The following is a transcription of the By-laws of the Barnes Foundation. The Indenture of Trust (commonly referred to as Dr. Barnes' will) is included in the by-laws as Article IX. All paragraphs shown were contained in the original document, but in the case where Dr. Barnes revised them, the latest revision is shown with the date it was made. Any modifications to Article IX since Dr. Barrnes' death in 1951 require Court approval.

This transcription is taken from the copy found in Gilbert M. Cantor's The Barnes Foundation, Reality vs. Myth, Consolidated Drake Press, 1963 Philadelphia. It was also verified against a typed version supplied in the Second Amended Petition filed by the Trustees of the Barnes April 1, 1992. Curiously, no signed or notarized copy of this critical document has ever been presented in Court.

BY-LAWS of the BARNES FOUNDATION

ARTICLE I - Name The name of this corporation shall be "The Barnes Foundation".

ARTICLE II - OBJECTS The objects for which this corporation is formed are as follows:

To promote the advancement of education and the appreciation of the fine arts; and for this purpose to erect, found and maintain, in the Township of Lower Merion, County of Montgomery, and State of Pennsylvania, an art gallery and other necessary buildings for the exhibition of works of ancient and modern art, and the maintenance in connection therewith of an arboretum, wherein shall be cultivated and maintained trees and shrubs for the study and for the encouragement of arboriculture and forestry, together with a laboratory of arboriculture, if the same shall be found necessary, said arboretum and laboratory to be conducted independently or in connection with the department of forestry of any university founded and conducted under the laws of the Commonwealth of Pennsylvania.

ARTICLE III - MEETINGS

{Section 1 ammended on June 1, 1967 } Section 1. Annual Meeting. The annual meeting of the Board of Trustees shall be held on the first Wednesday in December in each and every year. At said meeting the Trustees shall elect a President, a Vice-President, a Secretary and a Treasurer. The President and Vice-President shall be members of the Board. The Secretary and Treasurer may or may not be members of the Board. The officers shall serve until the next annual meeting or until their successors shall be respectively duly elected and qualified. The Secretary shall give at least ten days written notice of said annual meeting by mailing such notice to each Trustee at his or her address as the same shall be registered on the book of the corporation.

Section 2. Special Meetings. Special Meetings of the Board of Trustees may be held at any time at the principal office of the corporation upon forty-eight hours' notice given by mailing such notice to the address of each Trustee as the same shall be upon the records of the corporation.

Section 3. Stated Meetings. Stated meetings of the Board of Trustees may be held at such stated times as the Board may by standing resolution fix.

Section 4. Quorum. Three members of the Board of Trustees shall constitute a quorum for the transaction of business.

Section 5. Meetings without Notice. Any meeting of the Board of Trustees, regular or special, shall be lawful, whether notice thereof shall or shall not have been given in accordance with these by-laws, if held at the principal office of the corporation and attended by all members of the Board of Trustees.

ARTICLE IV - The BOARD of TRUSTEES

Section 1. Membership. The Board of Trustees shall consist of five persons. Those Trustees chosen for the organization of the corporation, being Albert C. Barnes, Laura L. Barnes, Joseph Lapsley Wilson, Nelle E. Mullen and Mary Mullen, shall serve for the term of five years from the first Wednesday of December, 1922.

Section 2. Succession to Membership in the Board of Trustees. Upon the expiration of his or her term of office, or the resignation or death of any member of the Board of Trustees named in Section 1, his or her successor shall be elected for a term of five years from the date of the annual meeting at which such election shall take place, or should such election take place at a special or stated meeting, then for the term of five years from the date of the annual meeting next succeeding the time of such election. During the lives of Albert C. Barnes and Laura L. Barnes, and the life of the survivor of them, only individual trustees shall be chosen as successor to trustees named in the charter or elected as successors to them, and such individual trustees shall be chosen and selected by the majority vote of the remaining trustees then in office. Should any successor trustee die or resign, his or her successor shall be elected in like manner, and for a term of five years to begin and be calculated as is above provided. After the death of the survivor of Albert C. Barnes and Laura L. Barnes, the first vacancy which may occur in the Board of Trustees shall be filled by election of a person nominated by such trust company or financial institution as may then be treasurer of the corporation. The next vacancy which shall occur shall be filled by the election of a person nominated by the Board of Trustees of the Pennsylvania Academy of the Fine Arts. The next vacancy which shall occur shall be filled by the election of a person nominated by the Board of Trustees of the Pennsylvania Academy of the Fine Arts; it being understood that vacancies above recited are vacancies occurring by the death of individual trustees elected prior to the death of individual trustees elected prior to the death of the survivor of Albert C. Barnes and Laura L. Barnes; it being further the intent that as to vacancies occurring by the expiration of the term, death or resignation of trustees named by the board of directors of such financial institution and the Board of Trustees of the University of Pennsylvania and the Pennsylvania Academy of the Fine Arts, any such vacancy shall be filled by the election of a person nominated to fill such vacancy by the same Board which nominated the retiring or deceased trustee, or trustee whose term expires. Of the trustees to be elected upon nomination of the University of Pennsylvania one may be one of the professors in the School of Fine Arts connected with said University; but under no circumstances shall any of the trustees be connected with any school or institution of industrial or applied art, with the single and sole exception of architecture. The term of any successor trustee elected subsequent to the death of Albert C. Barnes and Laura L. Barnes shall be three years from the annual meeting at which successor is elected, or if elected at a special meeting, three years from the next succeeding annual meeting after such election.

