.
The meeting adjourned.
Meeting of January 24th.
The Board of Management of the Woman's Literary Club of Baltimore met on January 24th, at No. 12 East Centre Street; with ten members present:--the President, two Vice-Presidents, two Secretaries, Treasurer, Mrs. Johnson, Miss Grace, Miss
and Miss Brown. Later Mrs. Colvin also arrived, making eleven members present.
Notice was given that another note had been received from the mmeber of the Club who had objected to the name of one of the proposed new members voted upon favorably by the Board on January 10th. In this latter note the objecting member said of the lady to whom she had taken exception, and whose name she had requested to have reconsidered, that she had since learned that the newly proposed member had
claims to authorship, of which she had not herself been aware, and that she withdrew her objection.
The question was discussed whether the withdrawal of this formal objection would cause the name to which objection had been made to stand as that of one elected to the membership of the Club? Mention was made of some informal objections in the same case. After further discussion, it was agreed to lay the whole matter on the table,--to be considered at the next meeting of the Board.
Changes in the Constitution were suggested,--new By-Laws, etc.,--to be proposed to, and voted upon by the Club.
Mrs. Johnson suggested a preliminary meeting of the Board of Management, to consider the names proposed a month before the election of new members.
The President, after some discussion had taken place, reminded us that our literary work was paramount to everything else in the Club; and that it ought not to be ever unnecessarily interfered with by other matters.
We were requested to give careful consideration--individually--to the subjects discussed at this meeting, before next Tuesday.
The meeting adjourned.
Meeting of January 31st, 1893
[No regular notes seem to have been taken of the meeting of January 31st, 1893.]
The Recording Secretary was absent from the meeting.
She was only officially informed that the Board decided to stand by its action of the meeting of January 10th, in the approval of seven of the names proposed for membership on that day. The names therefore of Miss Cenas, Miss George, Mrs. Morris, Miss Rust, Mrs. Tyson and Miss Wilmer were ordered to be read at the general meeting about to be held, as those of members duly elected.
The Board of Management of the Woman's Literary Club of Baltimore met on February 7th, 1893, at No. 12 East Centre Street, with nine members present.
The President called the meeting to order; and reminded us of the suggestion, made at a former meeting, of a tax or loan upon or by the members of the Club, of an extra three dollars, to meet the expenses of furnishing our new rooms.
Some discussion was carried on as to what was absolutely necessary now, and what could be left out, or at least, deferred.
Wall-paper, carpet and curtains having been already decided upon, to be ordered: with regard to chairs and book-cases, no decision was reached.
It was suggested to ask for a definite sum from the Club.
It was also said that the dues for the coming half-year were "owing today", and that it would be better, on every account, to let them come in, before asking anything else from our members.
The whole subject was then deferred.
The Treasurer asked instructions
with regard to paying our fees as honorary members of the Academy of Sciences;--and was instructed to pay them at once.
A suggestion was made that there should be a fixed date for paying these dues;--which met the approbation of all present.
It was stated that the building into which we were about to move was not yet ready for our occupancy.
The hour of the Literary meeting being at hand, the Executive meeting adjourned.
Special Executive Meeting, February 15th.
The Board of Management of the Woman's Literary Club of Baltimore met on Wednesday afternoon, February 15th, 1893, at the Building on the corner of Franklin and Cathedral Streets. There were nine members present;--the President, two vice Presidents, two Secretaries, Mrs. Johnson, Miss Grace, Miss Szold and Miss Brown.
A carpet was chosen,--to cost one hundred dollars,--;and the order for it given.
A Committee was appointed to attend to the purchase of bookcases;--also
to consider the purchase of a table, a lamp, and a rug for the platform in the room in which our meetings are in future, to be held.
Estimates of expenses were read to the Board; and approved.
The question of buying or hiring chairs was also discussed by the members of the Board.
Some arrangements for the next two meetings were announced.--
The members informally inspected the rooms we expect to occupy in the future.
Board of Management Meeting.
May 2nd, 1893.
