1870 Trustee Meeting Minutes, Volume 5, 1831.005.005

337

Trustees, Jan'y, 19, 1875.

January 19^t, 1875.

An adjourned monthly meeting of the Trustees was held on Tuesday, January 19^t, 1875, at Three o'clock, P.M.

Present, Messrs. J. T. Bradlee, Brewer, Browne, Choate, Little, Perkins, Snow, Spelman.

The record of the last meeting was read and approved.

Trustees; certain relations of. Report of M^r Choate conc'g. See p. 335 top _

M^r Choate submitted a written report upon the subject referred to him at the last meeting of the Board, and the same having been read and considered, it was, on motion of M^r Bradlee

Voted, – that the report be accepted and spread upon the records. [See p. 338]

M^r N. J. Bradlee's resignation taken from the table and withdrawn

Upon motion of M^r J. T. Bradlee

Voted, – that the communication received at the last meeting from M^r N. J. Bradlee tendering his resignation as a member of this Board, and laid upon the table, be taken from the table.

It was then stated by the mover of the vote, that he was authorized by M^r Bradlee to withdraw his resignation.

The President, in behalf of the Committee appointed at the last meeting "to prepare the annual report of the Trustees to the Proprietor, and submit said report to the Trustees for consideration at their next meeting", then submitted and read the Report prepared in compliance with the vote aforesaid;

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Trustees, Jan'y, 19, 1875

Report of Trustees to Proprietors adopted

and the same having been fully considered, it was

Voted, – that the Report which has been read, be and the same is hereby approved and adopted as and for the Report of the Board of Trustees to the Proprietors; – the Committee drafting the same having leave to make verbal alterations, if deemed expedient.

Report of Treas^r ref. to Com. on Finance

The Annual report of the Treasurer having been submitted to the Board, it was

Voted, – that the Treasurer's report be referred to the Committee on Finance, to report thereon at the next meeting.

Report of Supt. accep^d & ord^d to be printed.

The annual report of the Superintendent having been submitted to the Board, it was

Voted, – that the Superintendent's report be accepted and printed.

Adjourned to January 25, at 3 P.M.

Sam^l Batchelder Jr. Secy.

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Report of M^r Charles F. Choate

(Referred to at p. 337, ante.)

To the Board of Trustees of the Cemetery of Mount Auburn;

The undersigned, a committee appointed "to consider and report upon the relations of the Trusteees to the Cemetery and to the proprietors, as established by the several Acts creating the Board, and what, if any, suggestions arising therefrom should properly be made to the proprietors at the next annual

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Report of M^r Chas. F. Choate

meeting," submits the following report.

The Charter of "The Proprietors of the Cemetery of Mount Auburn gives to the Trustees" the general man- " -agement, superintendence and care of the property, " expenditures, business and prudential concerns of the " corporation, and of the sales of lots in the said Cemetery."

By vote of the proprietors passed July, 10, 1835, the Trustees were empowered to add to the By-Laws, and have, in accordance with this vote, from time to time made By-Laws and regulations to govern their own proceedings, and generally provide for the conduct of the affairs of the Cemetery. These regulations have been voted by the Trustees in the form of By-Laws, and are nearly all contained in the printed pamphlet entitled "Acts of Incorporation and By-Laws of the Proprietors of the Cemetery of Mount Auburn."

At the last annual meeting of the proprietors the power of the Trustees to make By-Laws was revoked, and the question submitted to the Committee is understood to refer to the present position of the Trustees in relation to the (so-called) existing code of By-Laws.

The proper office of the By-Laws of a corporation, as defined by the Supreme Court in the case of "Flint vs. Pierce, 99 Mass. 70, "is to regulate the conduct, and define the duties of the members towards the corporation, and between themselves."

It is obvious that the present code of

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Report of M^r Chas. F. Choate

By-Laws of Mount Auburn, as it has been adopted by the Trustees, to a very considerable extent, limits the power of the Trustees as conferred by the charter, unless the Trustees have power to amend these By-Laws.

It seems quite clear that neither the proprietors nor the Trustees themselves can in any manner limit the powers granted by the charter.

While the power to amend By-Laws has been revoked by the proprietors, this revocation can in no manner prevent the Trustees from making proper regulations relative to the general management, superintendence and care of the property, expenditures, business and prudential concerns of the corporation, and the sale of lots, even in cases where these matters are now regulated by the (so called) ^^existing By-Laws adopted by the Trustees under the vote of July 10, 1835.

So far as this code of By-Laws is limited to its proper province of defining and regulating the conduct and duties of members, it must, of course, be considered a law binding upon the Trustees.

As to any suggestions to be made to proprietors relative to the present condition of affairs, it seems to be a matter peculiarly belonging to the Trustees, and not to the Committee.

While the present situation is somewhat anomalous, no injury seems to have yet resulted from it.

The power of the Trustees, as granted by the charter has not been, and cannot be impaired

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by any action of the proprietors. (Signed) Charles F. Choate.

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Trustees, Jan'y, 25, 1875.

January 25, 1875

An adjourned monthly meeting of the Trustees was held on Monday, January 25^t, 1875 at 3 o'clock P.M.

Present, Messrs. J. T. Bradlee, Brewer, Browne, Perkins, Pickering, Snow and Spelman.

The record of the last meeting was read and approved.

Report of Com. on Finance on Treasurer's Com. Report:

A report having been received from the Committee on Finance approving as correct the Treasurer's Annual Report, which was referred to them at the last Trustees' meeting, – it was

Treasurer's Report ord to be printed

Voted, – that the Treasurer's annual report be accepted and printed.

Dissolved.

Sam^l Batchelder Jr., Sec'y.

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