Trustees Records, Vol. 5, 1870 (page 339)

339

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the power of the Trustees to make By-Laws was revoked,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