Charter and By-Laws of the Franklin Institute lifornia .onal Lity T 2 F825 A3 BY-LAWS FRANKLIN INSTITUTE STATE OF PKXXSYLVAXIA, PROMOTION OF THE MECHANIC ARTS. PHiLAHKLPHl A A X K I, I N I N ST I TV T i: , BY-LAWS FRANKLIN INSTITUTE STATE OF PENNSYLVANIA, PROMOTION OF THE MECHANIC ARTS. PHILADELPHIA: IURK & McFETRIDGE, PRINTERS, 306 and 308 Chestnut Stree Philadelphia. AN ACT To amend and alter the Act incorporating the Franklin Institute of the State of Pennsylvania for the promotion of the Mechanic Arts. WHEREAS : The Act approved March Thirtieth, one thousand eight hundred and twenty-four, in- corporating the Franklin Institute of the State of Pennsylvania, for the promotion of the Mechanic Arts, has been found insufficient and inconvenient for accomplishing the objects of said corporation, and the said corporation has applied for alteration and amendment thereof. SECTION i. Be it enacted by the Senate and House of Representatives of the Commonwealth of Pennsylvania in General Assembly met, and it is hereby enacted by the authority of the same, That the present members of said corporation, and all such persons as may hereafter become members thereof, shall be, and are hereby created a body politic and corporate by the name of the " FRANK- LIN INSTITUTE OF THE STATE OF PENNSYLVANIA FOR THE PROMOTION OF THE MECHANIC ARTS," and shall have perpetual succession, be able to sue and be sued, to plead and be impleaded, to have and use a common seal, and the same to break, alter, and renew at pleasure* and shall be able to take, hold, purchase, and enjoy such real and other estates of any nature or kind whatsoever as they may obtain by purchase, devise, bequest or gift, and the same at their pleasure to sell, lease, mortgage, pledge, encumber, or dispose of as they may deem proper or convenient for promoting the objects of the said corporation ; and the said cor- poration shall have the like power over any real or other estates now owned or held by them ; Provided, That the clear yearly value of the real estate at any time held by them shall not exceed ten thousand dollars. SECT. 2. That it shall be lawful for the said corporation to raise funds for the payment of its present indebtedness, and for all other purposes of the said corporation, to create and sell such number of shares of stock, at ten dollars each, as may be deemed proper to represent the estates of the said corporation, and the certificates of such stock shall be in such form, be transferable in such manner, subject to such payments, and entitle the holder thereof to such privileges as the said corporation may, by its by-laws in refer- ence to such stock, grant and direct. SECT. 3. The object of the said corporation shall be the promotion and encouragement of manu- factures and the mechanical and useful arts, by the establishment of lectures on the sciences con- nected with them, by the formation of cabinets of models, minerals, machines, materials and pro- ducts, by exhibitions and premiums, by a library, and by all such measures as they may judge expedient. SECT. 4. The members of the said corporation shall consist of manufacturers, mechanics, artisans, and persons friendly to the mechanic arts, and of such stockholders in said corporation as may, by the by-laws, be entitled to the privileges of mem- bers ; and every member shall pay such sum for an annual or life subscription as the by-laws of said corporation may require ; and honorary and corresponding members may be elected at such times, and in such a way, and with such privileges as said corporation may deem expedient. SECT. 5. The said corporation shall be managed in such way, and by such number of officers, man- agers, and other persons as the by-laws may pre- scribe ; and the powers and functions of such officers, managers and other persons, the rights and duties of members, the manner of their elec- tion, and the causes which may justify their expulsion or suspension, and all other concerns of the said corporation shall be fixed and regu- lated by its by-laws, which by-laws shall be adopted by said corporation at the first monthly meeting after the acceptance of this amended Charter, and said by-laws shall be altered and amended only in the manner provided in said by-laws as then adopted. SECT. 6. So much of the Act to which this is a Supplement as is inconsistent herewith is repealed. Office of the Secretary of the Commonwealth of Pennsylvania, April 25th, 1864. I certify that the foregoing Bill passed both branches of the Legislature, and received the signature of the Governor on this day. As wit- ness my hand the day and year above written. (Signed) ELI SLIFER, Secretary of the Common-wealth. BY-LAWS. ARTICLE I. Trustees. SECTION i. The Real and Personal Estates of the Institute, now in its possession and which may hereafter be acquired, shall be vested in a Board of Trustees (and their successors) composed of seven members, to be chosen as hereinafter prescribed. SECT. 2. The Board of Trustees shall at all times keep the property of the Institute insured against loss by fire. They shall collect and receive the income from the real estate, stocks, bonds and other investments