Church, and thirty-two traveling ministers of the Methodist Episcopal Church. Such Board of Managers may fill any vacancy happening therein, until the term shall commence of the Managers elected at such annual meeting; shall have power to direct by what officer the conveyance of real estate by said Corporation shall be executed; and shall have such other power as may be necessary for the management and disposition of the affairs and property of the said Corporation, in conformity with the Constitution of said Society as it now exists, or as it may, in the manner therein provided, be from time to time amended.

SEC. 5. Thirteen members of the said Board of Managers, at any meeting thereof, shall be a sufficient number for the transaction of business; and at any meeting of the Society twenty-five members shall be a quorum. The Managers elected at each annual meeting of the Society shall be the Managers of such Corporation for one year from the first day of January following, and until others, elected in their places, shall be competent to assume their duties. The Corresponding Secretaries of said Society shall be elected by the General Conference of the Methodist Episcopal Church, and shall hold their office for four years, and until their successors are elected; and in case of a vacancy by resignation, death, or otherwise, the Bishops of the said Methodist Episcopal Church shall elect their successors, to hold their office till the ensuing General Conference.

SEC. 6. The said Corporation shall be capable of taking, receiving, or holding any real estate, by virtue of any devise contained in any last will and testament of any person whomsoever; subject, however, to the limitation expressed in the second section of this Act, as to the aggregate amount of such real estate; and also to all provisions of law now existing in relation to devises and bequests; and the said Corporation shall be also competent to act as a Trustee in respect to any devise or bequest pertaining to the objects of said Corporation; and devises and bequests of real or personal property may be made directly to said Corporation, or in trust, for any of the purposes comprehended in the general objects of said Society; and such trusts may continue for such time as may be necessary to accomplish the purposes for which they may be created.

SEC. 7. The said Corporation shall also possess the general powers specified in and by the third title of chapter eighteen of the first part of the Revised Statutes of the State of New York.

SEC. 8. This Act shall take effect immediately.

AN ACT to Amend the Charter of the Missionary Society of the Methodist Episcopal Church. Passed April 4, 1873.

The People of the State of New York, represented in Senate and Assembly, do enact as follows:

SECTION 1. The Act entitled "An Act to Amend the Charter of the Missionary Society of the Methodist Episcopal Church," passed April fourteenth, eighteen hundred and sixty-nine; also the Act entitled "An Act to Consolidate the several Acts relating to the Missionary Society of

the Methodist Episcopal Church into one Act, and to amend the same," passed April eleventh, eighteen hundred and fifty-nine; and the Act entitled “An Act to Incorporate the Missionary Society of the Methodist Episcopal Church," passed April ninth, eighteen hundred and thirty-nine, and the several Acts amendatory thereof, and relating to the said Society, are respectively hereby amended and consolidated into one Act; and the several provisions thereof, as thus amended and consolidated, are comprised in the following sections:

SEC. 2. All persons associated, or who may become associated, together in the Society above named are constituted a body corporate, by the name and style of "The Missionary Society of the Methodist Episcopal Church," and are hereby declared to have been such body corporate since the passage of said Act of April ninth, eighteen hundred and thirtynine; and such Corporation is and shall be capable of purchasing, holding, and conveying such real estate as the purposes of the said Corporation shall require; but the annual income of the estate held by it at any one time, within the State of New York, shall not exceed the sum of seventy-five thousand dollars.

SEC. 3. The objects of the said Corporation are charitable and religious; designed to diffuse more generally the blessings of education and Christianity, and to promote and support missionary schools and Christian missions throughout the United States and Territories, and also in foreign countries.

SEC. 4. The management and disposition of the affairs and property of the said Corporation shall be vested in a Board of Managers, composed of thirty-two laymen of the Methodist Episcopal Church, and thirty-two traveling ministers of the Methodist Episcopal Church, appointed by the General Conference of said Church at its quadrennial sessions, and of the Bishops of said Church, who shall be ex-officio members of said Board. Such Managers as were appointed by said General Conference at its last session shall be entitled to act as such from and after the passage of this Act, until they or others appointed by the ensuing General Conference shall assume their duties. Any such Board of Managers may fill any vacancy happening therein until the term shall commence of the Managers appointed by an ensuing General Conference, said Board of Managers shall have such power as may be necessary for the management and disposition of the affairs and property of said Corporation, in conformity with the Constitution of said Society as it now exists, or as it may be from time to time amended by the General Conference, and to elect the officers of the Society, except as herein otherwise provided; and such Board of Managers shall be subordinate to any directions or regulations made, or to be made, by said General Conference. SEC. 5. Thirteen members of the said Board of Managers, at any meeting thereof, shall be a sufficient number for the transaction of business. The Corresponding Secretaries, the Treasurer, and the Assistant Treasurer of said Society shall be elected by the General Conference of the Methodist Episcopal Church, and shall hold their office for four years,

and until their successors are elected; and in case of a vacancy by resignation, death, or otherwise, the Bishops of the said Methodist Episcopal Church shall fill any vacancy in the office till the ensuing General Conference. And until the next session of the General Conference said Board of Managers may appoint and remove at pleasure the Treasurer and the Assistant Treasurer of said Corporation; and the latter officer may exercise his duties, as the Board may direct, in any State.

