"Proclaimers of God's Kingdom"
Examining the History of Jehovah's Witnesses
Below is a document that will be of interest to all
interested in the events of 1917 following the death of Pastor Charles Taze Russell. For
those who may question the validity of this document, we offer scanned
copies of the original pages. And for those who may question that the scans are fake
and that such a letter never existed, we supply a scan copy of the Januray 1, 1918
Watch Tower, where Vice President A.N. Pierson, mentions the letter.
_______________________________________
THE FOLLOWING WILL BE OF SPECIAL
INTEREST
Crowell, Conn., July 26, 1917
Mr. A. I. Ritchie,
My dear Brother Ritchie:
I thank you for your favor of the 21st, received last Monday.
meanwhile I have been waiting on the Lord to know what to say in reply. After reading the
letter, the words of the Psalmist came to my mind, recurring many times since: "The
meek will He guide in judgment; and the meek will He teach His way." Consequently I
have taken time to make this reply:
On entering the meeting room at the Bethel a week ago last
Tuesday morning I was very much surprised to find that Brother Rutherford had appointed a
new Board, and so expressed myself to those present. Presently we heard the reading of a
letter from a Philadelphia law firm, in which were set forth the facts mentioned in the
resolution read before the Bethel Family, viz., that the board of Directors, as
constituted, was not a legal one, therefore its members were not legally directors.
Thereupon I expressed the thought that if these brethren were not legally members of the
Board of Directors -- which position some of them had held for many years in the eyes of
the friends in general -- then the fact remains that the Watch Tower Bible and Tract
Society has never had a legal Board. To this Brother Rutherford assented. I further stated
that if it was true that the Society's business had been carried on for so many years in a
manner not entirely in harmony with the requirements of the law, it surely could be
continued in the same way for a few more months, until another annual meeting. This was
not a motion, but merely a criticism or suggestion, upon which no action was taken.
When the Committee which had drawn up the resolution
presented it to me. I told them frankly that, while I had nothing whatever against the
Brethren chosen, I did object to the appointment of a new Board. After hearing the
discussion by the different brethren, including Brother McGee's summing up the articles of
the charter, I came to the conclusion that the statements concerning the legal standing of
the members of three, who had been elected as the Society's officers by the shareholders,
would have the same standing so far as membership in the Board of Directors is concerned.
While the charter, as published in the little blue covered booklet we receive, makes no
provision for the selection of the members of the Board of Directors and specifies that
"the members of the Board of Directors shall hold their respective offices for life,
unless removed by a two-thirds' vote of the shareholders."
You ask why I signed the resolution that was so detrimental
to yourself and the other brethren. I felt that there was a measure of wrong on both
sides. Some of you brethren had made statements at Philadelphia and other places which
called for an explanation, and a letter of some kind was due the friends who asked for
such an explanation. This resolution was drawn up by a committee, whose original intention
was to have it published, to which I objected. While I admire Brother Rutherford's ability
and his wisdom in settling many difficult questions for the Society, and while I fully
believe that it is the Lord's will that he should be our President, yet I cannot approve
of some things he did in connection with this matter.
One of my principal weaknesses, as far as I know myself, is
that it is very hard for me to say "No," especially to brethren I love as much
as I do all the members of the Board, including the brethren newly appointed; in fact, all
who are truly the Lord's. When signing the resolution, I had strong hopes that
reconciliation might be made between the two parties who differed, and that neither
publication of the resolution nor any other publication from either side might be
necessary. Before I signed, however a number of statements to which I objected were
stricken out. After being thus modified, it was further agreed that copies of this
resolution should be set only to Classes and brethren that had heard of the trouble and
requested an explanation. I held out for some hours against a thing I did not believe in,
but since the brethren had changed it, eliminating some objectionable paragraphs, and
agreeing to send it only to inquiring friends, I finally signed, as a compromise.