of the Institute constituting the Endowment Fund, now owned, or which may hereafter be acquired by gift, purchase or otherwise. They shall pay out of this income all taxes, water-rent and other municipal charges, interest on bonded debt, insurance charges and repairs necessary to maintain the property in good and serviceable condition, and shall pay over to the Board of Managers, from time to time, the nett income remaining after the above-named charges shall have been paid. They shall, at the Annual Meeting of the Institute in each year, present a report of their proceedings, and a detailed statement of their receipts and expenditures for the year. The Board of Trustees shall have authority to receive gifts or bequests of money, bonds, stocks or other property, and hold or disburse the same in accordance with the wish of the donors. SECT. 3. The Board of Trustees shall, from time to time, properly invest as an Endowment Fund, all moneys received by them from the Board of Managers and from any other source, and not necessary for the current expenses of the Institute hereinbefore named ; but the Trustees shall not be restricted to legal investments. They may apply any surplus accruing therefrom from time to time, in any manner conducive to the interests of the Institute, or, at the request of the Board of Managers, they shall invest any part thereof not specially designated, in permanent improvements for the benefit of the Institute. The Board of Trustees shall have power to lease such portions of the buildings as may not be required for the purposes of the Institute", and they shall have authority, for the protection of the property, to borrow money and create a lien upon the property as security therefor. SECT. 4. The Board of Trustees shall be elected as follows : Three Trustees shall be nominated at a meeting of the Stockholders called for that purpose, by public notice in at least three daily newspapers published in the City of Philadelphia, for one month previous to the day of meeting, the purpose of such meeting being stated in the notice. 'They shall be elected by a vote of two-thirds (^3) of the whole stock represented at such meeting. Four Trustees shall be nominated at a stated meeting of the Board of Managers, at least one month prior to the election. They shall be elected by a vote of two- thirds (^) of the members present. SECT. 5. In case of a vacancy occurring in the Board of Trustees, it shall be filled as follows : The Board of Trustees shall nominate to the Board of Managers three suitable persons, and the Board of Managers shall elect one of the three, to fill the vacancy. ARTICLE II. Stock. SECTION I. The Real and Personal Estates of the Institute as held upon the First Day of January, One Thousand Eight Hundred and eighty-one, shall be valued at One Hundred Thousand Dollars, and shall be repre- sented by Ten Thousand Shares of Stock of the par value of Ten Dollars each. Said shares shall be divided into two classes, viz. : First Class. Shares not registered for use : on which no annual payment shall be charged or collected, and the holders thereof shall not have the privileges of members of the Institute, but may, if of legal age, vote at any annual election for officers, managers and auditors, upon the payment of One Dollar upon each share of stock on which they may desire to vote : Provided, however, such share shall have been held by the same person at least three months before such election. Shares of the First Class may be converted into shares of the Second Class, at the pleasure of the owners : provided the transfer be approved by the Board of Managers ; but, when once so converted, they shall always continue in the Second Class. Second Class. Shares registered for use : on which Three Dollars per annum shall be due and payable in advance on the first day of October in each year, except as hereinafter provided. All subscriptions to stock shall be approved by the Board of Managers before the certificate can be issued. SECT. 2. The holders of Second Class stock shall be entitled to the use of the library, lectures, and reading- room : and, if of legal age, to all other privileges of membership in the Institute, so long as they make the annual payment in advance: and shall, on the payment IO of One Dollar therefor, be entitled to a Certificate , of Membership. SECT. 3. If the annual dues for two successive years remain unpaid at the expiration of two and a-half years, on any share of stock of the Second Class, such share shall then become forfeited to the Institute ; but such forfeiture may be remitted by a unanimous vote of the Board of Managers. SECT. 4. Certificates for the First Class stcck may be issued for. any number of shares in a single certificate; but every certificate for the Second Class shall be for one share only. SECT. 5. All certificates of stock shall be signed by the President and Secretary ; shall be issued by the Actuary, and shall be transferable only on the books of the Insti- tute by the ow r ner, or his legal representative, on the surrender of the old certificate, and on the payment of the Stamp Tax, and of a fee of twenty-five cents for each