Articles of Agreement for the Kirtland Safety Society Anti-Banking Company, 2 January 1837
Articles of Agreement for the Kirtland Safety Society Anti-Banking Company, , Geauga Co., OH, 2 Jan. 1837. Featured version published in “Articles of Agreement,” Latter Day Saints’ Messenger and Advocate, Jan. 1837, 3:441–443. For more complete source information, see the source note for Letter to Oliver Cowdery, Dec. 1834.
On 2 January 1837, officers and JS, along with the society’s directors, met with stockholders in , Ohio, to replace their November 1836 constitution with new articles of agreement to govern the society. Because only the legislature could grant banking privileges, those interested in establishing a bank were required to petition the legislature for an act of incorporation, also known as a charter. had been assigned in November 1836 to find a politician to present the society’s petition for a charter, but the only petition on record was not presented to the Ohio senate until 10 February 1837. When the society met on 2 January, it was uncertain whether the Democratic majority (with its aversion to private banking and paper currency) in the state legislature would approve a charter for the Kirtland Safety Society. The articles of agreement featured here were created to allow the society to act as an unincorporated bank, which they called an “anti-banking company” but which may have functioned as a joint-stock company. Despite this restructuring, the society continued to seek a banking charter after 2 January and continued to conduct banking services.
In drafting this new document, the authors reused many of the original articles from the 2 November 1836 constitution, though they also made changes, such as adding a new introduction and changing the terminology used in the text. Banking-specific terminology was replaced with generic business terms; for instance, references to the “bank” were changed to “company” and “stockholders” became “managers.” New articles were also added, including one that addressed the wording to be used for promissory notes made to the society. The officers may have received legal counsel in the process of drafting new articles of agreement, as reported by one contemporary observer. As had perhaps been the case with the original constitution, they may have also relied on their general knowledge of business and legal structures, supplemented by the language found in legal handbooks of the time. Footnotes to the text presented here identify substantive differences between the articles of the November 1836 constitution and those of the January 1837 articles of agreement.
The articles of agreement were printed in the January 1837 issue of the Messenger and Advocate, with a postscript by JS that asked members of the church to invest in the Kirtland Safety Society. JS’s quotations from the book of Isaiah suggest he envisioned a spiritual purpose for the Kirtland Safety Society in conjunction with its temporal benefits. The establishment of the Safety Society was tied to JS’s goals of developing into a large city and gathering the Saints there. JS and others may have had ambitious hopes that by developing Kirtland, and especially the Safety Society, funds could be raised for the church and for the redemption of .
The articles of agreement featured here were also reprinted in newspapers in and , Ohio. The March 1837 issue of the Messenger and Advocate published a slightly different version of these articles of agreement, along with the names of 187 individuals who identified themselves as stockholders. The version of the articles of agreement published in March 1837 reintroduced banking terminology that was altered in the text featured here. It also called the institution the “Kirtland Safety Society Banking Company,” and other records vary in usage of “anti-banking company” and “banking company.”
Ohio State Journal and Columbus Gazette. Columbus. 1825–1837.
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.
Webster’s 1828 dictionary defines society as “any number of persons associated for a particular purpose, whether incorporated by law, or only united by articles of agreement; a fraternity.” The articles of agreement served to bind the stockholders together in place of legal incorporation. For more information on the Safety Society possibly functioning as a joint-stock company, see Walker, “Kirtland Safety Society and the Fraud of Grandison Newell,” 44–48. (“Society,” in American Dictionary.)
An American Dictionary of the English Language: Intended to Exhibit, I. the Origin, Affinities and Primary Signification of English Words, as far as They Have Been Ascertained. . . . Edited by Noah Webster. New York: S. Converse, 1828.
“Minutes of a Meeting,” LDS Messenger and Advocate, Mar. 1837, 3:475–477. Terminology such as the titles of president, cashier, and directors were reintroduced, replacing the neutral language in the version of the articles of agreement featured here. This may have resulted from the decision of the society’s officers by March 1837 to operate the society more explicitly in the style of a bank rather than a company.
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]
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.
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.
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.
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.)