Charter and by-laws of the Massachusetts Horticultural Society

fae Irs Se ey ie eee Sey Ae oe eer

Massachusetts Horticultural Society.

The Committee appointed in accordance with the vote of the
Society at its meeting of July 5, 1902, to consider the revision of the
Society’s Constitution and By-laws have given the matter much con-
sideration, and now take pleasure in submitting to the members a draft
of a code of By-laws.

They earnestly recommend to the members to be present at the
meeting to be held at Horticultural Hall, 300 Massachusetts Avenue,
Boston, next Saturday, January 3, 1903, at 11 o’clock a.M., when
action will be taken on these By-laws.

Under the existing Constitution, amendments to be finally
adopted must be presented at two meetings, and you will therefore
be called upon to attend again at the April meeting. The Committee
unanimously recommend the acceptance of these By-laws by the

Society.

HENRY P. WALCOTT,
RICHARD M. SALTONSTALL,
C. MINOT WELD,

EDWIN H. JOSE,

WILLIAM H. SPOONER,
WARREN W. RAWSON,
JOHN K. M. L. FARQUHAR,

Boston, December 30, 1902. Committee.

CHARTER’ OF THE: SOCIETY.

AN ACT TO INCORPORATE THE MASSACHUSETTS
HORTICULTURAL SOCIETY.

Section 1. Be tt enacted by the Senate and House of Rep-
vesentatives tn General Court assembled, and by the authority
of the same, That Zebedee Cook, Jr., Robert L. Emmons,
William Worthington, B. V. French, John B. Russell, J. R.
Newhall, Cheever Newhall, and Thomas G. Fessenden, their
Associates and Successors, be, and they hereby are incorpo-
rated, under the name, and by the description of the Massa-
chusetts Horticultural Society, for the purpose of encouraging
and improving the science and practice of horticulture, and
promoting the amelioration of the various species of trees,
fruits, plants and vegetables, and the introduction of new
species and varieties ; with power to make by-laws not incon-
sistent with the Laws of the Commonwealth, for the regula-
tion of said society and the management of the same and of
its concerns; to receive donations, bequests and devises, for
promoting the objects of said society; to lay and collect
assessments on the members not exceeding two dollars per
annum; to enforce the payment of such assessments by ac-
tion for the same; to purchase and hold real estate to the
amount of ten thousand dollars, and personal estate to the
amount of twenty thousand dollars; to elect a treasurer, sec-
retary and other officers,— the appointment of which shall be
provided for in the by-laws of said society ; the meeting for
the election of such officers to be called at the times and in
the manner provided in such by-laws ; to empower the presi-
dent, directors, comptrollers, treasurer, committees, or other
officers or members, or any attorneys, agents or representa-
tives of said society, to transact the business, manage and

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apply the funds, discharge the functions, and promote the ~

objects thereof; to authorize any of the members or officers
of said society to fill vacancies in the various offices of the
same, that may happen in the intervals between the meetings
of the members for choosing officers ; and to commence and
defend suits.

Section 2. Be it further enacted, That in‘case the said
corporation shall, at any time, contract debts beyond their
means and ability to pay at the time of contracting the same,
the officers or other agents of said corporation, so contracting
such debts, shall be personally liable for the same.

SEcTION 3. Be it further enacted, That any member of
said corporation may cease to be a member thereof, by giving
notice to that effect to the president, treasurer, secretary, or
other officers, and paying the amount due from him to the
society.

SecTION 4. Be it further enacted, That the first meeting
of the members of said corporation may be called by any two
or more of the persons named in the first section, by giving
one week’s notice, or more, by advertisement in any newspaper
printed in Boston.

SecTION 5. Be tt further enacted, That this Act may be
altered or repealed at the discretion of the Legislature.

Approved June 12, 1829.

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The Acts in addition to this Act (other than those relating
to Mount Auburn) are : —

1. An Act authorizing the purchase and holding of real
estate to the amount of fifty thousand dollars, approved Feb-
ruary 5, 1844.

