SEC. 1.

ARTICLE III.

CAPITAL STOCK.

The capital stock of this Association shall be $250,000, divided into 50,000 shares of the par value of $5 each.

SEC. 2. Each and every shareholder for each and every share of stock which he or she may take shall pay the sum of $5 into the treasury. The trustees may, at their discretion, arrange with persons subscribing for 10 shares or more of the capital stock, for the payment of the same in monthly installments.

ARTICLE IV.

MEMBERS.

SEC. 1. Any person who has subscribed for one or more shares of the capital stock and paid for the same, having signed the by-laws and obligated himself to be governed by them and such other rules and regulations as may be adopted, shall be a member.

SEC. 2. The stock of minors shall be held in the name of a parent, guardian, or trustee and such stockholder, guardian or trustee on receiving his or her certificate of stock shall be considered as binding himself or herself in all respects to comply with the by-laws and all regulations adopted under them.

ARTICLE V.
OFFICERS.

SEC. I. The business affairs of this Association shall be managed by a Board of nine trustees or directors, who shall exercise the general corporate powers of the Association. A majority of the Board shall constitute a quorum for the transaction of business.

SEC. 2. The directors (first elected) shall be divided by lot into three classes of three each, the first class shall hold office for one year, the second class for two years and the third class for three years and at each annual meeting, there shall be elected three trustees whose term of office shall be three years, but this Association shall not cease or expire or be dissolved from neglect or failure to elect officers, but all officers elected shall hold office until their successors are duly elected and qualified.

SEC. 3. The Board of Directors shall elect a President and VicePresident from their own number and a secretary, treasurer and attorney from their own number or from the shareholders of the Association.

In case of a vacancy in the Board of Directors, the same shall be filled by the remaining members of the Board, until the next annual meeting, when such vacancy shall be filled by election for the unexpired term, by the members of the Association.

ARTICLE VI.

PRESIDENT AND VICE-PRESIDENT.

SEC. I. It shall be the duty of the President, or in his absence the Vice-President, to preside at all meetings of the Association and the Board of Directors; sign all certificates of stock, and all orders drawn on the Treasurer for the payment of moneys ordered by the Board.

SEC. 2. He shall also have custody of all bonds executed by the officers of the Association for the faithful performance of their duties, excepting his own bond if any, which shall be deposited with the Treasurer.

ARTICLE VII.
SECRETARY.

SEC. I. It shall be the duty of the Secretary to attend all meetings of the stock-holders and Board of Directors, and enter the minutes of said meetings in a book kept for that purpose, to receive all money paid into the Association and deposit the same with the Treasurer, taking his receipt therefor.

SEC. 2. He shall keep a correct account between the Association and the share-holders, draw and sign all orders on the Treasurer. SEC. 3. He shall make to the Board of Directors at each stated meeting a financial statement covering his actions since the last statement, and at the close of each year a statement of the financial affairs of the Association and the business of the year to be presented to the share-holders at the annual meeting.

SEC. 4. Upon retiring from office he shall deliver to his successor all books, moneys, vouchers and other papers belonging to the Association being in his possession.

ARTICLE VIII.
TREASURER.

SEC. I. It shall be the duty of the Treasurer to receive all moneys deposited by the Secretary with him or to the credit of the Association in the bank or banks designated by the Board of Directors; to pay out such moneys only on the order of the Board,

signed by the Secretary and countersigned by the President or in his absence the Vice-President or President pro tem.

SEC. 2 He shall keep a correct account of all moneys paid out by him and whenever requested by the Board of Directors, render a full statement of the business of his office.

SEC. 3. At the end of his term of office he shall before the next meeting of the Board of Directors, deliver to his successor all books, moneys, papers, or other documents in his possession belonging to the Association.

ARTICLE IX.

ATTORNEY.

SEC. I. It shall be the duty of the Attorney to perform such duties as the Board of Directors may designate and require.

ARTICLE X.