When our Secretary showed me a copy of the resolution which
had been sent to the Class, I could not help but think that it had been sent far and wide
to all Classes; and I felt that I had not taken the proper course in signing even after it
had been amended. Now that I have reason to believe a general circulation of this
resolution has been made, I want to assure you that had I foreseen this I should never had
signed the paper. I feel that this had done you four brethren a decided injury, because,
in my opinion, none of you has any desire to do any harm to the Society or bring about a
division, but that you simply differ with Brother Rutherford about the control of the
Society; that it is your desire to stand by the charter and the principles of Brother
Russell, which recognize the Board of Directors as having the power of control. I have not
concluded to take a firmer stand for what I believe is the right, viz., that the
appointment of the new members to take the place of the four who were not legally members
according to the decision of the Philadelphia law firm was not the proper course, and will
therefore stand by the old Board.
A copy of this letter goes to Brother Rutherford.
With much Christian love, as ever,
Your brother in Christ,
A. N. PIERSON
P. S. You have my permission to make such use of this letter
as you may deem wise.
DAVIES, AUERBACH & CORNELL
MUTUAL LIFE BUILDING, 34 NASSAU
STREET
JULIEN T. DAVIES
JOSEPH S. AUERBACH
EDWARD CORNELL
CHARLES E. HOTCHKISS
BRAINARD TOLLES
CHARLES H. TUTTLE
NICHOLAS F. LENSSEN
WARNER B. MATTESON
New York, July 23, 1917.
Gentlemen:
You have requested our opinion concerning your present title
to office as Directors of the Watch Tower Bible and Tract Society, and concerning the
views as to the law expressed by Mr. Rutherford in his "Statements of Facts and
Points," a copy of which you have received.
As to the proposition which is so much emphasized in Mr.
Rutherford's "Statements" that even if his course of conduce in ousting, as he
claims, you four gentleman, a majority of the Board, from your Directorships, was wrongful
and in violation of law, the matter cannot be redressed in the New York courts, it is
enough to point out that he, in his own statement says:
"In 1909 said Watch Tower Bible and Tract Society
removed its activities from the State of Pennsylvania to the State of New York; and since
that time it has transacted no business of consequence in the State of Pennsylvania, and
never had a meeting of its Board of Directors in said State during that time."
If this be so, it goes without saying that the courts of the
State of New York have ample jurisdiction to see to it that the affairs of the
corporation, which, according to Mr. Rutherford's own admission, are being conducted
almost entirely within the State of New York, are not taken out of the hands of a majority
of its Board of Directors and turned over to other men whom the President chooses to
appoint and regard as Directors. No lawyer familiar with the New York law would have any
difficulty in finding legal methods of preventing the usurpers from exercising control
over the affairs of the corporation in this State.
The second proposition in Mr. Rutherford's
"Statements," to-wit, that the affairs of the corporation could not be brought
before the courts in the State of New York, because it is no registered in this State,
would involve, if true, very disastrous consequences for the corporation, in view of Mr.
Rutherford's own admission that all of its affairs are being substantially transacted in
this State. If, in truth, it be an outlaw here -- if, in truth, its affairs are not under
the protection of the State of New York -- it is easy to see that the corollary of the
proposition that it is not competent to be sued in the courts of this Sate, is that for
the same reason it is not competent to sue, and that in consequence its affairs, its
disregard of the constituted Board of Directors, whose presence in office had expressed
the will of Pastor Russell and of the membership of the corporation for years.
As a matter of law, however, it is utter fallacious to say
that because the statutes of this State provide no means for registering a foreign
membership corporation, that therefore such corporation in transacting affairs here is not
subject to the courts of this State. All corporations may lawfully carry out within this
State the purposes of their charters and may exercise such powers incidental thereto as
may be fairly necessary, unless otherwise forbidden by the laws of this State; and the
requirements of the statutes of this State for registry apply only to foreign stock
corporations. (Demarest vs. Flack, 128 N. Y. 205.) That the Watch Tower Bible and Tract
Society is not a foreign stock corporation within the meaning of the statutes of this
State is shown by the following definition in Section 3 of the General Corporation Law:
"A stock corporation is a corporation having a capital
stock divided into shares, and which is authorized by law to distribute to the holders
thereof dividends or shares of the surplus profits of the corporation. A corporation is
not a stock corporation because of having issued certificates called certificates of
stock, but which are in fact merely certificates of membership, and which is not
authorized by law to distribute to its members any dividends or share of profits arising
from the operations of the corporation."