certificate. SECT. 6. No share of stock in the Second Class shall be transferred until all arrearages and fines are paid, and all books and tickets returned, and the transfer approved by the Board of Managers. SECT. 7. The shares of stock obtained by the Institute by legacies, donations or forfeiture, shall at once be cancelled. ARTICLE III. Members. SECTION I . The members shall consist of manufacturers, mechanics, artisans, and persons friendly to the Mechanic Arts, and may be either annual contributors, life members, holders of Second Class stock, honorary or corresponding members. II SECT. 2. The name, occupation, and place of business or residence of any person, other than a holder of Second Class stock, desirous of becoming a member, shall be entered in a book (kept for the purpose in the Hall of the Institute, always open for inspection,) by any member of the Institute, who shall enter his own name at the same time with that of the candidate whom he proposes. These names so proposed shall be acted upon by the Board of Managers from time to time. SECT. 3. No person shall be entitled to the privileges of membership, unless he be of legal age, and shall have paid his annual contributions, and shall have signed the Charter and By-Laws. SECT. 4. Honorary and Corresponding Members shall be nominated by the Board of Managers, and shall require for their election, four-fifths of the votes of the members present at any meeting at which their nomi- nation may be acted upon. SECT. 5. Members shall be entitled to a Certificate of Membership on payment of One Dollar. SECT. 6. Resignations of membership shall be made to the Board of Managers in writing, but shall not be accepted until all dues, fines, and arrears of dues at the rate of fifty cents a month, subsequent to the first of October and up to the date of resignation, shall have been paid, and books and tickets returned. SECT. 7. Members whose yearly dues are in arrears for more than three years, shall be considered as having resigned, and the Actuary is directed to strike their names from the list of members. ARTICLE IV. Payments. SECTION I. Every member, other than a holder of Second Class stock, shall pay an annual contribution of 12 Five Dollars ; but the payment of Fifty Dollars within any one year, shall constitute a member for life, with an exemption from all annual payments. SECT. 2. Stock of the Second Class may be held in trust for persons not of legal age, and shall be liable to the payment of only one-half the annual fees due upon stock of Second Class held by persons of legal age ; provided, that when such minors arrive at legal age, new certificates, subject to the full annual contribution, shall issue on payment of the customary fee. SECT. 3. The annual payments of fees for membership, shall be due and payable on the ist of October in each year, in advance; but all members elected after the 3ist of January in each year, shall pay, in advance, at the rate of fifty cents a month to the ist of October next ensuing. ARTICLE V. Officers. The officers shall be a President, three Vice-Presidents, a Secretary, a Treasurer, twenty-four Managers, and three Auditors. Two-thirds of the Managers shall be manu- facturers or mechanics. ARTICLE VI. Election of Officers. SECTION i. An election for officers shall be held on the third Wednesday in January in each year. At this election, the President, the Secretary, and the Treasurer, shall be elected to serve one year, and one Vice-President, eight Managers, and one Auditor shall be elected to serve for three years; provided, that the officers now elected, or who may hereafter be elected, shall continue to serve until their successors be elected. No person shall be allowed to vote unless all his arrears are paid. SECT. 2. All elections for officers of the Institute shall be by ballot, and no vote shall be cast by proxy. 13 SECT. 3. The President shall, at the stated meeting in December, annually, appoint seven members of the Institute to conduct the election for officers to be held on the third Wednesday in January, and to act as judges of said election. They shall meet at the Hall of the Institute at four o'clock, P. M., on the day of the election, then and there open the polls for said election, keeping the polls open until eight o'clock, p. M., and making a record of the name of each voter. On the closing of the polls they shall forthwith count the votes and report the result to the President. In case any one or more judges of said election shall fail to attend, the judges present on the day of the election shall have power to fill the vacancies. ARTICLE Mil. President. It shall be the duty of the President, or, in his absence, of one of the Vice-Presidents, in order of seniority of election, or, in their absence, of a President to be chosen pro temporc, to preside at all meetings of the Institute and of the Board of Managers, preserve order therein, put all questions, and announce all decisions. ARTICLE VIII. Secretary. SECTION I. The Secretary of the Institute shall be a person of scientific and literary attainments, and shall receive such annual compensation for his services as may be fixed by