2. An Act authorizing the purchase and holding of real
estate to the amount of one hundred thousand dollars, ap-
proved April 25, 1853.

3. An Act authorizing the holding of real estate to the
amount of two hundred and fifty thousand dollars, approved
March 4, 1863.

in exchange

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4. An Act exempting from taxation such portions of real
estate and buildings belonging to incorporated horticultural
societies as are used for their offices, libraries and exhibitions,
approved April 19, 1884.

5. An Act authorizing the holding of real and personal
estate to an amount not exceeding one million dollars, ap-
proved May 2, 1895. |

BY-LAWS

OF THE

MASSACHUSETTS sepORTICU LIVER.
SOCTE YY.

PRELIMINARY.

These By-laws shall, except as hereinafter provided, go into
effect on the morning of the first day of January, 1904.

The officers of the Society provided for in Section I. of these
By-laws, other than the Delegate to the State Board of Agri-
culture, whose terms shall begin on the first day of January,
1904, Shall be elected at a meeting of the Society to be held
on the second Saturday after the first Monday of November,
1903.

The present Delegate to the State Board of Agriculture
elected at the meeting held on the first Saturday of October,
1902, to serve for three years, shall hold office until the first
day of January, 1906, and his successor shall be elected at the
annual meeting of the Society to be held in November, 1905.
Appropriations for prizeg and gratuities to be awarded in the
year 1904 shall be made at said meeting to be held on the
second Saturday after the first Monday in November, 1903,
on the recommendation of the existing Executive Committee ;
but no other appropriations shall be then made calling for any
disbursements after the first day of January, 1904.

The ballots for such election shall be printed by the Secre-
tary, and the names of candidates nominated for each office
shall be printed thereon in alphabetical order, and the voting
shall be as provided in Section XV. of these By-laws.

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Nominations for officers to be elected at said meeting to be
-held on the second Saturday after the first Monday in
November, 1903, shall be made as provided in Clause 2 of
Section XIV. of these By-laws, and in no other manner; and
the Secretary shall, immediately on receiving them, post such
nominations in some public place in the Society’s building.
The Secretary shall also send a notice of said meeting to
every member of the Society, as provided in Section I. of these
By-laws. ;

No officer of the Society, professor, or member of any
board or of any committee, shall be elected or appointed until
said meeting, for a period expiring later than the 31st of
December, 1903; and the existing Constitution and By-laws
are hereby amended or repealed, so far as may be necessary to
make this section effectual.

SECTION: a:
MEETINGS.

The annual meeting of the Society for the transaction of
business and for the election of officers,— namely, a President,
two Vice-Presidents, a Treasurer, a Secretary, a Delegate to
the State Board of Agriculture, a Board of Trustees, and a
Nominating Committee,— shall be held on the second Satur-
day after the first Monday in November, and the officers
elected shall enter upon their duties on the first day of
January ensuing.

In addition to the annual meeting there shall be held a
meeting at noon on the first Saturday in January in each
year to be called the inaugural meeting, at which the Presi-
dent shall make an inaugural address, and the Treasurer and
Secretary, whose terms of office expired on January first pre-
ceding, the Board of Trustees, the Library Committee, the
Committee on Lectures and Publications, and every existing
committee appointed by the Board of Trustees under the

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provisions of clause (8) Section IX. of the By-laws shall
each make a report to the Society for the preceding year.
No business except the hearing of such address and the
acceptance or rejection of such reports shall be transacted at
the inaugural meeting.

Special meetings of the Society may be called by order of
the President, or by any five of the Board of Trustees, or
upon request of fifteen members of the Society.

A notice of each meeting and of every adjourned meeting
shall be mailed by the Secretary to each member at his last
address appearing on the records of the Secretary at least ten
days prior to the meeting ; and the notice of a special meeting
shall specify the business to be considered at such meeting,
which shall be proposed as provided in Section II., and no
business other than that specified shall be transacted thereat,
and no new business shall be transacted at any adjourned
meeting. :

Thirty members shall constitute a quorum at any meeting
of the Society.