SEC. 6. The said Corporation shall be capable of taking, receiving, or holding any real estate, by virtue of any devise contained in any last will and testament of any person whomsoever; subject, however, to the limitation expressed in the second section of this Act as to the aggregate amount of such real estate, and also to the provisions of an Act entitled “An Act Relating to Wills," passed April thirteen, eighteen hundred and sixty; and the said Corporation shall be also competent to act as a Trustee in respect to any devise or bequest pertaining to the objects of said Corporation, and devises and bequests of real or personal property may be made directly to said Corporation, or in trust, for any of the purposes comprehended in the general objects of said Society; and such trusts may continue for such time as may be necessary to accomplish the purposes for which they may be created.

SEC. 7. The said Corporation shall also possess the general powers specified in and by the Third Title of Chapter Eighteen of the First Part of the Revised Statutes of the State of New York.

SEC. 8. This Act shall take effect immediately.

Part 1, Chapter XVIII, Third Title of Art. 3.

OF THE GENERAL POWERS, PRIVILEGES, AND LIABILITIES OF CORPORATIONS.

SECTION 1. Every Corporation, as such, has power:

1. To have succession, by its corporate name, for the period limited in its Charter; and when no period is limited, perpetually.

2. To sue and be sued, complain and defend, in any court of law or equity. 3. To make and use a common seal, and alter the same at pleasure. 4. To hold, purchase, and convey such real and personal estate as the purposes of the Corporation shall require, not exceeding the amount limited in the Charter.

5. To appoint such subordinate officers and agents as the business of the Corporation shall require, and to allow them a suitable compensation. 6. To make By-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock.

SEC. 2. The powers enumerated in the preceding section shall vest in every Corporation that shall hereafter be created, although they may not be specified in its Charter, or in the act under which it shall be incorporated.

SEC. 3. In addition to the powers enumerated in the first section of this title, and to those expressly given in its Charter, or in the act under which it is or shall be incorporated, no Corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given.

SEC. 4. No Corporation created, or to be created, and not expressly incorporated for banking purposes, shall, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidences of debt; of receiving deposits; of buying gold and silver, bullion, or foreign coins; of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, upon loan, or for circulation as money.

SEC. 5. Where the whole capital of a Corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay, on each share held by him, the sum necessary to complete the amount of such share, as fixed by the Charter of the Company, or such proportion of that sum as shall be required to satisfy the debts of the Company.

SEC. 6. When the corporate powers of any Corporation are directed by its Charter to be exercised by any particular body, or number of persons, a majority of such body, or persons, if it be not otherwise provided in the charter, shall be a sufficient number to form a board for the transaction of business; and every decision of a majority of the persons duly assembled as a board shall be valid as a corporate act.

SEC. 7. If any Corporation hereafter created by the Legislature shall not organize and commence the transaction of its business within one year from the date of its incorporation, its corporate power shall cease. SEC. 8. The Charter of every Corporation that shall hereafter be granted by the Legislature shall be subject to alteration, suspension, and repeal, in the discretion of the Legislature.

SEC. 9. Upon the dissolution of any Corporation created, or to be created, and unless other persons shall be appointed by the Legislature, or by some court of competent authority, the directors or managers of the affairs of such Corporation at the time of its dissolution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the Corporation dissolved, and shall have full power to settle the affairs of the Corporation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of debts and necessary expenses.

SEC. 10. The persons so constituted trustees shall have authority to sue for, and recover, the debts and property of the dissolved Corporation, by the name of the trustees of such Corporation, and shall have full power to settle the affairs of the Corporation, describing it by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such Corporation to the extent of its property and effects that shall come into their hands.

CONSTITUTION

OF THE

Missionary Society of the Methodist Episcopal Church,

AS REVISED BY THE GENERAL CONFERENCE OF 1888.

ARTICLE I.

NAME AND OBJECTS OF THE SOCIETY.

THE name of this association shall be "THE MISSIONARY SOCIETY OF THE METHODIST EPISCOPAL CHURCH." Its objects are charitable. and religious; designed to diffuse more generally the blessings of education and Christianity, and to promote and support missionary schools and Christian missions throughout the United States and Territories, and also in foreign countries, under such rules and regulations as the General Conference of the Methodist Episcopal Church may from time to time prescribe.

ARTICLE II.

MEMBERS, HONORARY MANAGERS, AND PATRONS.

The payment of twenty dollars at one time shall constitute a member for life. Any person paying one hundred and fifty dollars at one time into the treasury shall be an honorary manager for life; and the contribution of five hundred dollars shall constitute the donor an honorary patron for life: any such honorary manager or patron shall be entitled to a seat, and the right of speaking, but not of voting, in the Board of Managers.

ARTICLE III.

BOARD OF MANAGERS.

The management and disposition of the affairs and property of the said Corporation shall be vested in a Board of Managers, consisting of the Bishops of said Church, who shall be ex-officio members of said Board, and thirty-two laymen, and thirty-two traveling ministers of the Methodist Episcopal Church, elected by the General Conference of the Methodist Episcopal Church, according to the requirements of the existing Charter of the Society: vacancies in the Board shall be filled as the