ARTICLE V - MEMBERSHIP

{1922 }

Section 1. The membership of this corporation shall consist perpetually of the five trustees named in the charter and their successors elected as in these bylaws provided, and those only. Upon the death of the survivor of Albert C. Barnes and Laura L. Barnes, a trust company or a corporation having the powers now held by trust companies under the laws of Pennsylvania and doing business in Philadelphia or Montgomery County, shall be selected as Treasurer of the corporation, and thereafter forever the Treasurer of the corporation shall be such trust company which shall be duly elected to said office by the Board of Trustees. No bond shall at any time be required by the Board of Trustees of such corporate Treasurer. The Board of Trustees shall choose as such Treasurer any company nominated in writing to it by Albert C. Barnes during his lifetime, and such Treasurer so chosen shall remain Treasurer until its dissolution of resignation as such.

FURTHER RESOLVED, that the said supplemental Indenture and Agreement this day approved, be and is hereby made a part of the By-Laws of this corporation; Article IX, Section 2 of the By- Laws is hereby amended to accord with and conform to Paragraph numbered 17 of said supplemental Indenture and Agreement. The term of any successor Trustee elected subsequent to the death of Donor and his said wife shall be five years from the annual meeting at which such successor is elected, or, if elected at a special meeting, five years from the next succeeding annual meeting after such election. The Trustees of the Donee shall control both the art gallery and the arboretum of the Donee, both of which are integral parts of the educational resources of the Donee. It is further stipulated that the identity of Donee as an educational institution is to be preserved for all time and Donee is not to be merged in or absorbed by any other institution; its facilities are to be made available, under proper rules and regulations of the Board of Trustees, to all properly qualified educational institutions.

ARTICLE VI - OFFICERS

Section 1. General. The officers of the corporation shall be a president, vice-president, a secretary and a treasurer. Any two of said offices except those of president and vice- president may at the pleasure of the Board of Trustees be held by the same person, except that when a corporate treasurer is elected the secretaryship may not be held by said corporate treasurer.

Section 2. The President. The President shall be the presiding officer at the meetings of the Board of Trustees. He shall have general executive control of the affairs of the corporation.

Section 3. The Vice-President. The Vice-President shall perform the duties of the President during his absence or disability.

Section 4. The Secretary. The Secretary shall keep the minutes of the corporation, shall have the custody of its corporate seal, shall affix the same to such documents as may require it, and shall perform such duties as usually appertain to that office. Before entering upon the duties of the office the Secretary shall take an oath to perform the same with fidelity.

Section 5. The Treasurer. The Treasurer shall have general custody of the assets and funds of the corporation and shall disburse them for the purposes of the corporation under the direction of the Board of Trustees. The Treasurer shall, if required by the Board of Trustees, give a bond to the corporation in such amount as the Board of Trustees shall require, the premium for such bond to be paid by the corporation. The Treasurer shall keep or cause to be kept proper and adequate books of account and records showing the receipt and disbursement of the moneys of the corporation. Upon the death of the survivor of Albert C. Barnes and Laura L Barnes a trust company or a corporation having the powers now held by trust companies under the laws of Pennsylvania and doing business in Philadelphia or Montgomery County, shall be selected as Treasurer of the corporation, and thereafter forever the treasurer of the corporation shall be such trust company which shall be duly elected to said office by the Board of Trustess [sic], No bond shall at any time berequired by the Board of Trustees of such corporate treasurer. The Board of Trustees shall choose as such treasurer any company nominated in writing to it by Albert C. Barnes during his lifetime, and such treasurer so chosen shall remain treasurer until its dissolution or resignation as such.

