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Not all the names appear, as a few have been received since the list was posted.

A number of circulars have been left on the Secretary's desk. Some are issued by the Metropolitan Museum of Arts, while others are from the Central Museum of Brooklyn. There is also a supply of bulletins from the Zoological Society. These are available for any who desire them.

The Anniversary Committee has provided badges which will be distributed at the close of the morning session.

DR. TOWNSEND: I would like to state that the accommodations for luncheon are ample, and all who are present in the room will be welcomed at the luncheon whether members or not, but it will be well for all to have the badges in order that the caterer may know whom to admit.

It has been found impracticable to have the luncheon served in the Aquarium owing to lack of space. The luncheon will be served some little distance from here, but the members will be conducted there by officers of the Aquarium. We will leave here about quarter to one o'clock.

INCORPORATION OF THE SOCIETY

PRESIDENT: The next order of business is the reports of officers, and the first called for is that of the President.

I have been a member of the Society for many years and have attended a good many meetings, but I have never known of a president making a report. I think that part of the constitution was intended to be purely ornamental, and as I do not want to establish a precedent at this time I will make no report, but informally I will say that last year there was a committee appointed, or arrangements were made, looking toward the incorporation of this Society. The matter was referred, I think, to a committee, of which the incoming president was made chairman.

Since the last meeting I have taken this question up with one of the leading attorneys of Detroit, and he said he would see it we could not incorporate under the laws of the United States by an act of Congress. He thought that would be

the most appropriate way, but later advised that this plan would not be feasible. Then the question arose, what state law should we incorporate under? I thought that it was not for me to decide but rather for the Society, because I might want to incorporate under the laws of Michigan and that, of course, would look a little selfish. My own idea is that, if any honor attaches to this point, the great State of Massachusetts or the Empire State would be entitled to it; although if you are going to consider the Middle West then Michigan is strictly in it, for the reason that it has more coast line than any other state in the Union, and its fresh water fisheries are more important than those of any other state. However, this is entirely a matter for the Society to decide. Do you want to take any action at the present time?

MR. CLARK: I remember the circumstances, but I do not remember why it was thought necessary for us to incorporate.

PRESIDENT: It was said that there were certain funds. which might be placed to the credit of this Society, a sort of endowment, if the Society were in a position to accept them; and that it should be incorporated, so that we could sue and be sued if necessary.

MR. CLARK: And it was decided to incorporate?

PRESIDENT: Yes.

MR. CLARK: In view of the fact that the Society was founded in New York State, I move that the officers be instructed to have it incorporated this coming year under the laws of that State.

MR. SAMUEL F. FULLERTON, St. Paul, Minn. I second the motion. I think it is very appropriate.

PRESIDENT: The motion is that the proper officers are to have this Society incorporate during the ensuing year under the laws of the State of New York. Is there any discussion? I notice a gentleman from Rhode Island, which is the biggest little state in the Union, who seems to want to say something on the subject.

MR. WILLIAM P. MORTON, Providence R. I.: We are ready to come right in with you. Any assistance called for from Rhode Island will be cheerfully given.

MR. CHARLES W. WILLARD, Westerly, R. I.: We should be glad to have the Society incorporated for the reason that it could then be sued. I might want to sue for advances. (Laughter.)

MR. E. HART FENN, Wethersfield, Conn.: Are there any difficulties in the way of incorporating this Society in the State of New York? Some states have advantages over others in the case of the incorporation of societies of this character. I take it that this is practically a voluntary association. I know that the several states in their acts of incorporation differ considerably. If there are no serious obstacles, I am in favor of New York.

MR. CLARK: It did not occur to me that any difficulties would arise in this organization such as have troubled corporations involving large capitalization. They have, no doubt, favored a state like New Jersey.

MR. JOHN E. GUNCKEL, Toledo, Ohio: If the committee should have any serious trouble, let them move to Ohio and I will see that they are taken care of. (Laughter.)

MR. W. E. MEEHAN, Harrisburg, Pa.: The laws of Pennsylvania are very simple for corporations of this kind.

