CHARTER AND BY-LAWS THE FRANKLIN INSTITUTE OF THE STATE OF PENNSYLVANIA FOR THE PROMOTION OF THE An Act, to incorporate The Franklin Institute of the State of Pennsylvania for the Promotion of the Mechanic Arts. 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 subscribers to the association called The Franklin Institute of the State of Pennsylvania for the Promotion of the Mechanic Arts, and all such persons as may hereafter be admitted members of the same, shall be, and they are hereby declared to be, a body politic and corporate, by the name and style of "THE FRANKLIN INSTITUTE OF THE STATE OF PENNSYLVANIA FOR THE PROMOTION OF MECHANIC ARTS," to have perpetual succession, to sue and be sued, implead and be impleaded, in all courts of record or elsewhere, to use a common seal, and break, alter, and renew the same at pleasure, and to take, hold, and enjoy lands, tenements, and hereditaments; Provided that the yearly income of the real estates held by them shall not exceed two thousand dollars. THE SEC. 2. And be it further enacted by the authority aforesaid, That the objects of the said corporation shall be the promotion and encouragement of manufactures and the mechanic and useful arts, by the establishment of popular lectures on the sciences connected with them, by the formation of a cabinet of models and minerals, and a library, by offering premiums on all objects deemed worthy of encouragement, by examining all new inventions submitted to them, and by such other measures as they may judge expedient. SEC. 3. And be it further enacted by the authority aforesaid, That the members of the said corporation shall consist of manufacturers, mechanics, artisans, and persons friendly to the mechanic arts; they shall pay such sum annually, or in gross, as shall be required by the by-laws of the said corporation for an annual, or life, subscription; Provided that nothing herein contained shall be construed to prevent the said corporation from electing honorary or corresponding members, who may be exempted from such payments and other duties of membership, in such manner and to such extent as may be prescribed by the by-laws of the said corporation. SEC. 4. And be it further enacted by the authority aforesaid, That the officers of the said corporation shall be a president, two vice-presidents, a recording secretary, a corresponding secretary, a treasurer, and twenty-four managers, who shall, together, constitute a board of managers of the said corporation, and such other officers as the said corporation shall deem needful; two-thirds of the managers shall be manufacturers or mechanics; the said officers shall be elected at an annual meeting of the said corporation, to be held on the third Thursday of January; if an election shall not take place on that day, the corporation shall not for that cause be dissolved, but an election shall be held as soon afterwards as may be, and until such election the officers in place shall continue to act; public notice of all elections shall be given in such manner as may be prescribed by the by-laws of the said corporation; the present officers of the said association are hereby constituted the officers of the corporation hereby created and shall continue to hold their respective offices till otherwise elected under the provisions of this act; Provided always, that the said corporation shall have power to increase the number of vice-presidents and managers hereinbefore mentioned, to such number as may be deemed advisable and convenient at a stated meeting of the said corporation, the same public notice of such intended alteration being previously given as may be required to be given of the election of officers of the said corporation. SEC. 5. And be it further enacted by the authority aforesaid, That the duties and rights of the members of the said corporation, the powers and functions of the members of the said corporation, the powers and functions of the officers thereof hereinbefore mentioned, and of such others as may hereafter be added, the mode of supplying vacancies in office, the times of meeting of the said corporation, and of the board of managers, the numbers which shall constitute a quorum at any such meetings, the mode of electing members, the terms of their admission, the causes which shall justify their suspension or expulsion from the corporation, and all other concerns of the said corporation shall be regulated by the by-laws and ordinances of the said corporation hereafter to be made, which the said corporation is hereby authorized and empowered to make and alter, in the manner which may be therein mentioned; Provided that the said by-laws or ordinances shall not be repugnant to, or inconsistent with, the constitution or laws of the United States or of this Commonwealth. OFFICE OF THE CLERK OF THE SENATE OF THE COMMONWEALTH OF PENNSYLVANIA, March 30th, 1824. 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 year above written. (Signed.) JNO. DUPUY, Clerk. 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 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 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, 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.-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 and managers 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 therefore, 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 Controller, and shall be transferable only on the books of the Institute by the owner, or his legal representative, on the surrender of the old certificate, and of a fee of twenty-five cents for each certificate. SEC. 8. All subscriptions to stock shall be approved by the Board of Managers before the certificate can be issued. ARTICLE II.-Members SECTION I. Members of the Institute shall consist of those engaged or interested in scientific pursuits or in the application of science in the mechanic and industrial arts. All persons interested in the purposes and activities of the Institute, and who are willing to further them, may become members when proposed by members in good standing and elected by the Board of Managers. The membership of the Institute shall consist of the following classes of members, viz., Honorary and Corresponding, Endowment, Life, Contributing, Resident, Non-resident, Student, and holders of Second-class Stock. SEC. 2. 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 stated meeting of the Institute at which their nomination may be acted upon. They shall not be entitled to vote nor to hold office. All other members shall be elected by the Board of Managers. SEC. 3. Endowment members shall consist of persons, firms, corporations or associations who shall make an endowment payment of Five Thousand Dollars ($5000) to the Institute, and who, upon acceptance thereof by the Board of Managers, shall thereafter have the privilege of nominating annually to the Board of Managers for election (subject to its discretion as to any particular nominee) as Resident members of the Institute for its then current year without payment of dues that number of persons, to be determined from time to time by the Board of Managers, whose annual dues if they were paying annual Resident Membership dues would approximately equal but not exceed the then current income from such endowment payments. Such Endowment Memberships shall be perpetual, and shall be transferable by the holders thereof by will or otherwise: Provided, however, that the Board of Managers at any time may refund Five Thousand Dollars ($5000) to the then holders of any such membership, and annul and terminate that membership. SEC. 4. Contributing members shall consist of firms, corporations, associations or individuals who shall pay annually the sum of Three Hundred Dollars ($300). A Contributing member shall have the right to nominate nineteen persons to the Board of Managers for election as Resident members for the year then current, subject to the discretion of the Board as to any particular nominee, and members thus elected shall pay no dues. SEC. 5. Resident Life members, whose memberships shall not be transferable, are those members who shall pay the sum of Three Hundred Dollars ($300) in any one year. Non-resident Life members shall be those who reside |