ARTICLE VII - FUNDS

{Amended on May 31, 1966 } The funds of the corporation shall be deposited in the name of the corporation in one or more of such banks or trust companies as may be approved from time to time by the Board of Trustees, and shall be withdrawn only upon checks or other orders signed by the treasurer of the corporation or such other officer as the Board of Trustees may from time to time designate; provided, however, that after the death of Albert C. Barnes and Laura L. Barnes the Board of Trustees may in its discretion require that checks or other orders drawn must be signed by both the treasurer and one of the other officers as may from time to time be prescribed by the Board of Trustees. The corporate treasurer hereinablve [sic] provided for may keep on deposit the funds of the corporation in its own deposit department.

ARTICLE VIII - SEAL The seal of the corporation shall consist of two concentric circles, within which shall be the words "The Barnes Foundation," and in the centre (sic) shall appear the word "Penna. 1922."

ARTICLE IX - MANAGEMENT of the CORPORATION

Section 1. Preamble. This corporation is organized for the purposes set forth in the charter and in Article II of these by- laws. In order to enable it to carry out its said object it has or is about to receive a certain gift or donation from Dr. Albert C. Barnes, who has been the moving spirit in its organization and incorporation. Said donation is made by virtue of a certain Indenture and Agreement dated the sixth day of December, 1922. Said Indenture and Agreement contains the conditions and stipulations upon which said donation is made to and received by this corporation. Said Indenture and Agreement is therefore to be made a part of the by-laws of this corporation and binding upon this corporation in the management of the funds and property so donated to it and entrusted to its care.

Section 2. Said Indenture and Agreement is hereby made in its entirety a by-law of this corporation, and is as follows:

INDENTURE AND AGREEMENT made and entered into by and between ALBERT C. BARNES, of Merion, Montgomery County, Pennsylvania, party of the first part, herein after called "Donor"; and THE BARNES FOUNDATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, party of the second part, hereinafter called the "Donee."

WHEREAS, Donee has for its corporate purpose the promotion of the advancement of education and the appreciation of the fine arts; and

WHEREAS, Donor, as Trustee for said corporation, has taken title to a tract of land heretofore owned by Joseph Lapsley Wilson, situate in Lower Merion Township, Montgomery County, Pennsylvania, and has on behalf of Donee proceeded with the preparation of the plans, specifications and contracts for the erection of certain buildings suitable for the purposes of Donee upon said land, and

WHEREAS, Upon the said land there now exists an arboretum created by Joseph Lapsley Wilson; and

WHEREAS, Donor is the owner of a valuable collection of works of art, including paintings, sculpture, drawings, etchings and lithographs which it is intended shall become the property of the Donee and shall be placed in the gallery to be erected upon the said tract of land; and

WHEREAS, Donor desires to endow said art gallery and arboretum to the end that the educational work for which Donee is organized may be adequately accomplished; and

WHEREAS, the said land and improvements thereupon or contemplated immediately to be made thereupon, the said works of art, and the endowment herein provided amount in value to approximately $6,000,000;

NOW, THEREFORE, In consideration of the premises and in consideration of the mutuality hereof and of the covenants made by Donee herein with Donor, it is mutually covenanted and agreed by and between the parties as follows:

{December 6, 1922} 1. Donor shall forthwith, upon the execution of this Indenture and Agreement by the parties hereto, convey and transfer unto Donee the said tract of land lately owned by Joseph Lapsley Wilson, situate in Lower Merion Township, Montgomery County, Pennsylvania, which premises now stand of record in the name of Donor as Trustee of The Barnes Foundation, together with all the buildings and improvements, fixtures, easements and appurtenances thereon situate or thereunto belonging or appertaining.

{December 6, 1922} 2. Donor will at the same time transfer, assign and convey to Donee any and all plans, specifications and contracts heretofore made and entered into by him for the improvement of said tract of land and for the erection thereon of buildings.

{December 6, 1922} 3. Donor will at the same time convey, assign set over and transfer unto Donee by proper bill of sale all that certain collection of works of art consisting of paintings, sculpture, drawings, etchings and lithographs now owned and possessed by Donor and situate and located in Donor's residence in Lower Merion Township, Montgomery County, Pennsylvania, as said collection of works of art shall exist and be at the time of the execution of such bill of sale or instrument of transfer.

{December 6, 1922} 4. Donor will at the same time by a contract, copy whereof is hereto annexed, marked Exhibit A, and made a part hereof, as fully as if herein at length set forth, which contract shall be executed by both parties hereto, transfer and set over unto Donee 900 shares of the common capital stock of A.C. Barnes Company, a corporation of the Commonwealth of Pennsylvania.

{December 6, 1922} 5. The said conveyances, transfers and contracts so to be made by Donor to and with Donee as in the preceding paragraphs hereof set forth are to be made and the property thereby comprehended and covered is to be taken and held by Donee upon the following express covenants and conditions, and none others; and Donee expressly covenants and agrees that in consideration of the making of this agreement and of the conveyances and contracts in this agreement stipulated to be made by Donor, Donee will take and hold the property so comprehended and covered in conformity with the following express covenants and agreements and will strictly and faithfully observe and perform the same.