Pastor Russell, therefore, was not so ill advised as to the
law, that in conducting the affairs of the corporation in this State since 1909 (as Mr.
Rutherford himself says) he committed the mistake of placing those affairs outside of the
protection of courts of justice.
The third proposition made by Mr. Rutherford is that the
provision in the charter of the Watch Tower Bible and Tract Society, approved in 1884 and
still incorporated in the said charter, that "the members of the Board of Directors
shall hold their respective offices for life," is invalid, since the statute of the
State of Pennsylvania, providing that Directors shall be chosen annually by the
stockholders or members, is said to be applicable to this corporation. It is a little
surprising that one who for years was connected with the management of this corporation
should not have discovered this alleged illegality until after the death of Pastor
Russell, and then for the first time should bring forward a claim which is well calculated
to subvert the whole scheme of government as planned and desired by Pastor Russell, and
should use that claim to justify the possession of power in himself alone to oust a
majority of the Board of Directors and to fill their places, notwithstanding that a number
of the persons whom he thus seeks to exclude held that office for years with the
acquiescence and approval both of Pastor Russell and of the membership of the corporation.
In this connection it is significant that the charter of the Society is endorsed, as
required by Pennsylvania law, with a certificate of an Associate Judge of the Common
Please that such judge had examined the charter and found the same "to be lawful and
not injurious to the community," and that therefore the incorporators and their
associates were entitled to have leave to be a corporation for the purposes and upon the
terms therein stated.
Even if, however, an election or appointment "for
life" could not lawfully be made, your right to office would not be in any way
affected, since no successors to you have been chosen by the members of the corporation.
Assuming, for the sake of argument, that as Mr. Rutherford claims, the Pennsylvania
statutory provision that "Directors shall be chosen annually by the stockholders or
members," has some application to this corporation, there would then come into play
the very next clause in the statute, to wit, that such Directors or Trustees "shall
hold their office until others are chosen and qualified in their stead." As the
members of the corporation have never chosen anyone in your place, your terms of office
would (if the statute cited by Mr. Rutherford were applicable) be extended beyond the
expiration of one year until such time as successors chosen, not by Mr. Rutherford, but by
the members of the corporation, should qualify. Even if the term for which you had been
elected were longer than the law allowed, you would not thereby be disqualified from
holding office during the lawful period.
Furthermore, this provision of statute that Directors do not
lose office solely because of the failure of the members of the corporation to appoint
their successors, but continue until such time as the successors have been appointed and
qualify, is merely expressive of the common law rule on the subject, and hence would be
applicable to your case, even though the statute which we have been discussing be not
applicable to the corporation.
As to the claim that at least three Directors must be
residents of the State of Pennsylvania, it would seem to be enough to reply that if this
be so, the defect in title to office would apply to the entire Board of Directors and not
merely to such individual members thereof as Mr. Rutherford (not himself a resident of
Pennsylvania) might choose to consider affected by such disqualification. We are, however,
unable to find any provision of Pennsylvania law enacted when this charter was adopted or
which affects this charter which makes it mandatory that a certain number of Directors in
a membership corporation (as is this one) shall be residents of the State of Pennsylvania.