SECTION ‘i.
POWERS RESERVED TO THE SOCIETY.

The Society may, except as herein provided, by vote of its
members, at any annual meeting or special meeting called as
provided by Section I., transact any business lawful under its
Charter and By-laws; may instruct the Trustees and other
officers of the Society ; and the vote of the Society shall
supersede the action of any of its officers : provided, however,
that acquired rights of third parties shall not be thereby
impaired. No vote calling for any appropriation of money or
any sale or conveyance of any of the Society’s property shall
be valid without the approval of the Board of Trustees, except
that the Society may, by a vote of a majority of all its mem-
bers, authorize such sale or conveyance of the real estate
belonging to the Society without the approval of the Board of
Trustees.

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The Trustees, or any five of them, or any fifteen members
of the Society, may propose business to be considered at any
special meeting, of which proposed business notice shall be
given as provided in Section I. No sale of the Society’s real
estate, and no expenditure or contract therefor amounting to
more than five thousand dollars for any one purpose, shall be
valid and binding on the Society unless authorized by a vote
of the Society.

SECTION? hu:
OFFICERS.

The officers of the Society shall consist of a President, two
Vice-Presidents,.a Treasurer, a Secretary, a Delegate to the
State Board of Agriculture, a Board of Trustees of fifteen
members, a Nominating Committee of five members, and such
other officers and committees as the Board of Trustees shall
appoint, according to Section IX.: provided, however, that no
person shall be eligible to any office unless he shall have been
a member of the Society for two years preceding.

Serr 1 Gan av.
THE PRESIDENT.

The President shall be elected annually by the Society, and
shall be ev officto a member of the Board of Trustees. His
duties shall be to preside at the meetings of the Society and
of the Board of Trustees; to preserve order; to state the
business before the meeting; to state and put questions;
and, in case of an equal division on any question, to give the
casting vote; and to call for accounts and reports from all
committees.

SECTIONS Vv:
THE VICE-PRESIDENTS.

There shall be two Vice-Presidents, who shall, except as
provided in Section X., be elected by the Society on alternate

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years, and shall serve two years. In the absence of the |

President, the senior Vice-President present shall exercise all
the authority, privileges, and powers of the President ; and, in
case neither the President nor either Vice-President shall be
present at any meeting, the meeting shall choose a President
pro tempore, who shall be invested with all the powers and au-
thority of the President.

SECTION: WT.
THE TREASURER.

The Treasurer shall be elected annually by the Society, and
shall have the following powers and duties : —

(a) He shall have charge of the funds of the Society, and
shall deposit the same in such bank or trust company as the
Board of Trustees shall direct, where his account as Treas-
urer shall be kept; and all payments shall be made by
check. .

(4) He shall attend to the renting of the Building and the
collection of the rents and other income of the Society.

(c) He shall pay prizes and gratuities upon the written
order of the Board of Trustees or the chairman of any com-
mittee authorized by said Board to give such order, and shall
pay no bills until audited by an officer designated by the
Board of Trustees.

(2) He shall have the care and custody of the seal of the
Society and of the dies for the medals ; and he shall cause
the medals to be struck and certificates of merit to be pre-
pared, when required, and shall deliver them as awarded.

(ec) He shall have in his safe keeping the bonds, deeds,
notes, certificates of stock, and other evidences of property,
unless the Board of Trustees shall otherwise direct.

(f/f) He shall, unless the Board of Trustees shall otherwise
order, make all transfers and investments, with the consent
and approval of the Board of Trustees.

(g¢) He shall pay the taxes, insurance, interest on loans,

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and other debts, and keep a correct account of the receipts
and disbursements of the Society.

(2) He shall, in January of each year, send to every annual
member a bill of the amount due from him.

(2) He shall, as early in the year as possible, present to
the Board of Trustees a full statement of receipts and ex-
penditures for the preceding year. The fiscal year shall
commence on the first day of January, and all assessments for
the ensuing year shall be due at that time. He shall annually
make a report to the society at the inaugural meeting at the
close of his term of office.