{December 6, 1922} 6. The covenants and conditions in the Indenture and Agreement of December 6, 1922, as the same are modified hereby, shall be irrevocably embodied in the by-laws of Donee; and said by-laws shall be revised and amended accordingly. Said by-laws. so amended to embody the provisions the said Indenture of December 6,1922, as hereby modified, shall be irrevocable, except by and in accordance with the terms of any further supplemental indenture and agreement which may hereafter be executed between Donor and Donee in due form of law.

{October 20,1950 } 7. During the life of Donor he shall be director of the Art Gallery and in charge of the collection of pictures, but without salary. After the death of Donor, Laura L Barnes, Donor's wife, shall, during the term of her natural life, be the president of Donee and Director of Arboretum at a salary of not less than $30,000 per annum; Nelle E. Mullen shall be Administrative executive (usually known as general manager) of Donee and Violette de Mazia shall be Director of Education of the Art Department of Donee.

{December 6, 1922} 8. During Donor's life Donor shall have the absolute power and discretion to cause to be sold or exchanged by Donee any of the works of art now contained in said collection, as in the judgement of Donor may be advantageous for improving said collection. Donor reserves to himself this right, power and discretion for the reason that he has created said collection and best understands what may be necessary in the way of sale or exchange to complete it, perfect it and render it more adequate.

{April 30, 1946 } 9. At the death of Donor the collection shall be closed, and thereafter no change therein shall be made by the purchase, bequest or otherwise obtaining of additional pictures, or other works of art, or other objects of whatsoever description. Furthermore, after the death of Donor and his wife, no buildings, for any purpose whatsoever, shall be built or erected on any part of the property of the Donee.

{December 6, 1922} 10. After Donor's death no picture belonging to the collection shall ever be loaned, sold or otherwise disposed of except that if any picture passes into a state of actual decay so that it no longer is of any value it may be removed for that reason only from the collection.

{December 6, 1922} 11. Should the said collection ever be destroyed, or should it for any other reason become impossible to administer the trust hereby created concerning said collection of pictures, then the property and funds contributed by Donor to Donee shall be applied to an object as nearly within the scope herein indicated and laid down as shall be possible, such application to be in connection with an existing and organized institution then in being and functioning in Philadelphia, Pennsylvania, or its suburbs.

{December 6, 1922} 12. Donor is now making plans and executing contracts for the construction of a gallery and adjacent buildings on the lot of ground hereinabove mentioned; and the scope, character and location of said gallery and adjacent buildings is to be solely in accordance with the desire, judgement and discretion of Donor. The Donor and his wife, Laura L Barnes, and the survivor of them, shall be entitled to live in the administration buildings adjacent to the gallery during their joint lives and the life of the survivor of them, rent free. This condition and stipulation is necessary in order that Donor and his said wife may during their lives arrange, complete and make as in their discretion they deem best the said collection of paintings adequate to the purposes intended, and may develop and complete the arboretum hereinafter mentioned.

{December 6, 1922} 13. No part or portion of the art gallery nor of the administration buildings adjacent thereto to be occupied by Donor and wife as above provided, shall be occupied as or for a residence after the death of the survivor of the Donor and his wife; except as hereinafter provided. After the death of the Donor and his said wife, the furniture, the rare and valuable collection of rugs, together with the Chinese vases and other objects of art, but exclusive of the paintings, that are located in the administration building, shall be sold as expeditiously as may be found necessary at public auction. All the paintings shall remain in exactly the places they are at the time of the death of Donor and his said wife. It is the intent of the Donor that after his death and the death of his said wife, whichever shall last occur,the administration building is to be used as class rooms and to serve the general purpose of The Barnes Foundation, that is the promotion of the advancement of education and the appreciation of the fine arts. But the details of the particular manner in which the administration building and its contents may best serve the above stated purpose will have to be developed by experience after the Foundation has been in operation for a term of years. It is the intent of this stipulation that no individual, institution, academy, college or university shall use or employ the administration building or its contents for any purpose other than promotion of the advancement of education and the appreciation of the fine arts, and only in connection with the purposes of The Barnes Foundation as stated and implied in the covenants and agreements as set forth in various aspects of this Indenture and Agreement. After the death of Donor and his wife, no part of said administration buildings, except the servants' quarters marked B 107, 108, 109, 110,111, C 209, 210, 211, 212, 213, 214, on a plan now existing and prepared for Donor marked "Exhibit B" and identified by the signature of Donor and the signatures of the proper officers of Donee, shall be occupied only by the caretaker, whose function shall be to protect the art gallery and the administration building and the contents of each, against fire, theft, vandalism or other untoward acts of any person or persons during such hours of the day and night when officials or other employees of The Barnes Foundation are not on duty at their respective posts. Said caretaker shall not be allowed to use for his or his family's private use or purpose, any of the rooms or contents of the administration buildings, except those rooms marked B 107, 108, 109, 110,111, C 209, 210, 211, 212, 213, 214 on Exhibit B. The said rooms constitute a comfortable and well-equipped residence which said caretaker shall occupy rent free so long as he shall be employed as caretaker by The Barnes Foundation.