BONDS AND SALARIES.

SEC. 1. The President, Secretary and Treasurer, shall execute to the Association such bonds for the faithful performance of their duties as the Board of Directors may require.

SEC. 2. The Secretary shall receive such compensation for his services as the Board of Directors may determine.

SEC. 3.

The compensation of the Attorney shall be such fees as the Board of Directors may determine.

ARTICLE XI.

CERTIFICATES OF STOCK.

SEC. I. Each member shall be entitled to a certificate or certificates of stock for the number of shares held by him or her to be issued in the name of and under the seal of the Association signed by the President or Vice-President and attested by the Secretary, which certificate may be transferred by assignment by person or Attorney upon the payment of ten cents for each certificate and such transferee shall sign the By-Laws and become a member of the Association and be subject to the rules and regulations thereof.

SEC. 2. A share-holder desiring to dispose of his stock shall first offer it to the Association for sale by the Board of Directors, if they do not wish to purchase, he may sell in the open market.

ARTICLE XII.

MEETINGS.

SEC. 1. The annual meeting of the Association shall be in the last seven days of December of each year, due notice of which shall be advertised according to law.

SEC. 2. Special meetings of the stock-holders may be convened by the Board of Directors on petition of one-fourth of the capital stock subscribed, notice of the time, place and purpose shall be given.

SEC. 3. Meetings of the Board of Directors shall be held at such times and places as may be determined by the Board.

Special meetings may be called by the President, whenever the business of the Association may require.

SEC. 4.

ing to law.

Notice of the annual meeting shall be published accord

ARTICLE XIII.

AMENDMENTS.

SEC. I. The By-Laws of this Association may be altered or amended at any annual meeting or any special meeting of the stockholders called for that purpose, provided, first, that such alterations shall have been submitted in writing at a preceding meeting of the stock-holders, or of the Board of Directors, provided, second, that the holders of two-thirds of the stock subscribed, concur therein.

ARTICLE XIV.

ORDER OF BUSINESS.

SEC. 1. The order of business at the meetings of the Board of Directors and of the stock-holders shall be determined by the Board of Directors.

SAN FRANCISCO, Jan. 13, 1890.

The undersigned, representing two-thirds of the capital stock subscribed to the California Educational Association, hereby concur in the adoption of the foregoing By-Laws for the government of said Association.

The total amount of capital stock subscribed is $225.

IRA G. HOITT, representing five shares,..

$25 00

COMMON SENSE WAY OF TEACHING MORALS.

Miss Anna B. Badlam, Principal of the Lewiston, Me., Practical School, gives directions for teaching Moral Lessons in an article in Common School Education, which is so good common sense and pleases us so well that we give it in full.—[ED.]

BOARD WORK FOR THE TEACHER.

MORAL LESSON.

"If Wisdom's ways you wisely seek,

Five things observe with care:

To whom you speak, of whom you speak,

And how, and when, and where."

GENERAL DIRECTIONS.

Question the children to discover how they comprehend the meaning of the lines. Lead them to see that they may do wise or unwise things; may follow good or poor examples. Let them decide whether they will follow the guide Wisdom, or Folly

If they seek to follow Wisdom, how many things must they observe or notice, or keep in mind?

What are these things to be kept in mind?

What little member must be guarded? Some one may remember to have heard, "The tongue is an unruly member," question the children to see if they can give instances when the tongue is unruly.

The expression "To whom you speak" is to be dwelt upon. The children volunteer to tell their reasons. Give little maxims for the

"Evil communications corrupt good manners."

"Shun evil companions."

Give them the little fable from the French :

"One day, a little buttercup found herself in the same vase with

a pink. The next day she had the perfume of the pink."

Weave a little fable of the specked apple that was carelessly allowed to remain in the barrel of sound apples, and dwell upon the consequences

Lead the children to consider the line, "Of whom you speak." Question them, that they may, from their own experience, decide that kind words are better than unkind ones.