The Board of Management of the Woman's Literary Club of Baltimore met on Tuesday, May 2nd, in their Committee Room in the building at the corner of Franklin and Cathedral Streets. The whole twelve members of the Board were present at this meeting. Mrs. Turnbull, the President was in the chair.
The President called attention to the business appointed to the Constitution of the Club to be transacted each year at the meeting of the first Tuesday in May; namely,--the election of new members to the Club.
Mrs. Johnson spoke of the necessity of careful consideration in this matter of electing new members. She also reminded us of the decision, by legal authority, that a meeting held on the second Tuesday in May, in pursuance of adjournment from the first Tuesday in that month, could hold or complete the election for new members. She spoke of the propriety of having a meeting of
the Board of Management, especially for the consideration of new names presented to us, before the meeting in which the vote is taken on them. Some little discussion arose on this point.
Later in the meeting the question arose whether applicants for membership who seemed to be seeking the advancement of their own personal interest in joining the Club, were to be considered desirable members. Some of the members of the Board,--while of course condemning any unworthy use of the advantages of our membership,--still thought, that if really literary women, unobjectionable in themselves, will give us good literary work, we can afford not to inquire too strictly unto their motives for wishing to enter our Club.
The President read to us the Articles of our Constitution on the admission of new members.
After some further interchange of views, Miss Lzold moved that we should abide by the letter of the Constitution, as nearly as possible this afternoon; and, if we found ourselves unable to finish all the business before us, we could adjourn un-
til next Tuesday. Mrs. Colvin seconded this motion,--and it was carried.
Nine names were proposed, of whom Miss Mary D. Davis,--Mrs. Bertha Hall Aherns,--Mrs. R. K. Cautley and Mrs. Sidney Turner received all the votes of the Board; Mrs. R. M. Wiley and Mrs. Henry J. Dudesluys received no negative votes; these names--two for resident and one for non-resident membership received the required number of votes of the Board; and the whole number of nine names were ordered to be read for the approval of the Club at the public meeting about to be held. The meeting adjourned.
Board of Management Meeting.
Tuesday May 9th, 1893.
The Board of Management of the Woman's Literary Club of Baltimore held a meeting on Tuesday, May 9th, 1893, at the corner of Franklin and Cathedral Streets. There were present at the whole meeting ten members; and, at the adjournment, eleven members of the Board.
Mrs. Turnbull, the President, was in the chair.
After the reading of the Minutes of the last Board of Management meeting, it was announced that two of the names voted upon on the previous Tuesday as those of new members had been withdrawn by their proposers.
Objection was also made to another name also voted upon at our last Executive meeting; on the ground that neither the proposer nor the endorser of the young lady desiring membership was at all acquainted with her; and that she was virtually proposed to us by one not a member of the Club,--not even a resident of Baltimore. The question was also discussed, of the undesirability of admitting as a member anyone who evidently sought to join our Club for her own profit and advantage. The generally expressed opinion was;--that, while not inquiring with unnecessary minuteness into the motives of really eligible candidates for admission, it is of very great importance to maintain a high standard of membership in the Club.
The Board reconsidered its action on the name of the young lady proposed for non-resident mem-
bership. A vote was taken, by which her nomination failed to be confirmed.
The six names remaining, which had met with no objections, were ordered to be read at the full meeting of the Club about to be held.
The President then spoke of the Anniversary Meeting mentioned in our By Laws as the occasion on which our president shall make a Report to the Club. At this time also the whole work of the year had been reviewed, and the president had made her Annual Address to the Club. But, she reminded us that no special day for the Anniversary Meeting, nor for this Report and Address had been appointed. It was proposed that the last Salon of the year should be the meeting at which these important exercises should take place. It seemed to be the general opinion that the choice of this meeting was a highly appropriate one.
But the question was raised of its constitutionality, or regularity, as there might at some time be an out-going president and an in-coming one, at the
last Salon of the year. It was suggested that, as a matter of courtesy, an in-coming president could invite an out-going president to make her report and address on this occasion. Some precedents were quoted, and it was said that the anniversary day really belonged to the year that was passed; also, that we could certainly rely on the courtesy of an in-coming president in this matter.