the Board of Managers. SECT. 2. His duties shall be to receive members and strangers visiting the Institute ; to take charge of the Library, Cabinets, and other property of the Institute under the direction of the various Committees and Cura- tors ; to present and read at each meeting of the Institute a statement of such scientific discoveries, mechanical improvements, or novelties in the arts' or engineering, as he may deem of interest to the members ; and to perform such other duties as he may deem advisable to promote the objects of the Institute, or such as may, from time to time, be designated by the Institute. He shall also answer all letters addressed to the Institute, except those relating to stock, finance, or of a business character ; open and maintain such correspondence as may promote its interests ; 'notify honorary and corresponding members of their e4ection, and Committees of the Institute of their appointment, and acknowledge all donations to the Library or Cabinets in the Journal, and to the donors thereof at his discretion. He shall report, or cause to be reported, the proceedings of the Institute, and shall deliver the report thereof, or an abstract of it, to the editor for publication. SECT. 3. In case of the absence or sickness of the Secretary, it shall be the duty of the President to appoint a person to perform the duties of the position pro teuipore. SECT. 4. A suitable person or persons shall be appointed by the Secretary, with the sanction of the Board, to act as Janitor and Librarian, who may be dismissed by the Secretary for misconduct. ARTICLE IX. Treasurer. It shall be the duty of the Treasurer to receive from the Board of Trustees, all funds, which they may pay over to the Board of Managers in accordance with SECTION 2 of ARTICLE I. He shall also receive all moneys collected for the Institute by the Actuary. He shall deposit all moneys received in the name of the corporation, in such institution as the Board of Managers 15 may direct. He shall make no payments without written vouchers from the Board of Managers. He shall keep accurate accounts of the income and disbursements of the Institute, exhibit an accurate statement of his receipts and payments at each stated meeting of the Board of Managers, and of the condition of the finances of the Institute whenever called on by them, and shall make an annual statement thereof at the annual meeting of the Institute. He shall give bonds for the faithful performance of his' trust. In case of a vacancy in the office of Treasurer, it shall be the duty of the Board of Managers to appoint a person to perform the duties of the position pro temp ore. ARTICLE X. Auditors. Tfie Auditors shall examine the Treasurer's accounts and compare them with the orders of the Board of Managers, and vouch for their correctness. They shall also examine the accounts of the Trustees. ARTICLE XI. Organization and Government of Sections. SECTION i. For the promotion and encouragement of manufactures and the mechanic arts, as well as of the sciences connected with them, members of the Franklin Institute may form Sections and hold meetings in the Hall, or such other rooms as may be provided for them by the Board of Managers. These Sections shall be constituted as hereinafter provided, and shall have prece- dence in the order of their formation. SECT. 2. Any number of members, not less than twelve, may constitute a Section. i6 SECT. 3. Members associating to form a Section, shall make written application to the Board of Managers of the Franklin Institute, at any of their stated meetings, in the following words : "The undersigned, members of the Franklin Institute, request that they may be constituted the ( ) Section of the Franklin Institute of Pennsylvania." This application shall be considered by the Board of Managers, artd if approved by them, the Section shall be established, and the names of the petitioners shall be recorded on the minutes as the founders of that Section, and shall be reported by the Board of Managers to the Institute at its next meeting. Whenever the petitioners have organized, they shall report such organization, with the names of their officers to the Board. But if they shall fail to organize such Section within six mdhths after the date of said approval, all action relative to said Section shall be void. If an established Section shall fail to report to the Institute at large its proceedings during any period of twelve months, it shall be the duty of the Resident Secretary to inform the Institute and the Board of Managers that such Section is extinct. SECT. 4. Sections established in conformity with Section 3 may increase their number by election, and may also appoint corresponding and honorary members ; but only members, corresponding members, and honorary members of the Franklin Institute shall be eligible as members, corresponding or honorary members of any of its Sections. SECT. 5. Every .member of a Section shall pay to its Treasurer an initiation fee and an annual contribution such as may be determined by the Section in question, NOTE. The blank is to be filled with the name indicative of the peculiar^ scope of the