§ 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.

§ 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.

§ 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 powers shall cease.

§ 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.

§ 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.

§ 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.

OF THE

Missionary Society of the Methodist Episcopal Church.

AS REVISED BY THE CONCURRENT ACTION OF THE BOARD OF MANAGERS
AND THE GENERAL CONFERENCE OF 1868.

ARTICLE L

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; both of whom shall be entitled to a seat and the right of speaking, but not of voting, in the Board of Managers. Such members, honorary managers, and patrons shall be members of the Society, and entitled to vote at all meetings of the Society, and to elect its officers and managers.

ARTICLE III.

BOARD OF MANAGERS.

The management and disposition of the affairs and property of this Society shall be vested in a Board of Managers, members of the Society, consisting of thirty-two laymen, all being members of the Methodist Episcopal Church, and so many clerical members, not exceeding that number, as shall be determined at each annual election, each of whom shall be a minister of the Methodist Episcopal Church.

The Board shall also have authority to make by-laws, not inconsistent with this constitution, or the charter; to print books for Indian and Foreign Missions, and missions in which a foreign language is used; to fill vacancies that may occur during the year among the officers elective by the Society, or in its own body; and shall present a statement of its transactions and funds to the Society at its annual meeting, and also shall lay before the General Conference a report of its transactions for the four preceding years, and the state of its funds.

ARTICLE IV.

CORRESPONDING SECRETARIES.

The Corresponding Secretary shall be appointed by the General Conference. He shall reside in the city of New York, and conduct the correspondence of the Society under the direction of the Board. He shall be subject to the direction and control of the Board of Managers, by whom his salary is to be fixed and paid. He shall be exclusively employed in conducting the correspondence of the Society, and, under the direction of the Board, in promoting its general interests by traveling or otherwise.

There shall also be two Assistant Corresponding Secretaries, who shall be elected by the General Conference, the first of whom shall reside in the city of New York, and the second of whom shall reside in the West, at such place as the Board of Managers shall direct, and they shall labor to promote the interests of the Missionary cause under the direction of the Board of Managers at New York.

Should the office of a Secretary become vacant by death, resignation, or otherwise, the Board shall have power to provide for the duties of the office until the Bishops, or a majority of them, shall fill the vacancy.

ARTICLE V.

ELECTION OF MANAGERS.

The annual meeting for the election of officers and managers shall be held on the third Monday in November, in the city of New York, and the term of the service of the officers and managers so elected shall commence January first following.

ARTICLE VI.

PRESIDING OFFICER.

At all meetings of the Society, and of the Board, the President, or, in his absence, one of the Vice-Presidents, and in the absence of the President and of all the Vice-Presidents, a member appointed by the meeting for that purpose, shall preside.

ARTICLE VII.
QUORUM.

Twenty-five members at each meeting of the Society, and thirteen at each meeting of the Board of Managers, shall be a quorum.

ARTICLE VIII.

MINUTES.

The minutes of each meeting shall be signed by the chairman of the meeting at which the minutes are read and approved.

ARTICLE IX.

AUXILIARY SOCIETIES.

It is recommended that within the bounds of each annual conference there be established a Conference Missionary Society, auxiliary to this institution, under such regulations as the conferences shall respectively prescribe.

ARTICLE X.

SPECIAL DONATIONS.

Auxiliary societies or donors may designate the mission or missions, under the care of this Society, to which they desire any part or the whole of their contributions to be appropriated; which special designation shall be publicly acknowledged by the Board. But in the event that more funds are raised for any particular mission than are necessary for its support, the surplus shall be at the disposal of the Society for its general purposes.

ARTICLE XI.

GENERAL MISSIONARY COMMITTEE.

The Annual Conferences shall be divided into as many mission districts as there are effective superintendents, and there shall be one member from each mission district to be appointed by the bishops, and a like number of members to be appointed annually by the Board of Managers, who, with the Corresponding Secretaries and Treasurer of the Society, shall constitute a committee, to be called the General Missionary Committee.

The General Missionary Committee shall meet annually in the city of New York, at such time, in the month of November, as shall be determined by the Corresponding Secretaries and Treasurer.

The Bishops shall, also, be duly notified to attend the meetings of the General Missionary Committee, to advise with them in respect of any matters before them.

Said General Missionary Committee, with the concurrence of the Board of Managers, and with the concurrence of a majority of the Bishops present, shall determine what fields shall be occupied as foreign missions, the number of persons to be employed on said missions, and the amount necessary for the support of each mission. Said General Missionary Committee, with the concurrence of the Board and Bishops, as aforesaid, shall also determine the amount for which each Bishop may draw for the domestic missions of the conferences over which he shall preside, and the Bishop shall not draw on the Treasurer for more than said amount. Nevertheless, in the intervals between the meetings of the General Missionary Committee, the Board of Managers, with the concurrence of the Bishop who has charge, or is to have charge of the work proposed, may, if they

shall deem it important, adopt a new foreign mission field; the Board may also provide for any unforeseen emergency that may arise in any of our missions. To meet such demands, the Board may expend any additional amount not exceeding twenty-five thousand dollars.

Should any member of the General Missionary Committee appointed by the bishops go out of office by death, resignation, or otherwise, the Bishops shall appoint another to fill the vacancy.

The General Missionary Committee shall be amenable to the General Conference, to which it shall make full report of its doings.

Any expenses incurred in the discharge of its duties shall be met by the Treasurer of the Society.

ARTICLE XII.

SUPPORT OF SUPERANNUATED AND OTHER MISSIONARIES.

The Board may provide for the support of superannuated missionaries, widows and orphans of missionaries, who may not be provided for by their annual conferences respectively, it being understood that they shall not receive more than is usually allowed to other superannuated ministers, their widows and orphans.

The amount allowed for the support of a missionary shall not exceed the usual allowance of other itinerant preachers; and in the case of domestic missions, the Bishop or president of the conference shall draw for the same in quarterly installments, and shall always promptly notify the Treasurer of all drafts made by him. The administration of appropriations to foreign missions shall be under the direction of the Board of Managers.

No one shall be acknowledged as a missionary, or receive support as such from the funds of this Society, who has not some definite field assigned to him in the service of the Society, or who could not be an effective laborer on a circuit, except as above provided.

ARTICLE XIII.

REPORTS FROM MISSIONS.

Each missionary shall report to his superintendent once a quarter, in writing, the state and prospects of the special work in which he is engaged.

Each superintendent of missions, and where there is no superintendent, each missionary, shall make a regular quarterly report to the Corresponding Secretary at New York, giving information of the state and prospects of the several missions under his care.

ARTICLE XIV.
AMENDMENTS..

This constitution shall not be altered except by the concurrence both of the General Conference and of the Board of Managers.