provisions of this chapter, may organize and become a body corporate, capable of suing and being sued, holding, purchasing and receiving title by devise, gift, grant, or other conveyance of and to any property, real or personal, with power to mortgage, sell or convey the same, or any part or portion thereof, by adopting and signing articles containing

First.-The name of the corporation, its general purpose and plan of operation, and its place of location.

Second. The terms of admission and qualification of membership, and the selection of officers and the filling of vacancies, and the manner in which the same is to be governed and managed. Such articles shall be recorded in the office of the register of deeds for the county in which the corporation is located, and in the office of the secretary of state; and thereupon such corporation will have all the powers herein before specified, and may adopt and establish by-laws, and make all rules and regulations deemed necessary and expedient for the management of its affairs, in accordance with law. (As amended 1876, c. 34, § 1, and 1877, c. 81, § 6, and 1878, c. 15, § 1.)

$232. (SEC. 91.) Incorporation of existing churches, etc.-vesting of property, etc. Whenever any church or religious society now organized, or which may hereafter be organized, as a church or congregation, but not incorporated in pursuance of law, shall comply with the provisions of this title, and thereby become a body corporate, all the estate, real and personal, which has been lawfully conveyed to the said church or religious society, or to the trustees or vestry thereof in trust for the use of such church or society, whether by devise, gift, grant, purchase. or otherwise, and not lawfully disposed of, shall thereupon vest in said corporation as fully and amply as if the said church had been legally incorporated from the date of its religious organization: provided, that the name or title publicly assumed or borne by such church or society from the date of its organization as such, and none other, shall be the title by which it shall forever be known in law and as a body politic and corporate.

*8 233. Incorporation of parishes of Episcopal Church. Any parish of the Protestant Episcopal Church in this state that now is or hereafter may be organized under and in conformity with the constitution and canons of the diocese of Minneota, or that hereafter may be organized under and in conformity with the constitution and canons of any diocese that may hereafter be created out of any part of the present diocese of Minnesota, may be incorporated in the manner provided herein. (1877, c. 81, § 1.)

$234. Certificate of incorporation. Said parish shall cause to be prepared a certificate which shall contain:

First.-The name and location of the parish.

Second. The name of the rector, (if any,) and of the church-wardens, and the names and number of vestrymen, which shall not be less than three nor more than eight.

Third. The date of the organization of said parish.

Fourth.-Said certificate shall be signed and duly acknowledged by said rector, (if any,) and by a majority of said wardens and vestrymen. (Id. § 2.)

*§ 235. Filing of certificate powers of corporation. Upon filing for record such certificate, so signed and acknowledged, in the office of the register of deeds in and for the county in which such parish is located, such parish shall be and become a body corporate by the name so assumed, shall have power to sue and be sued by its corporate name; to adopt a seal and the same to change at pleasure; by and through its said officers, to do and transact all the business of said parish, including the calling of a rector and determining his salary; and in such corporate name to acquire or receive, by purchase, gift, grant, devise or bequest, any property, real, personal or mixed, and the same to hold, sell, transfer, mortgage, convey, loan, let, or otherwise use for the use or bene

fit of said parish: provided, however, that such use shall not contravene the laws and usages of the Protestant Episcopal Church in the state of Minnesota: and provided, that said corporation shall have no power to divert any gift, grant or bequest from the specific purpose in writing designated by the donor or devisor: and provided further, the said officers of said corporation shall have no power to sell or convey or mortgage the church or church site of said parish, without authority so to do first given them in parish meeting called for that purpose, nor in contravention of the canons of the diocese, or of the canons of the general convention of the Protestant Episcopal Church of the United States. (1877, c. 81, § 3.)

*$ 236. Annual meetings-election of vestry. The annual meeting of said corporation shall be holden at the parish church, if any, and if not, at their usual place of worship, on Easter Monday of each year, at which time church-wardens and vestrymen shall be elected, in the manner, and by electors having the qualifications, which are or may be prescribed by the canons of the Protestant Episcopal Church of said diocese, and who shall hold their respective offices until the next succeeding Easter Monday, and until their successors are elected. (Id. § 4.)