As to the claim that Mr. Rutherford, as President, is
"the executive officer and General Manager" of the corporation, and as such
"has the legal right to manage the corporation," we cannot but feel that the
conclusion which is sought to be reached from the development of this claim, to wit, that
as "Manager" he may fill the Board of Directors with his own appointees, is
founded on the use of the word "Manager" in a double sense. The term
"Manager" of a corporation is the title of an office thoroughly well known to
the law and in the business community; and it has never been thought before that this
office was in any way connected with the appointed of Directors. It has to do solely with
the executive management, and the Manager is the representative and executive officer of
the Directors and not the overlord or source of power. The argument that the incumbent of
the office of Manager has the "legal right to manage the corporation" is of
course unsound, if the word "manage" is meant to imply the exercise of all the
powers of the corporation, including the right to appoint Directors.
As to the filling of vacancies, it is enough to say that if
Mr. Rutherford is right in his contention that certain portions of the charter are invalid
because of the statute laws of Pennsylvania as to corporations, then he is wrong in his
contention that as President or Manager of the Society he has the right to fill vacancies,
because this statute expressly provides that "in case of the death, removal or
resignation of the President or any of the Directors, Treasurer or other officer of any
such company, the remaining Directors may supply the vacancy thus created, until the next
election." Furthermore, even aside from this statute and taking the charter solely by
itself, he has no right to fill your places, since "vacancies" have not occurred
in your respective offices, and also because in the event of any such vacancy it would
have been his duty, or the duty of any other president, to call the Board together in
special meeting, and he could not deprive the Board of such power and obtain it for
himself merely by failing to call a special meeting for such purpose.
But even if for any reason your original title to office
might have legal defects, you, or at least three of you, have been in office so long and
your title to office has been so long recognized by the entire membership of the
corporation and by its late President, that you are no de facto Directors, even if not de
jure Directors.
Finally, it is important to observe that if the provision of
the Pennsylvania statute that directors shall be chosen annually, had the effect which Mr.
Rutherford claims, to wit: as rendering vacant the office of every director at the end of
one year, he himself would have no title to his office as director or as President, for
the charter requires that the President "shall be chosen from among the members of
the Board annually." Mr. Rutherford claims that because he was elected by the members
of the corporation to be President, such election constituted impliedly an election of him
as a director, although he was not expressly so elected. This claim has been overruled by
our Court of Appeals in a similar case (People ex rel Nicholl vs. New York Infant Asylum,
122 N. Y. 190.) If he were not in fact a director, the mistake of the members of the
corporation in supposing that he was already a director and therefore eligible to be
President, would not render him eligible in law to be president or constitute him a
lawfully elected director. For this and other reasons, we are of the opinion that he
propositions of law advance by Mr. Rutherford, would, if sound and pushed to their logical
conclusion, defeat his own title to office as director and president.
Very truly yours,
DAVIES, AUERBACH AND CORNELL
TO:
MESSRS.
A. I. RITCHIE,
J. D. WRIGHT
I. F. HOSKINS,
R. H. HIRSH.
Please address us P. O. Box No. 179, Brooklyn,
N. Y.
Brooklyn. July 27. 1917.
DEAR BRETHREN: --
A situation of such seriousness has arisen in the management
of the Watch Tower Bible and Tract Society that we, writing to you as a majority of the
Board of Directors, have felt it necessary that you should be acquainted with the facts.
The point, in brief, is that an effort is being made to change the scheme of government of
the Society as Brother Russell himself devised it and desired it to be perpetuated; and,
to that end, to declare illegal provisions in the Charter of the Society which Brother
Russell himself placed there, and to use this claim of illegality to oust Directors who
have held office for many years with the approval of Brother Russell and the Society.
J. D. Wright, who is one of those now writing you, became a
Director in 1906; I. F. Hoskins became a Director in 1908; A. I. Ritchie became a Director
in 1911, and R. H. Hirsh became a Director on March 29, 1917. We four are a majority of
the seven Directors of the Board. A. I. Ritchie was Vice-President of the Society at the
time Brother Russell died; and Brother Russell's Will appointed R. H. Hirsh and I. F:
Hoskins, with three others, "as possibly amongst the most suitable from which to fill
vacancies in the Editorial Committee" of The Watch Tower.
