unless they did so, it was right to treat the whole as one enact- 

 ment of the Council divided into several Chapters. With regard 

 to the Librarian, it is necessary to consider the exact provisions of 

 the Charter. 



Precise directions are given for the election (by ballot) of Fel- 

 lows, President, Treasurer, and Secretary at the Annual Meetings 

 of the Fellows, and for filling up vacancies in those Ofilces. They 

 are also to appoint " such other persons to be Officers for the year 

 " ensuing as they may think proper and necessary for the transact- 

 " ing and managing the business thereof." There is no direction as 

 to ballot with regard to this appointment of Officers for the 

 business of the Society ; and I presume a vote might be taken 

 in any other way authorized by any Bye-law. 



The Council must be Fellows of the Society ; and they have 

 power to make Bye-laws : — 1st, for the regulation of the Society 

 and of the estate, goods, and business thereof; 2nd, for fixing 

 the time and place of Meeting and of electing and removing all 

 Fellows, and all such subordinate Officers and Attendants as 

 shall be deemed necessary or useful for the Society ; 3rd, for 

 filling up from time to time any vacancies by death, removal, 

 or otherwise in any of the offices or appointments constituted 

 for the execution of the business and concerns of the Society. 

 As regards Fellows, the Bye-laws are to extend only to time and 

 place of Election, and not to filling the vacancies. I am of opinion 

 that the Annual Meetings of the Society therefore would, until 

 the present Bye-laws were passed, have appointed the persons 

 whom they thought necessary (including the Librarian) to be 

 Officers ; but I am further of opinion that not only the time and 

 mode of Election originally, could be fixed by Bye-laws, but the 

 filling up of vacancies in any office once established is expressly 

 made subject to the Bye-laws. Moreover, no Bye-law is valid 

 vmtil confirmed by ballot by the " Fellows at large," after ample 

 notice and by consent of two-thirds of those present. Under 

 these circumstances I am of opinion that the Bye-law in respect 

 to the election of the Librarian is valid. The Council (being 

 limited in its numbers) could not control by its own Bye-law 

 alone the fuller powers of the general body ; but the Bye-law being 

 on a subject fully within the competency of the Council, and 

 having been confirmed in manner directed by the Charter, all 

 possible ground of objection which might otherwise arise is re- 

 moved. The cases of Corporate Elections (Maidstone, 3 Burr. 