(7) He shall give bond for the faithful performance of his
duties in such sum and with such sureties as shall be ap-
proved by the Board of Trustees.

(2) He shall not make or issue any note or other negoti-
able instrument unless expressly authorized in each case so
to do by the Board of Trustees who shall in each case in
their vote containing such authorization provide that such
note or other obligation shall not be valid or binding on
the Society until countersigned by some person designated
in such vote: provided, however, that he may be given
authority by a general vote of the Board of Trustees to draw
checks on the funds of the Society on deposit, as provided
in Clause (a) of this Section VI.

He shall, in the discharge of all his duties, be subject to the
control of the Board of Trustees.

SECTION > Vil.
THE SECRETARY.

The Secretary shall be elected annually by the Society.
He shall: conduct the correspondence of the Society, and
shall keep copies of the same in a book provided for the pur-
pose which shall be open to the inspection of the members at
any meeting. He shall receive and read all letters and papers

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addressed to the Society, and shall dispose of them as pro- .

vided by the By-laws or directed by the Society or by the
Board of Trustees. He shall regularly record the proceed-
ings at every meeting and every adjourned meeting of the
Society in a book to be kept for that purpose. He shall
call special meetings of the Society when ordered or requested,
as provided in Section I. .

He shall give notice to each person of his election to office
or membership in the Society. He shall record the election
of every member, and report his name and residence to the
Treasurer. He shall deliver to the Board of Trustees a copy
of the proceedings of each meeting, whenever requested, and
shall prepare and countersign all diplomas or certificates of
membership.

He shall prepare for each annual election an alphabetical
list of the members of the Society.

He shall, under the direction of the Committee on Lect-
ures and Publications, act as editor of the publications of the
Society, prepare them for the press, and superintend the
printing thereof. He shall make notes, for publication, of
meetings for discussion of horticultural subjects, and shall
perform such other literary work as may be directed by the
Society or the Board of Trustees, or as may not be otherwise
provided for.

In the absence of the Secretary at any meeting the Presi-
dent shall appoint a Secretary pro tempore.

SECTION, Wii.
DELEGATE TO THE STATE BOARD OF AGRICULTURE.

The term of office of the Delegate to the State Board of
Agriculture shall be for three years, and he shall be chosen

at the annual meeting whenever his term of office is about.

to expire.

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SECTION’ IX,
BOARD OF TRUSTEES.

The Board of Trustees shall consist of fifteen members,
including the President and the two Vice-Presidents, who
shall be members of the Board ex officizs. Four members in
addition to the President and one Vice-President shall be
chosen each year, except as provided in Section X., and shall
serve for the term of three years. .

The Board of Trustees shall hold stated meetings on the
first Saturdays of January, April, and October in each year.
Special meetings of the Board may be called by the President
or by a call signed by any two members of the Board on at
least three days’ notice, which may be given by mail at the
last address of the member so notified appearing on the
records of the Secretary. This notice may be waived in
writing. Eight members of the Board shall constitute a
quorum thereof.

In the absence of action by the Society as provided in
Section II., the Board of Trustees shall have and exercise the
following powers and duties : —

(1) They shall have general charge and direction of the
business of the Society.

(2) They shall have the care and management of the
Society’s real estate, and may lease the same, or any part
thereof, and make all necessary repairs; but no sale of the
Society's real estate, except sales of shares in real estate
trusts, so called, held by the Society as part of its invested
funds, shall be valid without a vote of the Society authorizing
such sale.

(3) They shall have the care and management of the So-
ciety’s invested funds and other personal property, with power
to invest, reinvest, and transfer the same in their discretion,
or they may authorize and approve transfers and investments
made by the Treasurer, as provided in Section VI. They shall

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have the care of all stocks, bonds, and other personal prop- +

erty of the Society, but may leave the custody of the same
in the Treasurer, as provided in Section VI; and they shall
annually audit, or cause to be so audited, the Treasurer’s
accounts. .