*$237. President of vestry-meetings. The rector of said parish shall, ex officio, be a member, and, when present, the presiding officer of the vestry, and entitled to a vote in all the meetings thereof. Such meetings may be called by the rector at his discretion, or by either of the wardens at the request of a majority of the vestrymen, three days' notice in writing having been given to each member of the vestry. (Id. § 5.)

*$238. Parishes heretofore incorporated. Section four of this act shall be applicable to, and hereafter, in the particulars enumerated in that section, shall govern, all parishes in the Protestant Episcopal Church heretofore incorporated under the laws of this state. (Id. § 7.)

TITLE 5.

CEMETERY ASSOCIATIONS AND PRIVATE CEMETERIES,

§ 239. (SEC. 92.) Formation of cemetery associations. Any number of persons residing in any county in this state, not less than seven, who desire to form an association for the purpose of procuring and holding lands to be used exclusively for a cemetery or place for the burial of the dead, may meet at such time and place as they or a majority of them agree upon, and appoint a chairman and secretary by the vote of a majority of the persons present at the meeting; and may proceed to form an association, by agreeing on a corporate name by which the association shall be known, and by determining upon the number of trustees to manage the affairs of the association, which number shall not be less than three, or more than nine; and thereupon they may proceed to elect by ballot the number of trustees so determined upon.

§ 240. (SEC. 93.) Trustees to be divided into three classes, etc. The chairman and secretary of such meeting shall, immediately after such election, divide the trustees by lot into three classes; those in the first class to hold their office one year; those in the second class, two years; and those in the third class, three years; but the trustees of each class may be re-elected, if they possess the qualifications hereinafter mentioned; such meeting shall also determine on what day in each year the future annual election of trustees shall be held.

§ 241. (SEC. 94.) Certificate of organization to be made and filed. The chairman and secretary of such meeting shall, within three days after the holding of the same, make a written certificate, which shall state the names of the associates who attended such meetings, the corporate name of the association determined

upon by the majority of the persons who met, the number of persons fixed upon to manage the concerns of the association, the names of the trustees chosen at the meeting, and their classification, the day of the year fixed upon for the annual election of trustees, and the manner of said election, whether by the associates named in said certificate, or the owners of lots in such cemetery; such certificate shall be signed by the said chairman and secretary, and acknowledged by them before some officer of the county authorized to take the acknowledgment of deeds; and they shall cause said certificate, so acknowledged, to be recorded in the register's office of the county in which the meeting was held. (As amended 1873, c. 15, § 1.)

§ 242. (SEC. 95.) Effect of certificate-powers of association. Whenever such certificate is duly acknowledged and recorded as aforesaid, the association mentioned therein shall be deemed legally incorporated, and shall have the general powers and privileges, and be subject to the liabilities and restrictions, as provided by the laws of this state in respect to incorporations.

§ 243. (SEC. 96.) Trustees may adopt by-laws. The trustees of any association incorporated agreeably to the provisions of this title, may enact by-laws for regulating the affairs of such corporation, not inconsistent with the laws of this state. (As amended 1870, c. 30, § 1.)

* § 244. Vacancies, how filled That all vacancies occurring by death or otherwise in the membership of any cemetery association, heretofore or hereafter organized under title five of chapter thirty-four of the General Statutes, as amended by an act entitled "An act to amend title five of chapter thirty-four of the General Statutes," approved March 10th, 1873, may be filled by a vote of the surviving or remaining associates named in the certificate of association. All persons so selected to fill any such vacancy shall be entitled to vote at the election of trustees, and be eligible to the office of trustee of said incorporation, and shall have and be entitled to the same rights, powers and privileges as the original associates named in said certificate. (1874, c. 33, § 1.)