After some discussion, Mrs. Sioussat moved that our Anniversary Day shall be consolidated with the last Salon of the year. This was seconded by Miss Cloud, carried by eight votes in favor to two against it.
It was proposed to have another Executive Meeting next Tuesday.
The Executive meeting adjourned.
Board of Management Meeting.
May 16th, 1893.
The Board of Management of the Woman's Literary Club of Baltimore met on May 16, in the Club Committee Room at the corner of Cathe-
dral and Franklin Streets; with the attendance of ten members.
It was moved and carried, that the meeting of the next Tuesday, being that of our annual Election of all of the officers of the Club, should begin at three o'clock instead of half past three.
Mrs. Johnson then proposed a Scheme for the conduct of the Annual Election of all the officers of the Club. Some discussion followed, and amendments were offered. The Scheme, as finally decided upon, was as follows.
"A Judge of Election to be appointed to conduct the business of the Election.
"Three Tellers to be chosen by the Judge of Election.
"One Teller to hold and give to the other Tellers, for distribution, blanks corresponding to the number of persons present, no more, no less.
"Colored blanks shall be distributed by the Tellers, on which each member is requested to make one nomination for the Presidency.
"These blanks shall be collected, and must correspond to the number of members present.
"All names receiving five (5) nominations will be considered as Candidates. These names shall be written on the black-board, with the number of nominations each received.
"White blanks shall then be distributed, and members shall vote for President, and the Candidate receiving a majority of the votes cast shall be declared elected. If no Candidate receives a majority on the first ballot, other ballots shall be cast until an election is made.
"The other officers to be nominated, and voted for, in the same manner as for the President.--with the exception of the Corresponding Secretary, who is nominated by the President, and voted for by the Club."
An Amendment was then moved and carried, that:
"Door-keepers shall be appointed to see that only members of the Club shall be admitted while the Election shall be in progress."
The question of voting by proxy, or by letter was then discussed. Mrs. Johnson's motion to forbid
such voting resulted in a tie vote;--consequently the voting of the Absentees will continue--for this election.
But the decision was made that:
"Voting by letter shall be done by sealed notes, sent by mail, and with the signature of the voter.
The question then arose whether the President for the past year should preside over the meeting at which new officers are to be elected? This seemed to some of members to come within the clause of our Constitution ordering that officers shall continue in office until their successors are elected.
The motion was made that the President for the past year shall preside over the meeting for the election of officers,--and received favorable action.
The question of the formation of the Committees for the coming year was brought forward, and a motion was made that their selection should be left to the in-coming President. This motion was lost.
The meeting adjourned.
Special Board of Management Meeting.
June 9th, 1893.
The Board of Management of the Woman's Literary Club of Baltimore met on Tuesday afternoon, June 9th, 1893, in their Committee Room at the corner of Cathedral and Franklin Streets.
Miss Brent, the President was in the chair; and seven other members attended the meeting;--Miss Haughton, Miss Crane, Miss Brown, Miss Lzold, Miss Grace, Mrs. Dammann and Mrs. Bullock,--the last named having been detained, arrived a short time before the adjournment.
The President announced that we had met for the purpose of considering the question of paying for the frame of the portrait of our retiring President, Mrs. Turnbull;--the portrait itself having been presented to the Club by our fellow member, Miss Adams, whose work it was.
Comments and conversation followed; and a friendly discussion, with regard to the importance of setting--or not setting--precedents for incurring unusual expenses.
The price asked for the frame was $50, (fifty dollars.) ($42)
It was finally voted that, on this
occasion, it being understood that Miss Adams had already paid for the frame, expecting to be reimbursed by the Club, the money should be paid out of the treasury; and the Treasurer was so instructed.*
Further discussion and interchange of views, on the expenses and the material and household affairs of the Club, occupied some time, until the meeting adjourned.
[END OF SEASON]