(4) They shall consider and pass upon all questions of the
appropriation of money, and shall, at the annual meeting,
recommend to the Society the amount to be appropriated for
prizes and gratuities and such other appropriations as they
may deem advisable during the ensuing year. They may,
however, subject to the provisions of Section II., make such
additional appropriations for the purposes of the Society as
they deem proper.

(5) They shall appoint the following committees: a
Finance Committee; a Library Committee, and a Committee
on Lectures and Publications. The members of the Finance
Committee shall all be members of the Board of Trustees.
The members of the Library Committee and the Committee
on Publications need not all be members of the Board of
Trustees.

(a) The Finance Committee. —The Finance Committee
shall, except as herein provided, have and enjoy all powers
and duties given by this Section IX. to the Board of Trustees
in relation to the care and management of the Society’s prop-
erty, real and personal, other than its Library.

(6) The Library Committee.—The Library Committee
shall, except as herein provided, have all powers given
by this Section IX. to the Board of Trustees in relation to
the care and management of the Library of the Society.

(c) The Committee on Lectures and Publications— The
Committee on Lectures and Publications shall superintend all
publications of the Society and have the direction in each
year of six or more lectures and essays on horticultural sub-
jects, including that provided for by the John Lewis Russell
Fund.

In addition to these committees the Board of Trustees may

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appoint such other committees from among their number as

‘they see fit,and may delegate to such committees any of their
powers ; but no expenditure or contract for expenditure ex-
ceeding five hundred dollars at any one time, and no appoint-
ment of committees or officers of the Society, and no election
of members thereto, shall be valid or binding without the
action of a majority of the full Board of Trustees at a legal
meeting.

Any powers given to any committee by the provisions of
this clause (5) and any powers delegated to any such commit-
tee by special vote of the Board of Trustees, may be with-
drawn or limited by vote of said Board at any subsequent
time. The Board may at any time remove any or all of the
members of any such committee, and substitute others in
their places.

(6) They shall appoint a Superintendent of the Building
and a Librarian of the Society, and define their duties, except
when these are determined by the By-laws, and may remove
them or either of them, and appoint others in their stead,
whenever, in their opinion, the interests of the Society shall
require it. They may employ such additional assistants as
they deem best, and shall determine the compensation of all
officers and agents of the Society.

(7) They shall arrange for six or more exhibitions of
flowers, plants, fruits, and vegetables in each year, and shall
have the entire charge of all arrangements for conducting the
same.

(8) They shall appoint each year the following standing
committees, the members of which need not be members of
the Board of Trustees: (a) on plants and flowers; (4) on
fruits ; (c) on vegetables. Each of these committees shall con-
sist of three or more members. They shall also appoint each
year a standing committee of five or more members on gar-
dens. The President shall be one of this committee er
officio. In addition to the standing committees named in this
Clause (8) the Board of Trustees may appoint such additional

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committees as may be required for conducting special exhibi- ©
tions and for awarding prizes, and may, in their discretion,
appoint persons from outside the membership of the Society
to act as judges to award prizes either alone or in conjunction
with any committee.

The Board of Trustees may delegate appropriate powers to
any of the committees appointed under this Clause (8), except-
ing the power to appropriate money ‘or to dispose of prop-
erty of the Society. They may at any time revoke powers so
delegated, and may at any time, in their discretion, remove
any member of any such standing committee and substitute
any other in his place.

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SECTHON: xX.

FIRST ELECTION OF VICE-PRESIDENTS AND BOARD OF
TRUSTEES.

At the first meeting at which officers are to be elected, two
Vice-Presidents shall be chosen, one to hold office until the
qualification of his successor chosen at the annual meeting in
November, 1904, and one to hold office until the qualification
of his successor chosen at the annual meeting in November,
1905.

There shall also be chosen at said meeting twelve mem-
bers of the Board of Trustees in addition to the President
and two Vice-Presidents, so that the total number of said
Board shall be fifteen. Four of said Trustees, other than the
President and Vice-Presidents, shall be elected to and _ shall
hold office until the qualification ‘of their successors chosen at
the annual meeting in November, 1906; four shall be elected
to and shall hold office until the qualification of their suc-
cessors chosen at the annual meeting held in November,
1905; and the remaining four shall be elected to and _ shall
hold office until the qualification of their successors chosen at
the annual meeting held in November, 1904.

