graph of this Memorandum, or of any such further conditions, the liability of every ordinary member of the Society shall be unlimited, and the liability of every member who has received any such dividend, bonus, or other profit, as aforesaid, shall likewise be unlimited. 8. Every ordinary member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up during the time that he is an ordinary member, or within one year afterwards, for payment of the debts and liabilities of the Society, contracted before the time at which he ceases to be an ordinary member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding 10l.; or in case of his liability becoming unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this Memorandum. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Society in pursuance of this Memorandum of Asso ciation. Names, Addresses, and Description of Subscribers. EDWARD SCHUNCK, Vine Street, High er Broughton, Chemist. EDWARD WILLIAM BINNEY, 55 Peter Street, Manchester, Solicitor. ROBERT ANGUS SMITH, 22 Devonshire Street, All Saints', Manchester, Inspector of Alkali Works. WILLIAM GASKELL, Minister, 84 Plymouth Grove, Manchester. SAMUEL BROUGHTON, Collector, Heaton Mersey, Manchester. JOSEPH BAXENDELL, 32 Crescent Road, Cheetham Hill, Agent. BB OSBORNE REYNOLDS, 23 Lady Barn Road, Fallowfield, Manchester, Professor of Engineering. Dated this ninth day of March, 1875. HENRY MERE Ormerod, 5 Clarence Street, Manchester, Solicitor. Articles of Association of the Manchester Literary and Philosophical Society. It is hereby agreed as follows: 1. The regulations contained in the table marked A in the first schedule to the Companies Act, 1862,' shall not apply to this Society, but instead thereof, the following shall be the regulations of the Society, subject nevertheless to repeal and alterations thereof, and additions thereto, as is provided by these presents. INTERPRETATION. 2. In the interpretation of these presents the following words and expressions shall have the following meanings, unless such meanings be excluded by the subject or context, viz. : 'The Society' means the Manchester Literary and Philosophical Society. 'The Statutes' means and includes the 'Companies Act, 1862,' the 'Companies Act, 1867,' and every other Act from time to time in force concerning Joint Stock Companies with limited liability, and necessarily affecting the Society. 'These Presents' means and includes the 'Memo randum of Association,' and the regulations and Articles of Association of the Society from time to time in force. 'Special Resolution' means a special resolution of the Society, in accordance with section 51 of the 'Companies Act, 1862.' 'The Property' means the lands, buildings, funds, books, instruments, furniture, and other real and personal property from time to time of the Society. 'Ordinary Member' means an ordinary member of the Society, as defined by these presents. 'Corresponding Member' and 'Honorary Member' respectively mean persons occupying the positions or relations with reference to the Society, which are by these presents attributed to or prescribed for corresponding and honorary members of the Society respectively. Secretary' means any one of the Secretaries from time to time of the Society, and any temporary substitute for such Secretary. 'Ordinary Meeting' means an ordinary meeting or assembly of members, whether ordinary, corresponding, or honorary, for literary, scientific, or philosophical purposes. 'General Meeting' means a general meeting of ordinary members of the Society duly called and constituted for the purpose of electing members or officers, or for financial or constitutional purposes, or for purposes not within the power of ordinary meetings, and any adjourned holding of such general meeting 'Council' means a meeting of the members of the council, duly called and constituted, or (as the context may require) such of the members of the council as are present at a meeting thereof, or (as to the decision of any question, or the exercise of any power, which the council are by these presents or the statutes enabled to exercise), the majority of those members of the council who shall be present at a meeting thereof, such majority being a majority in number of votes according to the provisions of these presents, with respect to the votes of the chairman and members of council present at a meeting thereof. 'Office' means the registered office from time to time of the Society. 'Month' means calendar month. Words importing the singular number only shall 3. For the purposes of registration, the number of the ordinary members of the Society is declared not to exceed two hundred. 4. The Society is established for the purposes expressed in its 'Memorandum of Association,' and its business and affairs and property shall be carried on, conducted, and managed by or under the direction of the council, subject only to such control as is by these presents reserved to or vested in general meetings of the Society. CONSTITUTION. 5. Such of the present members of the Society heretofore called the Literary and Philosophical Society of Manchester as shall be desirous of becoming members of the Company constituted by the foregoing Memorandum of Association, and shall respectively subscribe these Articles of Association, or shall, within twelve calendar months next after the incorporation of the Company, either pay the hereinafter-mentioned composition for subscriptions of 25 guineas, or annual subscription of 21. 25., or signify in writing to the Secretary for the time being of the said Company their desire to become members of the said Company, shall be the first and present members of the said Company. 6. The Society, so far as its constitutional and financial powers, rights, and obligations are concerned, shall consist of ordinary members only; but it may elect and admit to the ordinary meetings and to such of the privileges and benefits of the Society as are not by these presents confined to ordinary members, other persons who, according to circumstances, shall be styled either corresponding members or honorary members. 7. Persons who have attained the age of twenty-one years, and have given proof by their writings, researches, or attainments of being duly qualified in those respects, may be elected ordinary members 8. The ordinary members shall be liable for all the expenses of the Society, subject nevertheless to such limitation of liability as is prescribed by the 'Memorandum of Association,' and the ordinary members shall alone be entitled to the property of the Society, and they |