{April 30, 1946 } 14. Donee shall maintain and extend the arboretum now existing; said arboretum shall always be known as the Arboretum of The Barnes Foundation.

{December 6, 1922} 15. After the death of Donor and his said wife the living quarters in the building marked on the said plan, Exhibit B", as a garage and tool house, may be used as living quarters for the caretaker of the grounds of the Donee. If found necessary during Donor's life, but not after his death, there may be erected upon said tract of land a laboratory and lecture hall in connection with said arboretum, at a cost not in excess of $200,000, including furnishings, which laboratory and lecture hall shall be located in exactly the place designated on the said plan "Exhibit B" hereof and no other place. Said building shall be designated and known as the Joseph Lapsley Wilson Memorial. It shall be of the same style of architecture as the art gallery and administration buildings and of no other style.

{December 6, 1922} 16. All of the buildings and improvements of Donee shall at all times be kept in first-class order and repair.

{October 20, 1950 } 17. During the joint lives of Donor and his wife, Laura L. Barnes, and during the life of the survivor of them, the Board of Trustees of Donee shall consist of individuals, the successor of any Trustee who may resign, become incapacitated, or die, to be elected by the remaining Trustees of Donee. Upon the death of the survivor of Donor and his said wife, the Trustees in office at the death of the survivor of Donor and his wife shall serve out their current terms and each upon completion of their current term shall respectively be elected as Trustee for an additional term and so on from term to term until they respectively resign, become incapacitated or die. The vacancy occurring in the Board of Trustees by the death of the survivor of Albert C. Barnes and Laura L. Barnes - or if no vacancy then occurs - the first vacancy that occurs by reason of the resignation, incapacity or death of a Trustee then in office - shall be filled by the election of a person nominated by the financial institution which shall be Treasurer of Donee, and the next four vacancies which occur by the resignation, incapacity or death of Trustees who were in office at the time of death of the survivor of Albert C. Barnes and his said wife shall be filled by election of persons nominated by Lincoln University of Lincoln University, Chester County, Pennsylvania. Thereafter vacancies occurring by the expiration of the term, death, incapacity or resignation of the Trustees nominated by the Board of Directors of such financial institution and the Board of Trustees of Lincoln University, shall be filled by the election of a person nominated to fill such vacancy by the Board of Directors or Trustees which nominated the retiring, incapacitated or deceased Trustee, or Trustees, whose term expired. Provided, however, anything to the contrary herein notwithstanding, that no Trustee shall be a member of the faculty or Board of Trustees or Directors of the University of Pennsylvania, Temple University, Bryn Mawr, Haverford or Swarthmore Colleges, or Pennsylvania Academy of the Fine Arts. The term of any successor Trustee elected subsequent to the death of Donor and his said wife shall be five years from the annual meeting at which such successor is elected, or, if elected at a special meeting, five years from the next succeeding annual meeting after such election. The Trustees of the Donee shall control both the art gallery and the arboretum of the Donee, both of which are integral parts of the educational resources of the Donee. It is further stipulated that the identity of the Donee as an educational institution is to be preserved for all time and Donee is not to be merged in or absorbed by any other institution; its facilities are to be made available, under proper rules and regulations of the Board of Trustees, to all properly qualified educational institutions.

{December 4, 1940 } 18. The treasurer of Donee shall from the date of the death of the survivor of Donor and his said wife be the GIRARD TRUST COMPANY of Philadelphia, Pennsylvania.

{January 29, 1941 } 19. The Board of Trustees of Donee shall serve without compensation. The corporate treasurer of Donee which is to take office after the death of the survivor of Donor and his said wife shall receive as its compensation two (2%) per cent on the income administered by it.