§ 245. (SEC. 97.) Trustees to manage affairs of association, etc. The affairs and property of such association shall be managed by the trustees, a majority of whom shall form a board for the transaction of business; the trustees shall annually appoint, from among their number, a president, and also appoint a secretary, treasurer and actuary, who shall hold their places during the pleasure of the board; and the trustees may require the treasurer to give security for the faithful performance of the duties of his office.

§ 246. (SEC. 98.) Actuary to keep record of interments, etc. The actuary shall keep a record of interments, in which he shall enter, as carefully and correctly as may be, the name, age, sex, nativity and cause of death, with date of burial, of every person interred in such cemetery, which facts he shall procure from such friends or relatives of the deceased, or undertaker, as give order for the interment, at the time thereof; or in case the deceased is a pauper, stranger or criminal, from the coroner, county physician. overseer of the poor, or other public officer directing the burial of the same.

§ 247. (SEC. 99.) Trustees to furnish summary of interments, etc. Such register or record of interments shall be open to the inspection of the public; and the actuary or secretary of every cemetery association shall furnish to the commissioner of the statistical bureau, or to the health officers of any corporate town or city, or to the editors of newspapers within the state, when so desired, an accurate summary of all the interments during any particular year.

§ 248. (SEC. 100.) Penalty for failure to keep register. Any actuary who neglects or refuses to carefully keep such register of burials, and record all interments therein as herein before provided, shall be subject to a fine for such offence, not exceeding ten dollars, nor less than two dollars, recoverable before any justice of the peace, for the benefit of the school fund of the district.

§ 249. (SEC. 101.) Power to hold property-survey and platting-enlargement of cemetery -power to condemn land. Any association incorporated agreeably to the provisions of this title, may take by purchase or gift, and hold, within the county in which the certificate of their incorporation is recorded, not exceeding eighty acres of land, to be held and occupied exclusively for a cemetery for the burial of the dead, and for purposes necessary or proper thereto; such land, or such portion thereof as may from time to time be required for that purpose, shall be surveyed and divided into lots of such size as the trustees direct, with such Avenues, alleys and walks as the said trustees deem proper; and a map of such survey shall be filed and recorded in the registry of deeds of the county in which the lands lie. And whenever any such corporation, which is the owner of a burying-ground or place of sepulture, wishes to enlarge the limits of the same, and cannot agree with the owner or owners of the land proposed to be taken for such purpose, application may be made to the district court of the judicial district and in the county wherein said land is situated, giving twenty days' notice thereof to the owner or owners by leaving a copy with him or them, or at their usual place of abode; and said court shall appoint a committee of three disinterested persons, who, having been sworn faithfully and impartially to discharge the duties of their appointment, and after giving at least five days' notice to the owner or owners of the time and place of their meeting, shall proceed to examine the premises, and determine on the propriety, public necessity, and convenience of such enlargement, and upon the quantity, boundaries, damage and value of the land which they shall deem proper to be taken for that purpose, and make report thereof in writing to said district court by filing the same in the office of the clerk thereof; and shall give the same notice of the filing of their report as of their meeting; and the parties interested may appear before said court, and be heard thereon, at such time as the court shall appoint. And if said committee shall report that such enlargement is proper, and that public convenience and necessity require the same, and the court shall accept such report, the decision of such court thereon shall have the effect of a judgment; and execution may be issued thereon accordingly in favor of the person or persons to whom damages may be assessed, for the amount thereof; but said land shall not be taken or inclosed, or used for that purpose, until the damages so assessed shall be paid to said owner or owners, or deposited with the treasurer of the county for his or their use, which shall be done within thirty days after such report shall be accepted; and the title to said land shall thereupon become vested in such association; and a copy of the report of said committee, and of the judgment of the court thereon, certified by the clerk thereof, together with a certificate of the payment of the damages determined by the committee, sworn to by the president and treasurer of said association, shall be recorded in the office of the register of deeds of the county in which such premises are situated; and such record shall be notice to all parties of the title of said corporation therein, and may be read as evidence of such title in all the courts of this state. Such association may also purchase, or take by gift, and hold personal property, and may sell the same, and apply the proceeds thereof to the purposes mentioned in section one hundred and seven of this title, and no other; and all real and personal estate which shall have been given or granted to any such association for the maintenance of any monument, the keeping in good order or the embellishment of any lot or grounds situated within the enclosure of such association, shall remain forever to the uses to which the same shall have been given or granted, according to the true intent of the grantor. (As amended, 1870, c. 30, § 2.)