Section. provided that the amount of either shall not exceed the sum of two dollars ($2) in any Section. SECT. 6. The officers of each Section shall be : a President, one or more Vice-Presidents, a Recorder, a Treasurer, a Corresponding Secretary; and one or more Conservators, who shall be elected by its members at its first meeting, and subsequently at the first meeting in January each year. SECT. 7. Each Section shall make its own By-Laws not inconsistent with the Charter and By-Laws of the Franklin Institute ; control its own funds, and pay the expenses peculiar to the Section. The Institute shall not be responsible for debts contracted by any Section, or by any officer or member thereof. SECT. 8. Members, corresponding members and honor- ary members of the Institute shall be entitled to attend the meetings of any of its Sections, but not take part in the discussion or business of the Section, except under such rules and provisions as the Section may make. SECT. 9. The books, papers, apparatus, specimens, models, and all other collections of each Section, shall be the property of the Institute, held for the use of that Section. Donations of objects or books to or for any Section shall be received and reported to the Board of Managers as donations to the Institute, for the use of that Section. SECT. 10. At the first meeting of each Section it shall determine, subject to the approval of the Board of Man- agers, the times of its stated meetings. SECT. ii. Each Section shall submit to the Institute, at every stated meeting, the record of its proceedings for the month, a written summary thereof to be engrossed in the Secretary's Report. IS SECT. 12. Papers read before any Section, and approved by the same, shall be referred to the Committee on Pub- lications of the Institute, and if accepted by them, shall be published in the Journal of the Institute. SECT. 13. Societies now existing, or hereafter founded, for the consideration of any subjects clearly within the scope of the Franklin Institute, and which may desire to connect themselves with the Institute as Sections, shall furnish a list of such of their members as have declared their willingness to become members of the Institute, to the Board of Managers, accompanying said list with an application in the following form : " We, the undersigned, members of the desire to be constituted a Section of the Franklin Institute." SECT. 14. On all points not provided for in' the above Sections, each Section shall be governed by the Charter, By- Laws and usages of the Institute. ARTICLE XII. Of Committees. SECTION i. There shall be the following Standing Committees, each to consist of ten members, to be appointed by the President, at the first meeting after the annual election, who may be aided in his choice by nominations made at the annual meeting. All members notified of their appointment to any committees, if they do not decline before the next stated meeting, shall be considered members thereof: 1. On the Library. 2. On the Cabinet of Models. 3. On the Cabinet of Minerals and Geological Specimens. 4. On the Cabinet of Arts and Manufactures. 5. On Meteorology. 6. On Meetings. '9 SECT. 2. There shall be a Committee on Science and the Arts, which shall consist of forty-five (45) members of the Institute, to be elected as hereinafter prescribed, who shall pledge themselves by their acceptance of membership, to perform such duties as may devolve upon them and to sustain by their labors the scientific character of the Institute. The Committee shall, within one month after the annual election of the Institute in each year, hold a meeting, at which they shall elect a Chairman. They may adopt rules for their government not inconsistent with the Charter and By- Laws of the Institute. Special Committees to examine any subject shall be appointed by the Chairman, and shall make their reports in writing signed by the members thereof. A quorum for final action upon a report shall consist of not less than fifteen (15) members, and when such report is adopted, it shall be accepted as the decision of the Institute. It shall be the duty of the Chairman of the Committee to submit at the stated meetings of the Institute, such action of the Committee, as he may deem of interest to the Institute. Applications for the examination of any subject, shall be made to the Chairman of the Committee either by the Institute, or by the Secretary, who shall receive such applications from inventors and others. The members of the Committee shall be nominated at the stated meeting of the Institute in December, and shall be elected for three (3) years at the annual election each year fifteen (15) except that at the annual election in 1887, there shall be elected forty-five (45), who shall draw lots for terms of one (i), two (2) and three (3) years respectively. 