Its Constitution and Bye-laws. 
President and Council, are limited to general management according to 
existing Bye-laws, and to making, simply, Bye-laws to govern their own 
proceedings, and not Bye-laws to bind the Corporate Body at large, the 
Body can, nevertheless, by Resolutions or Bye-laws made by the Body, control 
tlie President and Council. 
The contrary view has hitherto been the rule and practice of the Society. 
Some of the Bye-laws, and especially Nos. 13 and 14, might perhaps be 
questionable, if the exclusive power be not vested in the President and 
Council ; and Bye-laws 22 and 27 admit the right of the Society in General 
Meetings to control the President and Council, though in practice the exercise 
of such right has always been denied. The Bye-laws and Resolutions, 
generally, are in many respects inharmonious, and require revision. But 
before any revision is attempted, it should be clear who has the power to 
revise. Should any of those existing be invalid, for want of power in the 
President and Council, that informality might, it is assumed, be cured by a 
resolution of the General Body. 
Having regard, however, to the above statements. 
THE OPINION OF COUNSEL is desired 
1st. As to the powers of the General Body, independently of, or to control, 
the President and Council. 
2nd. As to the special powers of the President and Council, hitherto exer- 
cised, to act without reference to the General Body. 
3rd. Whether the Charter precludes voting by proxy at General Meetings ? 
4th. If not, in what way the future voting by proxy may be effected ? 
5th. Whether any and which of the Bye-laws and Resolutions above specially 
referred, to are beyond the powers of the President and Council, or 
contrary to the principles of the Society's Charter ; and, if the former, 
how far they may be confirmed by the Resolutions of the General 
Body? 
6th. And generally, as to any other of the Bye-laws or Resolutions, by reason 
of informality, inconsistency, or otherwise, calling for particular 
notice. 
OPINION. 
1st. I am of opinion that the General Body has no powers independently of, 
or to control, the President and Council. By the 9th Section of the 
Charter, the sole management of the funds of the Society, and the 
entire management and superintendence of its affairs, is vested in 
the President and Council, and by the 7th Section of the Charter, 
their powers are to be exercised in conformity with Bye-laws to be 
made by themselves ; and I am of ojjinion that these provisions of the 
Charter impliedly exclude the General Body from making any Bye- 
law, or voting any Resolution to control the powers of the President 
and Council. The General Body may, indeed, I think, at any of 
the General Meetings, offer suggestions or recommendations for the 
guidance of the President and Council, but may not enforce them by 
voting any Resolution, or making any Bye-law, or by requiring the 
President and Council to make any Bye-laws to enforce them. 
2nd. I am of opinion that the President and Council have the special 
powers hitherto exercised by them, to act without reference to the 
General Body. 
3rd. I am of opinion that the Charter precludes voting by proxy at General 
Meetings. No such power is expressly conferred by the Charter, and 
in the absence of any express powers conferring such a right, no such 
right exists at common law. 