SECTION sXI.
THE LIBRARIAN.

The Librarian shall have charge of all books, drawings,
engravings, herbariums, and other articles appertaining to the
Library, and shall attend to the purchase, recording, cata-
loguing, arranging, binding, delivering, and receiving of
books: these duties to be performed under the direction of
the Board of Trustees or other committee thereof duly au-
thorized or of the Library Committee. He shall, as far as
possible, assist those desiring to use the Library in their in-
vestigations.

SECTION XI.
THE SUPERINTENDENT OF THE BUILDING.

The Superintendent of the Building shall, under the gen-
eral direction of the Board of Trustees, or the Finance Com-
mittee, or other committee thereof duly authorized, or under
the direction of the Treasurer, if the Board of Trustees shall
so vote, have charge of the premises, and shall see that they
are kept clean and in good repair, and that all Rules and Reg-
ulations in regard to their care are strictly enforced.

SECTION? XII,
VACANCIES.

Whenever a vacancy occurs in any office of the Society,
such vacancy shall be filled by the Board of Trustees until
the next annual meeting, when candidates shall be nominated
as provided by these By-laws to fill the remaining term, if
any, for which the vacancy exists.

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SECTION XIV.
NOMINATING COMMITTEE.

(1) A Nominating Committee of five members shall be
elected by the Society at its annual meeting. Said commit-
tee shall nominate at least twice the number of candidates re-
quired to fill each office of the Society. Said committee shall
file such nominations with the Secretary at least one month be-
fore the annual meeting. The Secretary shall, immediately on
receiving such nominations, post the same in some public
place in the Society’s Building.

(2) Nominations for any office, in addition to those made
by the Nominating Committee, may be made, by papers
signed by fifteen or more members of the Society, and de-
posited with the Secretary at least two weeks before the
annual meeting. The Secretary shall, immediately on receiv-
ing such nominations, post the same in some public place in
the Society’s Building. 3

(3) The Secretary shall have the ballots printed under
direction of the Nominating Committee. Each ballot shall
state the number to be elected for each office and the names
of candidates for each office shall be printed in alphabetical
order. If any ballot is marked for more than the required
number, the ballot shall be declared void as a vote for that
office for which the excessive number is marked. Only such
candidates shall be voted-for as shall have been nominated
as above provided in clauses (1) and (2) of this section.

SECTION XV.
VOTING.

All elections of the Society shall be by Australian ballot ;
and the polls shall be continuously open between the hours of
twelve noon, and four in the afternoon on the day of the
annual meeting.

ils en ag

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The President or presiding officer shall appoint a committee
of three to receive, assort, and count the votes given, and re-
port the number. A plurality shall elect, and the President
shall declare who are elected.

Voting by proxy shall not be allowed at any meeting.

SECTION XVI.
MEMBERSHIPS.

Any member may propose candidates for life or annual
membership to the Board of Trustees. Such proposal shall
be in writing and shall be accompanied by a statement of the
qualifications of such candidate for membership. On any
candidate being so proposed, said Board shall cause his name
and the name of the member proposing him to be posted for
at least one month in some public place in the Society’s Build-
ing. During said month any member may file with the Sec-
retary a written protest against the election of said candidate,
and no candidate shall be eligible against whom thirty or more
such protests have been so filed. At the first meeting of the
Board of Trustees held after the expiration of the month
during which the name of the candidate has been so posted,
his name shall be voted on by such Board; and he shall be
elected by a majority of the full number of such Board so
voting. The candidate so elected shall qualify himself for
membership within six months from the date when notice of
his election is given him, or his election shall be void.

LIFE MEMBERS.

A payment of thirty dollars shall constitute a life member-
ship, and exempt the member from all future assessments ;
and any.annual member, having paid all dues, may become a
life member by the payment of twenty dollars in addition
thereto.