The Charter of the Society, which was procured from the State
of Pennsylvania in 1884, and was written by Brother Russell himself with his own hand (as
Brother Rutherford said in his funeral oration) provides that:
"The members of the Board of Directors shall hold their
respective offices for life, unless removed by two-thirds vote of the shareholders, and
vacancies in the Board occasioned by death, resignation, or removal, shall be filled by
vote of a majority of the remaining members of the Board, who shall meet for that purpose
within twenty days from the time when such vacancy or vacancies shall occur, and in the
event of a failure to fill such vacancy or vacancies, in the manner aforesaid, within
thirty days from the time when such vacancy or vacancies shall occur, then the said
vacancy or vacancies shall be filled by the appointment of the President, and the person
or persons so appointed shall hold his or their office or offices until the next annual
election of officers of the corporation, when such vacancy or vacancies shall be filled by
election, in the same manner as the President, Vice-President and Secretary or Treasurer
are elected."
This Charter bears the endorsement, as required by the Laws
of Pennsylvania, of an Associate Judge of the Pennsylvania, Court of Common Pleas,
certifying that it is "lawful," and that the incorporators were entitled to form
a corporation "for the purposes and upon the terms therein stated." The validity
of this Charter was again confirmed in 1896 by the Pennsylvania Court, when it approved
the petition of Brother Russell, asking that the name of the Society be changed from
Zion's Watch Tower Tract Society to its present name. This Charter expressly provides:
"The corporation is to be managed by a Board of
Directors consisting of seven members."
In a pamphlet entitled "A Conspiracy Exposed, and
Harvest Siftings," April 25, 1894, Brother Russell said, concerning the members of
the Board of Directors of the Tract Society:
"Having up to December 1, 1893, thirty-seven hundred and
five (3,705) voting shares, out of a total of sixty-three hundred and eighty-three (6,383)
voting shares, Sister Russell and myself, of course, elect the officers, and thus control
the Society; and this was fully understood by the Directors from the first. Their
usefulness it was understood, would come to the front in the event of our death."
And in his Will Brother Russell, further referring to the
special reasons for his personal conduct of the affairs of the Society, said
"However, in view of the fact that in donating the
journal, Zion's Watch Tower, the Old Theology Quarterly (now "The Bible Students'
Monthly") and the copyrights of the "Millennial Dawn Scripture Studies"
books and various other booklets, hymn-books, etc., to the Watch Tower Bible and Tract
Society, I did so with the explicit understanding that I should have full control of all
the interests of these publications during my lifetime, and that after my decease they
should be conducted according to "my wishes."
Obviously, these special reasons for Brother Russell's
personal conduct of the affairs of the Society do not hold good in the case of any other
person.
Since Brother Russell's death, Brother Rutherford has for the
first time declared that this scheme of government by Directors who are to hold office for
life, is illegal under the Laws of the State of. Pennsylvania, and that directors can
lawfully hold office only for-one year. He has also for the first time declared that under
the jaws of the State of Pennsylvania at least three of the Directors must be residents of
the State of Pennsylvania. With these claims as a lever, he has undertaken to say that we
who are now writing you are not lawfully directors of the Watch_ Tower Bible and Tract
Society, and that he has authority to appoint other directors in our place; and he claims
to have done so, naming four brethren, none of Whom was a Director of the Society during
the life time of Brother Russell. He also undertakes to say that, in view of his assertion
that the law of Pennsylvania requires three directors to be residents of that State, the
penalties of non-compliance with such supposed requirements shall fall upon us, rather
than upon him and the other Directors, although neither he nor Brother Pierson nor-
Brother Van Amburgh is a resident of the State of Pennsylvania. On the other hand, the
undersigned, Brother Hirsh, has his home in the State of Pennsylvania.
