Board of Health with a view of taking action to abate or modify the smoke nuisance. A full report appeared in the JOURNAL.

1899. National Export Exposition held in conjunction with the Philadelphia Museums.

1901. Resolutions passed to promote commerce by the improvement of waterways and approving the creation of the Department of Commerce.

1902. The metric system fully discussed at the monthly meetings. Resolutions passed petitioning the national government to enact such laws as will ensure its proper use.

1906. Resolutions passed urging the improvement of national waterways, particularly the Chesapeake and Delaware Canal.

1914. Conducted meeting in Philadelphia celebrating thirtieth anniversary of the International Electrical Exhibition.

1915. First awards of The Franklin Medal.

CHARTER AND BY-LAWS

THE FRANKLIN INSTITUTE

OF THE STATE OF PENNSYLVANIA FOR THE PROMOTION OF THE
MECHANIC ARTS

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, incorporating 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 1. 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 FRANKLIN 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 corporation shall have the like power over any real estate 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.

SEC. 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 reference to such stock, grant and direct.

SEC. 3. The object of the said corporation shall be the promotion and encouragement of manufactures and the mechanical and useful arts, by the establishment of lectures on the sciences connected with them, by the formation of cabinets of models, minerals, machines, materials and products, by exhibitions and premiums, by a library and by all such measures as they may judge expedient.

SEC. 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 members; 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.

SEC. 5. The said corporation shall be managed in such way, and by such number of officers, managers and other persons as the By-Laws may prescribe, and the powers and functions of such officers, managers or other persons, the rights and duties of members, the manner of their election, and the causes which may justify their expulsion or suspension, and all other concerns of the said corporation, shall be fixed and regulated 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.

SEC. 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 witness my hand the day and the year above written. (Signed.)

ELI SLIFER, Secretary of the Commonwealth.

BY-LAWS OF THE INSTITUTE

ARTICLE I.-Trustees.

SECTION 1. All Real and Personal Estate of the Institute which may hereafter be acquired by voluntary subscription or devise, bequest, donation, or in any way other than through its own earnings or by investment of its own funds, saving where the donors shall expressly provide to the contrary, shall be taken as acquired upon the condition that the same shall be vested in a Board of Trustees, who shall be appointed in the manner hereinafter indicated. Unless the title to such property shall be directly vested in said Board of Trustees by the donors, the Institute, by deed attested by the President and Secretary, which they are hereby authorized to execute and deliver, shall forthwith convey the same to said Trustees, who shall hold it in trust for the purposes specifically designated by the donors; or, if there shall be no specific designation, for the benefit of the Institute in the way and manner hereinafter provided, so that the same shall not, in any event, be liable for the debts of the Institute.

SEC. 2. Said Board of Trustees shall be composed of seven (7) members, originally elected by the Board of Managers on its own nomination.

Vacancies, as they occur, shall be filled by election by the Board of Managers from nominations made by the remaining Trustees to a stated meeting of the Board of Managers at least one month prior to the election; the Board of Managers to have the right to reject any nominations not satisfactory to them.

The remaining members of the Board of Trustees, whenever at any time it shall be deemed necessary to do so, shall have power to assign and convey the property held by them, so as to vest the title thereto in themselves and their successors.

SEC. 3. Said Trustees shall have full power and authority, from time to time, to assign, sell and dispose of any property, real and personal, by them held, unless there shall be some direction by the donors to the contrary, and shall have power to convey the same without purchasers being obliged to see to the application of the purchase moneys, when authorized so to do by a vote of two-thirds (%) of the members present at any regular or special meeting of the Board of Managers; provided, that they shall not be obliged to sell or convey unless a majority of their own Board shall also approve.

SEC. 4. Said Trustees shall not be confined to legal investments, but shall have full power to invest in any real property, improvements and alterations, and in any securities, other than shares of stock, or unusual personal obligations, which to them may seem advisable.

SEC. 5. Said Trustees shall have power to appoint agents to act for them, and for the acts of such agents they shall not be personally responsible where they have exercised ordinary prudence in selecting them.

SEC. 6. Said Trustees shall have power to carry into effect any special trusts upon which any property may be held by them. They shall pay out all necessary and proper costs, charges and expenses, and from time to time shall pay over the net income to the Board of Managers, to be applied by them to the uses of the Institute in accordance with the terms of the trusts from which the income is derived.

The principal and interest of all trust funds shall not be liable for debts of the Institute but shall be devoted to its continuance and preservation.

SEC. 7. At the annual meeting of the Board of Managers in each year, said Board of Trustees shall present report of their proceedings and a detailed statement of their receipts and expenditures for the year. An approval of such account shall be final and conclusive, and shall bar any right to demand any other or further accounting.

SEC. 8. The Board of Trustees, at a meeting of the members of the Institute, called after three (3) months' special notice, at which the holders of nine-tenths (10) of the whole outstanding shares of stock shall vote affirmatively, may convey all property, real and personal, in them vested, to the Institute, free and clear of all trusts; provided, that there be no specific trusts violated by such conveyance, and that all the members of said Board, as the same shall then be constituted, shall approve of such conveyance.

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 represented 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 shares 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 Twelve Dollars per annum shall be due and payable from resident members in advance on the first day of October in each year, except as hereinafter provided.

Non-resident holders of Second Class stock shall pay an annual fee of Five Dollars.

SEC. 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 of One Dollar therefor, be entitled to a Certificate of Membership.

SEC. 3. If the annual dues for 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.

SEC. 4. 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.

SEC. 5. Certificates for the First Class stock 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.

SEC. 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.

SEC. 7. 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 Institute by the owner, or his legal representative, on the