{October 20, 1950 } 20. That Nelle E. Mullen shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Twelve Thousand Dollars ($12,000) per year for the balance of her life, notwithstanding her possible physical disability in the future which may prevent her from active service; that Mary Mullen shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Five Thousand Dollars ($5,000) per year for the balance of her life, notwithstanding her possible physical disability in the future which may prevent her from active service; that Violette de Mazia shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Ten Thousand Dollars ($10,000) per year for the balance of her life, notwithstanding her possible physical disability in the future which may prevent her from active service; that Albert Nulty shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Five Thousand Six Hundred Dollars ($5,600) per year for the balance of his life, notwithstanding his possible physical disability in the future which may prevent him from active service, and upon his death the same amount per year shall be paid to his wife, if she shall survive him, during her life, or until she should remarry; that James Gray shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Two Thousand Eight Hundred Dollars ($2,800) per year for the balance of his life, notwithstanding his possible physical disability in the future which may prevent him from active service, and upon his death the same amount per year shall be paid to his wife, Lillian Gray, during her life, or until she should remarry; that Paul B. Hogans shall be employed by and shall receive a compensation from the Barnes Foundation at the rate of Two Thousand Four Hundred Dollars ($2,400) per year for the balance of his life, notwithstanding his possible physical disability in the future which may prevent him from active service, and upon his death the same amount per year shall be paid to his wife, Frieda Hogans, during her life or until she should remarry. Angelo Pinto, if employed by the Barnes Foundation, shall receive a compensation at the rate of Four Thousand Eight Hundred Dollars ($4,800) per year for as long a period of time as he shall remain in the service of the Barnes Foundation and upon his death the amount of Three Thousand Six Hundred Dollars ($3,600) shall be paid to his wife, Gertrude Pinto, during her life or until she should remarry. Each of the following employees of the Barnes Foundation, viz:- Nicholas Valle, Christopher Naughton, John Mc-Bride, George Boyd, David Aiken, Jr., Thomas Miller, Martin Reilly, William S. Hampel, Harry McNutt, Patrick J.Gallagher, who is in the employ of Barnes Foundation at the time of the death of Donor, shall be employed by the Foundation for such employee's respective life at the same rate of salary he is receiving from the Foundation at the time of death of Donor, provided that if, while in the service of the Foundation, he becomes permanently incapacitated for work he shall thereafter, in lieu of such salary, be paid by the Foundation a pension of Two hundred dollars ($200) per month during the balance of his life, and in case he dies, while in the service of or on pension by the Foundation, leaving his present wife a widow him surviving, the Foundation shall thereafter pay Two Hundred dollars ($200) per month to his widow during her life,or until she remarries. In case of dispute as to whether any such employee is permanently incapacitated for work, the decision of the Trustees of the Foundation shall govern.

{October 20, 1950 } 21. Donee shall, after the death of Donor, employ an art director at a salary not to exceed $5,000 per annum, whose function shall be to supervise the gallery, to see that the paintings are properly cared for and perform such other duties as may be necessary to carry out such educational work as comes within the purview of the Art Department of Donee. The said art director shall devote his full time exclusively to the aforesaid work, except for one month's vacation each year, and shall perform his functions on the premises of the Barnes Foundation and not elsewhere.

{December 4, 1940} 22. Donee may employ a suitable person as a Curator of the Arboretum, at an annual salary not exceeding six thousand ($6,000) dollars. The work of the said curator shall be done, if feasible, under the auspices of an educational institution chartered under the laws of the Commonwealth of Pennsylvania, located in Philadelphia or its suburbs, subject always, nevertheless, to the control and direction of the Board of Trustees of Donee.

{October 20, 1950 } 23. In connection with the Art Gallery and the art educational work of Donee, Donee shall employ not more than four men as gallery attendants and watchmen at salaries not exceeding $3,000 per annum, one engineer who shall be in charge of all apparatus for heat and moisture controls, air-conditioning and similar or allied matters, at a salary not to exceed $3,500 per annum, and one stenographer and clerk at a salary not to exceed $3,500 per annum, and the administration of salaries paid to the Donor's wife, to the Art Director and the Director of Education, shall in no year exceed a total of $24,000.

{October 20, 1950 } 24. In connection with the Arboretum and in addition to the superintendent and curator thereof, Donee shall employ sufficient men at a salary not exceeding $3,500 per annum each, the total expenditure for the salaries of said men, shall not exceed $24,000, and may also employ lecturers, not exceeding six (6) in number at a salary not exceeding $1,500 per annum each. Each lecturer shall give at least one lecture a week from September to May, inclusive.

{December 6, 1922} 25. In addition to the employees above specified, Donee may employ such cleaners and janitors for the art gallery and buildings connected therewith, and if erected, for the Joseph Lapsley Wilson Memorial, as may be necessary, at a gross expenditure per annum of not to exceed $6,000. No other administrative or executive officers or clerical assistants shall be engaged or employed by Donee except those above specified.

{December 6, 1922} 26. Donor may from time to time add additional funds by way of endowment, by gift of the same to Donee. Any such additional funds when received by Donee shall constitute a part of Donee's endowment fund with the same force and effect as if the same had originally been transferred and paid over to Donee at the time of the making of this Indenture and Agreement, and shall be administered as a part of such endowment upon the same terms and conditions and under the same limitations and stipulations as are in this Indenture and Agreement set forth, and not otherwise.