20 The Committee shall report all vacancies occurring in their body, whether by neglect of duty or otherwise, to the stated meeting of the Institute next ensuing, at which such vacancies shall be filled. The meetings of the Committee shall be open to all members of the Institute. SECT. 3. Each of the committees named in the first section, shall choose, at their first meeting after their appointment, a Chairman. The Committee on the Library, on Meetings, and on Science and Arts, shall meet at least once in each month, except in July and August; the other committees at the call qf their Chairman. Records of their proceedings shall be kept by the Actuary. They shall report to the Institute, and shall be governed by such rules, not inconsistent with these By-Laws, as may be adopted by them respectively. All special committees must report to the Institute in writing, at the next stated meeting succeeding their appointment, other- wise they may be considered discharged. SECT. 4. No bills for expenses incurred by committees shall be paid, unless certified to by such committee at a regular meeting, examined by the Auditors, and authorized by the Board of Managers. ARTICLE XIII. Meetings. SECTION I. The Institute shall hold stated meetings on the third Wednesday of each month, excepting in July and August. That on the third Wednesday in January of each year shall be styled the annual meeting. SECT. 2. Special meetings shall be called by order of the President, upon request of the Board of Managers, 21 or the written application of twelve members of the Institute. Fifteen members shall constitute a quorum. ARTICLE XIV. Order of Business. SECTION I. The stated meetings of the Institute shall be held at the hour of 8 o'clock, p. M. SECT. 2. The Order shall be as follows : 1. Reading of the Minutes. 2. Reports from the Board of Managers. 3. Reports from Standing Committees, &c. (1) On the Library. (2) On the Cabinet of Minerals, &c. (3) On the Cabinet of Models. (4) On the Cabinet of Arts and Manufactures. (5) On Meteorology. (6) On Meetings. (7) On Science and the Arts. (8) The Curators. 4. Reports from Special Committees. 5. The paper announced for the evening. 6. The Secretary's Report. 7. Deferred Business. 8. Consideration of New Business. SECT. 3. At the annual meetings the reception of the report of the judges of the election shall always be in order. SECT. 4. The order of business may be altered for any meeting, by a vote of two-thirds of the members present thereat. ARTICLE XV. Rules. The Institute, at its meetings, shall be governed by the following rules : 22 First. All resolutions must be presented in writing, signed by the mover, and must be seconded and announced by the Chair before consideration. Second. Any member rising to speak, shall be announced by the Chair before proceeding. Third. The name of the mover of any resolution announced by the Chair shall be entered in the minutes. Fourth. No member shall be allowed to speak more than twice on any resolution, unless by special permission granted by the meeting, except he be the mover thereof, or the chairman of the committee reporting it, who shall have the privilege of closing the debate. Fifth. The yeas and nays shall be called at the request of five members. Each member attending any meeting of the Institute shall, as he enters the Hall, report his name to the Janitor, to be recorded in a book to be kept for the purpose. Sixth. The Chair shall decide whether any resolution does or does not pertain to the objects of the Institute ; and, in the latter case, shall decide it out of order. Seventh. Nominations for officers to be elected at the annual meeting shall be made at the stated meeting in December, and the names of nominees not declining shall be published, by posting in the Hall, thereafter until the election. Eighth. The first four rules hereinbefore stated, or either of them, may, by a vote of two-thirds of the members present at any meeting, be suspended for that meeting. ARTICLE XVI.JSoant of Managers. SECTION I. All the officers of the Institute, except the Auditors and Trustees, shall be, ex-officio, members of the 23 Board of Managers, which shall have entire control of the current receipts and expenditures of the Institute from annual dues, lectures, schools, publications and exhibitions, and of the income received from time to time from the Board of Trustees. To the Board of Managers shall be confided all the business affairs of the Institute, not specially reserved to the Board of Trustees. The Board of Managers shall have authority to devise and execute all measures, not incompatible with the rights and duties of the Board of Trustees, which may in their judgment advance the interests of the Institute. They shall have authority, by exchange, sale or other- wise, to add to or subtract from the collections of books, furniture and apparatus, in such manner, however, that the aggregate value of the same to the Institution at any x time, may not be impaired. They shall have authority to elect Members of the Institute, except Honorary and Corresponding Members, who shall be elected by the Institute. SECT. 2. The Board of Managers shall keep regular minutes of their proceedings, which shall be open at all times to the inspection of members of the Institute. SECT. 3. The Board of Managers from time to time, shall pay over to the Board of Trustees, such surplus funds in the hands of the Treasurer as may not be needed for the current expenses of the Institute. They