We are advised by our counsel, Messrs. Davies, Auerbach &
Cornell, of 34 Nassau Street, New York City, that the claims of Brother Rutherford in
these respects are entirely without warrant; that we are lawfully Directors of the
Society; that those whom Brother Rutherford has undertaken to appoint in our places have
no title to office; and that if the claims of Brother Rutherford were sound in law, he
could have no legal title to office either, as a director or as president. We annex a copy
of counsel's opinion.
What concerns us most, however, is not the legal or technical
rights of the matter, but rather the sacred necessity of preserving the scheme of
government laid down for the Society by Brother Russell himself and of preserving in the
Society faithful loyalty to each and all of the provisions of the Charter and of his Will
concerning this Society, quite irrespective of 'legal technicalities. That scheme of
government was very simple and has well performed its purposes through the years. It has,
without exception, met with approval from the membership of the Society; and no one has
heretofore thought or attempted to upset it by raising legal questions.
It seems to us, therefore, to be a matter of the gravest
concern that, after Brother Russell's death, one holding a high position in the Society
should undertake to expunge from the Charter, on technical grounds, provisions which
Brother Russell himself put there, and which the experience of years has justified; and
should undertake, through his mere declaration that such provisions are invalid (contrary
to the opinion of counsel), to draw to himself complete power in the selection of the
members of the Board and to appoint new men of his own choice in the place of those who
served for years with the approval and at the wish of Brother Russell.
The extent to which this course is subversive of the
constitution of the Society, and the degree in which it is a lately conceived expedient
apparently adopted for a special purpose, is shown by the fact that The Watch Tower in its
issue of December 15, 1916, shortly after the death of Brother Russell, gave the following
accurate and comprehensive account of the organization and purpose of the Society:
ORGANIZATION OF THE WORK
"It is recognized that everything must be done decently
and in order; that there must be a regular organization to properly carry on any work.
How, then, may the Harvest work be thus conducted since Brother Russell is no longer in
our midst? Many of the friends throughout the country are asking this and other questions,
and we take pleasure in answering:
"The Watch Tower Bible and Tract Society was organized
in. the year 1884 as a means of putting forth the Message of the Kingdom in an orderly and
systematic manner. The Corporation is controlled and managed by its Board of Directors and
officers. The Board of Directors is composed of seven members. The Charter of the
Corporation provides that the Board of Directors shall be self-perpetuating; that is to
say, when a vacancy occurs by death or resignation the surviving members are empowered to
fill such vacancy. Brother Russell was a member of the Board of Directors. Two days after
his death the Board met and elected Brother A. N. Pierson as a member of the Board to fill
the vacancy caused by Brother Russell's change. The seven members of the Board as now
constituted are A. I. Ritchie, W. E. Van Amburgh, H. C. Rockwell, J. D. Wright I. F.
Hoskins, A. N. Pierson and J. F. Rutherford."
At the time when this article was written Brother Rutherford
was one of the Editorial Committee and must have passed upon its composition.
We feel it our duty, therefore, to lay all the foregoing
facts before you and to ask for your advice and guidance.
We would not willingly, in our own private interests, take
even defensive measures; but we are bound to realize that we are in a very high sense
fiduciaries who are charged with the duty of preserving, whole and unbroken, the
traditions of the Society and the provisions by which Brother Russell desired it to be
governed during his life and after his death. Under these circumstances it seems to us
clear that the moral influence 'of all the brethren should immediately be brought to bear,
in order that what we conceive to be these injuries to the fabric o f our beloved Society
may be repaired from within; and that thereby means may be found to avert what otherwise
will be the lamentable certainty of litigation in the courts.
If you desire a more detailed statement of the facts, we
shall be prepared to furnish it upon request. Please address us at Post Office Box No.
179, Brooklyn, New York. Your Brethren in the Service of Our King,
J. D. WRIGHT,
A. I. RITCHIE,
I. F. HOSKINS,
R H. HIRSH.
Further Note: -- On Friday, July 27, Brother Rutherford,
representing the Peoples Pulpit Association, ordered the above named brethren to leave the
Bethel Home.
