THESE ARTICLES OF INCORPORATION, made and entered into this July 24, 1930, by and between J.L. Harman, W.S. Ashby, J. Murray Hill, L.T. Dickey and W.S. Fuqua, all of the city of Bowling Green, Warren County, Kentucky:
1. The name of this corporation shall be, “Bowling Green Business University,” and its principal office and place of business shall be located in the City of Bowling Green, Kentucky.
2. The purpose and object of this corporation shall be to acquire and operate educational institutions in which persons may be taught while in residence, through extension courses, or by correspondence such branches of useful and practical knowledge as shall fit them for occupations requiring applied knowledge in commerce, and in the arts and sciences; and to grant degrees, diplomas, and certificates; to sell stationery, school supplies and materials; to own, operate, and manage dormitories, restaurants and recreational activities, and the equipment incident thereto, and in conjunction therewith to own and operate a farm or farms; to do all things necessary, suitable and profitable to carry out any of the objects above set out, and particularly this corporation shall have the power to conduct and operate a business school or university under the title of “Bowling Green College of Commerce.
It shall have the power and authority through its Board of Directors, hereinafter provided for, to select managers of such schools and the members of the faculties thereof, such managers or members of such faculties to conduct and operate such schools as separate and distinct institutions, making separate reports and granting separate degrees, diplomas or certificates, which shall be, however, in all instances, approved by the officers of this corporation.
3. The capital stock of this corporation shall be, in amount, the sum of two hundred thousand dollars ($200.00) [sic], divided into two classes, Preferred and Common. The amount of the Preferred shall be forty thousand dollars ($40,000), divided into four hundred shares of the par value of one hundred dollars ($100.00) each. The amount of the Common stock shall be one hundred and sixty thousand dollars ($160,000), divided into sixteen hundred shares of par value of one hundred dollars ($100) each. The preferred stock shall be entitled to receive dividends out of net earnings at the rate of six per cent (6%) per annum, payable semi-annually on the first days of July and January each year, or upon such other dates as may be determined by the Board of Directors. Such preferred stock dividend shall be further entitled to a dividend, after payment of the aforementioned six per cent per annum, payable semi-annually as follows:
After the common stock has been paid a dividend in any one fiscal year aggregating eight per cent (8%) per annum, the Preferred and Common stock shall, out of the net earnings remaining, share equally in all dividends that may be declared; that is to say, each share of stock, whether Preferred or Common, shall be entitled to receive the same dividend. No dividend shall be declared except out of net earnings. The preferred stock shall not be entitled to vote at any meeting of stockholders for the election of directors, or to participate in the management of the corporation. All such powers shall be exercised, exclusively by the holders of the common stock.
4. The names and addresses of each of the stockholders and the number of shares subscribed by each are as follows:
J.L. Harman – 1414 College Street, Bowling Green, Kentucky, 280 shares
W.S. Ashby – 1253 State Street, Bowling Green, Kentucky, 280 shares
J. Murray Hill – 628 Main Street, Bowling Green, Kentucky, 280 shares
L.T. Dickey – 1142 College Street, Bowling Green, Kentucky, 136 shares
W.S. Fuqua – 912 Elm Street, Bowling Green, Kentucky, 24 shares
5. This corporation shall commence its existence on August 1, 1930, and shall continue for a period of ninety-nine (99) years.
6. The affairs of this corporation shall be conducted by a board of three directors, chosen as hereinafter set out, and by three officers, all of whom shall be elected by the board of directors, to-wit: a president and vice president, and a secretary-treasurer. Each director shall own in his own right not less than two hundred and fifty (250) shares of the Common stock of the corporation and shall hold office until his successor is respectively elected and qualified, and the majority shall constitute a quorum for the transaction of business. All elections [of] directors shall be by a ballot and shall be held at the chief office of the corporation in Bowling Green, Kentucky, and in the first instance the directors may be elected at a meeting held before the corporation is authorized to commence business, and shall be elected as early a date thereafter in any event as possible, and thereafter at an annual meeting of the stockholders to be held on a day fixed in the by-laws, and which shall not be changed within sixty days next before the day on which the election is to be held, a notice of any such change shall be given to each stockholder twenty days before the election is held; and if for any cause an election is not held on the day named in the by-laws, a special meeting for that purpose shall be called within thirty days thereafter, of which due notice shall be given to each stockholder in person, or by letter mailed to his last known address. A stockholder may vote at any meeting by proxy, in writing signed by him and attested in such manner as the by-laws may prescribe; and a vacancy in the Board of Directors shall be filled by the Board, and the directors so appointed shall hold office until the next annual election. The directors shall be elected by the shareholders of the common stock; each commons stockholder shall have the right to cast as many votes in the aggregate as he shall be entitled to vote, multiplied by the number of directors to be elected at such election and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.
7. As soon as the Board of Directors shall be chosen as required by these articles, then such board shall convene and elect the officers of the corporation as set out above and may fix their salaries, and thereafter upon each annual election of directors, the board shall convene and elect the officers of the corporation and fix their salaries, such officers therefore to hold until the next annual meeting of the Board of Directors or until their successors are duly chosen and qualified.
8. The highest amount of indebtedness which this corporation may at any time incur shall be thirty thousand dollars ($30,000).
9. The private property of the stockholders shall not be subject to the payment of corporate debts.
10. The original issue stock of the corporation, after issuing the stock subscribed for in these articles, shall be sold only with the approval of all members of the Board of Directors.
11. The certificate of incorporation shall be changed or amended only upon a three-fourths vote of the common stockholders.
In witness whereof the above named have signed their names this July, 1930.
J.L. Harman, W.S. Ashby, J. Murray Hill, L.T. Dickey, W.S. Fuqua
Warren County, Kentucky. Articles of Incorporation Book 3, pages 37-39.
Bowling Green Business University