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ANNUAL MEMBERSHIP.

‘Every annual member, before he receives his diploma or
exercises the privileges of a member, shall pay the sum of
ten dollars as an admission fee, and shall be subject after-
wards to an annual assessment of two dollars.

PRIVILEGES.

Each member of the Society shall be entitled to the follow-
ing privileges : —

1. To be present and vote at all the meetings of the So-
ciety.

2. To have personal access to the Library, and to consult
any of the periodicals, books, or plates, or to examine any of
the models belonging to the Society, under rules established
by the Board of Trustees.

3. To have free admission to all the exhibitions of the
Society, for himself and his immediate family.

4. To receive all the publications of the Society under rules
established by the Board of Trustees.

SECTION’ XVII,

WITHDRAWAL OR DISCONTINUANCE OR EXPULSION OF
MEMBERS.

Any member may cease to be a member by giving notice
to that effect to the Secretary and paying the amount due
from him to the Society. Any member who shall neglect for
the space of two years to pay his annual assessment, after
due notice from the Treasurer, shall cease to be a member.
The Treasurer shall give notice of such withdrawal or dis-
continuance to the Secretary, who shall erase such members’
names from the list.

If any member shall dishonor the Society, or shall be guilty
of any breach of good faith thereto, he may be expelled at
any meeting of the Society, two-thirds of the members

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present voting therefor. But no member shall be expelled
unless a written notice of the motion be served by the
Secretary upon him personally, or left at his last or usual
place of abode, at least twenty days before it is acted upon.

SRC TION «| VIET.
HONORARY AND CORRESPONDING MEMBERS.

The Society may, upon recommendation of the Board of
Trustees, elect Honorary and Corresponding Members at any
annual or special meeting, to each of whom the Secretary
shall transmit a Diploma or Certificate of Election, under the
seal of the Society, signed by the President and countersigned
by the Secretary ; and such members shall not be entitled to
hold office or to vote at any meeting.

SECTION XIX.
PRIZES AND GRATUITIES.

Prizes and gratuities may be awarded by the Board of
Trustees, or by such committees or judges as may be ap-
pointed by them for such purpose, to any person for the ex-
hibition of any fruits, plants, flowers, or vegetables, either
new of their kind or of uncommon excellence; or for any
new and successful method of cultivating any variety of
fruits, flowers, plants, trees, shrubs, or vegetables; or for
any other object immediately connected with horticulture ;
or for the essential advancement of the objects of the So-
ciety in any other way. But no gratuity shall be awarded for
any object which shall have been entered or exhibited for a
prize. No award shall be made for any unworthy exhibit,
and no gratuity given shall be of a larger amount than the
lowest price established for the same exhibit.

20

SECTION XX.
AMENDMENTS.

Amendments to the By-laws may be proposed in writing
by any member of the Society to the Board of Trustees at any
meeting of the Board of Trustees held at least two months
before the next annual meeting of the Society, and, on being
approved by a majority of the Board, shall be filed with the
Secretary in their original form or as amended at least thirty
days before such annual meeting, and shall subsequently be
submitted to such annual meeting; or any thirty members
may propose amendments to be acted upon at any annual
meeting of the Society, without the approval of the Board
of Trustees, by filing the amendments in writing with the
Secretary thirty days at least before such annual meeting.
The vote on each amendment shall be “‘ Yes”’ or “ No.”

The Secretary shall, at least three weeks before the meet-
ing at which the same are to be considered, mail a copy of
every proposed amendment to each member of the Society at
his last address appearing on the records of the Secretary.

All amendments proposed shall be printed on one ballot,
with a space for voting “Yes” or “No” opposite each
amendment, thus : —

If you wish the amendment adopted, put across | yr
under “Yes.” If not, under ‘‘ No.” S.| NO.

(Here the subject of the amendment.)

Any amendment shall be adopted if it receives two-thirds
of the votes cast. The polls shall remain open for the pur-
pose of voting on any proposed amendments between the
hours of noon and four in the afternoon, and the voting .shall
be by Australian ballot.