shall, at the annual meeting of the Institute, present a report of their proceedings and of the condition of the affairs of the Institute. SECT. 4. They shall hold stated meetings once in each month. They shall select their own officers, except the chairman, who shall be the President of the Institute, and shall be at liberty to make by-laws for their own regulation, 24 not inconsistent with the Charter, of with the By-Laws of the Institute. Seven of their members shall constitute a quorum. SECT. 5. All vacancies in the Board of Managers shall be filled at the next stated meeting of the Institute. ARTICLE XVII. Amendments. Amendments to these By-Laws to be proposed at any stated meeting, shall be posted upon the notice-board by the first of the month. Such proposition, when presented to the meeting, may be considered, amended, referred, postponed, or rejected, or ordered to be published weekly in two or more daily papers published in the city of Philadelphia, by a majority vote. At a subsequent stated meeting, after such publication, the amendment may be adopted by a vote of two-thirds of the members present, except in the case of Article II, relating to capital stock, which cannot be altered unless by a vote of a majority of the stock represented. BY-LAWS BOARD OK MANAQERS. SECTION I. Officers. The President of the Institute, or, in his absence, the Vice-President, in order of seniority of election, or, in the absence of both, a member elected pro temporc, shall preside at all meetings of the Board. Records of its proceedings shall be kept by the Actuary. SECT. 2. Meetings. The Board shall hold a meeting for the purpose of organizing, appointing an Actuary, Standing Committees, &c., on the fourth Wednesday in January, and regular meetings on the second Wednesday of each month, at eight o'clock, p. M. SECT. 3. Special meetings may be called by the President, whenever he shall deem the same necessary. In case of his absence or refusal to call a special meeting on the written request of five members of the Board of Managers, such special meeting shall be called by the Actuary. SECT. 4. Actuary. An Actuary shall be appointed by the Board at their first meeting after the annual election, lie shall keep a correct record of their proceedings; keep a roll of the members, and note their attendance thereon ; give notice of all meetings of the Board, and of committees, by circulars, delivered at least two days prior to the day of meeting ; act as Secretary of all Standing Committees of the Board ; notify all committees of the Board of their appointment, and transmit to the Chairman of each, all papers or documents relating to the subject to be considered or acted upon. He shall collect and receive all moneys due to the Institute, and hand them over to the Treasurer; shall act as agent of the Journal of the Institute, and shall transact such other business of the Institute as the Board shall direct. In all matters he shall be subject to the direction and control of the Board, and he shall be entitled to receive such yearly compen- sation as they may determine. SECT. 5. Resignations. All resignations of membership of the Board, after acceptance thereof, shall be reported to the Institute at its next stated meeting. Members who have not attended six regular meetings prior to the stated meetings of the Institute in December, shall be reported thereat as having resigned, unless it be unanimously voted by the Board, at its stated meeting in December, that such member has been absent for sufficient reasons. SECT. 6. Standing Committees. The following Standing Committees, consisting of five members each, shall be appointed by the President and approved by the Board : i. On Instruction. 2. On Election and Resignation of Members. 3. On Stocks and Finance. 4. On Publi- cations. 5. On Exhibitions. 6. On Sectional Arrange- ments. It shall be the duty of these committees to keep regular minutes of their proceedings, and report them monthly to the Board, and to report to the stated meeting of the Board in December an estimate of moneys they require for the service of the ensuing year. 27 SECT. 7. Curators. Two members of the Board shall be selected at their first meeting after the annual election, to serve as curators for the ensuing year. They shall have charge of all the property of the Institute, except such records, papers and books, as may be assigned to the officers. They shall keep regular minutes of their proceedings, and report the same to the Board at its regular meetings. SECT. 8. Professorships. There shall be Professors of Chemistry, Natural Philosophy, Mechanics, and other departments, as the Board of Managers may direct, to be elected by the Board, and to receive such compensation as the Board may, from time to time, determine. The professors shall be, ex-officio, members of the Committee on Instruction, in addition to the five members named in Section 6. SECT. 9. Order of Business. The order at the stated meetings shall be as follows : 1. Calling the roll. 2. Reading the minutes and action thereon. 3. Report from the Treasurer, and action on bills. 4. Reports from Standing Committees and action thereon. (