$ 250. (SEC. 102.) When map is filed, trustees may sell lots. After such map is filed in the register's office, as aforesaid, the trustees may sell and convey the lots, as

designated on such map, upon such terms, and subject to such conditions and restrictions, to be inserted in or annexed to the conveyances, as the said trustees shall prescribe; every conveyance of any such lots shall be expressly for burial purposes, and no other, and shall be in the corporate name of the assosiation, signed by the president and treasurer thereof.

§ 251. (SEC. 103.) Election and term of trustees-who may vote. The annual election for trustees, to supply the place of those whose term of office expires, shall be holden on the day mentioned in the certificate of incorporation, and at such hour and place as the trustees direct. The trustees chosen at any election after the first shall hold their office for three years, and until others are chosen to succeed them; such election shall be by ballot, and every person who is the proprietor of a lot in the cemetery of the association, or if there is more than one proprietor of any such lot, then such one of the proprietors as a majority of the joint proprietors shall designate to represent such lot, or any person who is named as an associate in said certificate, as said certificate shall provide, may vote at such election; and the persons receiving the highest number of votes given at such election shall be declared elected trustees. (As amended 1873, c. 15 § 2.)

§ 252. (SEC. 104.) Who may be trustees-vacancies. In all elections after the first, the trustees shall be chosen from among the associates named in said certificate of incorporation, or in case said certificate provides for an election by the owners of lots in said cemetery, then from among the proprietors of lots in such cemetery; and the said trustees shall have the power to fill any vacancy in their number occurring during the term of office for which any trustee was elected. Public notice of every annual election shall be given in such manner as the by-laws of the association prescribe. (As amended 1873, c. 15, § 3.)

$253. (SEC. 105.) Trustees may appoint day of election, when. If the annual election is not held on the day fixed in the certificate of incorporation, the trustees have power to appoint another day, not more than sixty days thereafter, and shall give public notice of the time and place; at which time the election may be held with like effect as if holden on the day fixed in said certificate; and the terms of office of the trustees chosen at such election shall expire at the same time they would have done, had they been chosen on the day fixed in the said certificate of incorporation,

§ 254. (SEC. 106.) Annual report of trustees. The trustees, at each annual meeting, shall make a report in writing, containing a statement of their doings, and of the affairs of the association, and an account of the receipts and expenditures, during the year preceding.

$255. (SEC. 107.) Proceeds of sale of lots, how applied. The proceeds arising from the sale of lots in such cemetery shall be applied to the payment of any debts incurred by said association, in the purchase of cemetery grounds and property, in fencing, improving and embellishing such grounds and avenues leading thereto, and in defraying the necessary expenses in the management and care of the same, and for no other purpose.

$256. (SEC. 108.) Penalty for injury to monuments, &c. Any person who wilfully destroys, mutilates, injures or removes any tombstone, monument, gravestone, building, or other structure, placed in any cemetery, or any fence, railing, or other work, for a protection or ornament thereof, or wilfully destroys or injures any tree, shrub or plant, within the limits of such cemetery, incorporated under this title, shall be deemed guilty of a misdemeanor; and shall also be liable, in an action to be brought in the name of the association, for the payment of all damages by him occasioned; or any proprietor of a lot in such cemetery may sue for any injury done upon any lot owned by him.

*$257. Penalty for discharging fire-arms in cemeteries. That it shall be unlawful for any person to discharge any fire-arm, unless authorized to do so by the trustees, upon or over the grounds of any cemetery which is now established, or may