ACTING SECRETARY: A perusal of the records of the Society five or six years back will show that this matter has been under discussion several times. An objection was raised on one occasion to incorporating under the laws of a certain state because it was said by Mr. Dennis, a member of the Society, that the laws were much more favorable in other states. Delaware and New Jersey were mentioned as having very favorable laws under which the Society might incorporate.

MR. FULLERTON: I think that refers entirely to money matters, capital stock, etc.

PRESIDENT: We are not likely to be embarrassed in that respect.

MR. CLARK: The motion might be changed.

MR. FENN: I move that this matter be referred to a committee with power to investigate the laws, and, if agreeable to that committee, to incorporate under the laws of the State of New York. I know the question of fees differs in various states. If New York has a high fee it might be advisable to incorporate in a state that has a low fee.

MR. CLARK Under some state laws it might bother us to invest the funds which, of course, we expect to have.

MR. FENN: It has been suggested to me that in order to incorporate under the laws of the State of New York we must have a central office in New York; also that the majority of the board of directors must be residents of New York.

ACTING SECRETARY: Mr. Dennis said at the Atlantic City meeting, when this matter was up for discussion, that the laws of Delaware were more liberal than those of any other state under which the Society could obtain a charter. The laws of Delaware do not require that the principal place of business shall be within the state.

PRESIDENT: The question is that we incorporate under the laws of New York if found feasible.

MR. CLARK: Otherwise let the officers incorporate where the laws appear most favorable.

MR. FENN: That is the motion.

Seconded and unanimously carried.

PRESIDENT: The next order of business is the report of the Secretary.

The report of the Acting Secretary was then presented as follows:

REPORT OF THE ASSISTANT SECRETARY

To the Officers and Members of the American Fisheries Society:

As the illness that kept our late beloved Secretary Peabody from attending the last meeting of the Society soon after resulted fatally, the duties of the office have been administered by the Assistant Secretary, aside from the period of his absence of some five months in Alaska when Dr. H. M. Smith attended to the affairs of the office until he was suddenly called to Europe, after which, and until the return of the undersigned, matters were well looked after by Miss Ethel M. Smith, of the Bureau of Fisheries, Washington, D. C.

During the year our ranks have sen depleted by the grim visitor to the number of seven, as follows:

ENRICO H. GIGLIOLI, Florence, Italy. Died Dec. 20, 1909. Elected a corresponding member in 1884.

GEO. F. PEABODY, Appleton, Wis. Died Sept. 12, 1909. Elected to membership in 1895.

CHARLES P. BENNETT, Secretary of State, Providence, R. I. Died August 25, 1909. Elected to membership in 1903.

J. FRANK ELLIS, U. S. Bureau of Fisheries, Washington, D. C. Died April 7, 1910. Elected to membership in 1885.

CHARLES H. FERRY, 1551 Railway Exchange, Chicago, Ill. Died May 2, 1910. Elected to membership in 1903.

L. B. SPENCER, New York Aquarium, New York City. Died April 16, 1910. Elected to membership in 1901.

A. J. KAVANAGH, U. S. Bureau of Fisheries, Leadville, Colo. Died March 1, 1910. Elected to membership in 1908.

Since the last meeting there have been three resignations and twentyfive members have been dropped by the Treasurer for non-payment of dues after failure to respond to repeated notice of arrearage. The names of these delinquents as well as deceased members were omitted from the last published membership list, so far as reported up to the time the completed proceedings were received from the printer's hands early in April.

It may have seemed to some that the publication of the report was unduly delayed, but speaking in the absence of Dr. H. M. Smith, chairman of the newly-created publication committee, of which the undersigned was a member, it may be said that as the committee found its duties rather arduous in the matter of carefully revising and editing all of the papers and discussions, and as every possible effort was made to correct and revise the membership list, it was inevitable that the report should be somewhat delayed. It is hoped that the members will appreciate the position and efforts of the committee.

While heretofore the Secretary has had charge of the publication of the Transactions, it is believed that the Society's best interests will be served if the matter of publishing the reports is delegated to a duly qualified committee.

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