{January 29, 1941 } 27. During the Donor's lifetime moneys available for investment or reinvestment, whether principal or income, may be invested in any good securities whether legal investments for Trustees or not; but after Donor's death, such moneys may only be invested by Donee in such obligations of the United States of America, obligations of the several States of the United States and obligations of municipal corporations and districts in the several States of the United States which are legal investments for savings banks under the laws of the State of New York.

{April 30, 1946 } 28. After the death of Donor and his said wife, any excess of income of Donee from the endowment contributed by Donor over and above the needs of the Donee for its art gallery and collection of pictures and the extension and administration of its Arboretum shall annually be contributed by Donee for the creation of scholarships and/or otherwise for the promotion of education in the fine arts, horticulture and arboriculture. No part of said income which would be contributed by Donee as herein provided is to be used for prizes given to painters, sculptors or students, for paintings, sculpture, drawings or other concrete works of art produced by said painters, sculptors or students.

{December 6, 1922} 29. During the lifetime of Donor and his said wife the art gallery of Donee shall only be open to the public on not more than two days in each week, except during July, August and September of each year, and only upon cards of admission issued by or under the direction of the Board of Trustees of Donee. During said period students of art shall be admitted by special arrangement under regulations to be prescribed by the Board of Trustees of Donee. Donor makes these provisions and stipulations for the reason that said art gallery is founded as an educational experiment under the principles of modern psychology as applied to education, and it is Donor's desire during his lifetime, and that of his wife, to perfect the plan so that it shall be operative for the spread of the principles of democracy and education after the death of Donor and his wife.

{April 30, 1946} 30. After the death of Donor and his said wife, the gallery and the arboretum shall be open five days in each week, except during the months of July and August of each year- and solely and exclusively for educational purposes- to students and instructors of institutions which conduct courses in art and art appreciation, which are approved by the Trustees of Donee. On Saturday of each week, except during the months of July and August of every year, the gallery and the arboretum shall be open to the public between the hours of ten o'clock in the morning and four o'clock in the afternoon, under such rules and regulations as the Board of Trustees of Donee may make. It will be incumbent upon the Board of Trustees to make such rules and regulations as will ensure that the plain people, that is, men and women who gain their livelihood by daily toil in shops, factories, schools, stores and similar places, shall have free access to the art gallery and the arboretum upon those days when the gallery and the arboretum are to be open to the public, as hereintofore provided. On Sunday of each week during the entire year the gallery and the arboretum shall be closed to students and public alike. It shall be incumbent upon the Board of Trustees of the Donee to make such rules and regulations that will protect the works of art in the gallery and the trees, shrubs and plants constituting said arboretum.

{December 6, 1922} 31. Until the gallery to be constructed upon the tract of land above mentioned shall have been completed to such extent as in the judgement of Donor will make it safe and feasible to transfer the said collection of paintings thereto, said collection shall remain in Donor's residence, where now situated, or should it in Donor's judgement become requisite to remove the same from said residence for any reason the same shall be placed and housed in such place and under such conditions as the Donor shall specify. Meantime neither Donor nor Donee shall be under any obligation to keep the same insured in any manner, it being impracticable adequately or properly to insure the same; no insurance moneys being in any sense adequate to replace or repair the same in case of fire or other casualty.

{December 6, 1922} 32. The conveyance of the said real estate, together with the arboretum thereupon situate, the buildings, fixtures and appurtenances thereon or thereunto belonging and appertaining, by Donor to Donee, shall be irrevocable. The establishment of the art gallery is an experiment to determine how much practical good to the public of all classes and stations of life, may be accomplished by means of the plans and principles learned by the Donor from a life-long study of the science of psychology as applied to education and aesthetics. If, at any period during the lifetime of the Donor, the Board of Trustees decide that the experiment is a failure, they may, by appropriate resolution, dispose of the paintings, by gift or otherwise, to any individual, institution, museum, school or college, specified by the Board of Trustees. It may, however, hereafter appear that some one or more of the trusts, conditions and stipulations upon which Donee takes and holds the same as in this Indenture and Agreement set forth are improper or impracticable and should be modified. The same may only be modified by a written agreement between Donor and Donee executed in due form of law, but the right so to modify the same without impairing the objects and purposes in this Indenture and Agreement set forth is reserved to the parties in the manner in this paragraph specified.

{December 6, 1922} 33. The purpose of this gift is democratic and educational in the true meaning of those words, and special privileges are forbidden. It is therefore expressly stipulated by the Donor that at no time after the death of said Donor, shall there be held in any building or buildings any society functions commonly designated receptions, tea parties, dinners, banquets, dances, musicales or similar affairs, whether such functions be given by officials, Trustees or employees of the Barnes Foundation or any other person or persons whatsoever, or whether such functions be private or public. It is further stipulated that any citizen of the Commonwealth of Pennsylvania who shall present to the courts a petition for injunction based upon what reputable legal counsel consider is sufficient evidence that the above mentioned stipulation has been violated, shall have his total legal expense paid by the Barnes Foundation.

{April 30, 1946 } 34. At no times after the death of the Donor shall the art gallery be used for exhibitions of paintings or other works of art, or of any work whatsoever, that are not the property of the Barnes Foundation. At no time after the death of the Donor shall the art gallery be used for painting, drawing or sculpturing by any person or persons, whether said persons be students or instructors of The Barnes Foundation or from any other institution where students are instructed how to paint, draw or sculpture. This means specifically that The Barnes Foundation is to be maintained perpetually for education in the appreciation of the fine arts and not as a school for instruction in painting, drawing, sculpturing or any other branch of art or craftsmanship. This restriction also prohibits the copying of any of the works of art of The Barnes Foundation by any person whatsoever.

{December 6, 1922} 35. No painter, sculptor or other artist of any description whatsoever will ever be permitted to use any of the buildings, or the contents of those buildings, for the instruction of pupils who pay or ever paid a fee to that artist, sculptor, etc, for private instructions in art or other form of education.

{December 6, 1922} 36. The stock of A.C. Barnes Company constituting a portion of this gift has in great degree acquired its value and its earning capacity through the intelligence and efforts of Nelle E. Mullen, Mary Mullen and Laura V. Geiger. Said persons have, through their long service in said corporation, acquired an experience, knowledge of its policies and of the administration of its affairs which is invaluable. In the interest of The Barnes Foundation Donor therefore requires that for a period of not less than five (5) years after Donor's death, or the death of his wife, whichever shall last occur, all of said persons shall continue the active conduct, including the manufacturing, executive and clerical services, of the business of A.C. Barnes Company, at salaries of the same amount as the books of said company show that they were respectfully receiving at the date of the death of the Donor or his wife, whichever shall last occur, and that said Nelle E. Mullen and Mary Mullen shall continue to be Directors of said A. C. Barnes Company and that Laura V. Geiger shall be elected to the Board of Directors of A.C. Barnes Company. Donee will exercise its rights as a stockholder of said company in such manner as to carry out the provisions of this paragraph. In token of her agreement to the terms and conditions of this Indenture and Agreement, and in token of her agreement to join in any conveyance requisite to carry out the true intent hereof, Donor's wife, Laura L. Barnes, has joined as a party herein. The Barnes Foundation, party of the second part hereto, doth hereby constitute and appoint Joseph Lapsley Wilson to be its attorney for it and in its name and as and for its corporate act and deed to acknowledge this Indenture and Agreement before any person having authority by the laws of the Commonwealth of Pennsylvania to take such acknowledgments, to the intent that the same may be duly recorded.

{March 16, 1939 } 37. After the death of the Donor and his wife, there shall not be paid from the Foundation funds more than Five Thousand ($5,000) Dollars a year to any one teacher, and not more than three (3) teachers shall be employed and paid for with Foundation funds.

{January 24, 1940 } 38. That beginning as of January 1st, 1940, the Barnes Foundation shall pay in equal quarterly installments to John Dewey, the sum of Five thousand dollars ($5,000) per annum, for the balance of his life.

{April 15, 1942 } 39. That beginning as of June 1, 1947, the Barnes Foundation shall pay in equal monthly installments to Laurence Buermeyer, the sum of eighteen hundred dollars ($1,800) per annum, for the balance of his life. During the lifetime of the Donor, the Donee shall have power and authority, by resolution of a majority of its Board of Trustees, to make any change from time to time in the amount of the compensation herein provided. Such power shall cease upon the death of the Donor.

{October 20, 1950 } ARTICLE X - AMENDMENTS The following by-laws of the corporation are unamendable and shall never be amended in any manner whatsoever, viz: Article I, Article II, Article IV, Article V, Article IX, except that upon the execution of any written agreement between Albert C. Barnes and this corporation modifying, amending or supplementing the original Indenture and Agreement, dated the sixth day of December, A.D. 1922 or any supplement thereto, said Articles of the Bylaws shall be amended to accord with and conform to said written Agreement. All the other articles of these by-laws may be amended at an annual or stated meeting by resolution if notice of the proposed change therein shall have been mailed or handed to each member of the Board of Trustees at least ten days before the date of the meeting at which it is proposed such amendment shall be acted upon, and such amendment shall only be carried by the affirmative vote of a majority of the Trustees then in office.