February, '14] ENTOMOLOGISTS' PROCEEDINGS 25 



members as a stock corporation, but we were unable to find any state 

 where we could secure incorporation as a stock company without 

 being obliged to have a resident director or hold annual meetings 

 there, or be subject to other restrictions, and it seemed desirable for 

 us to incorporate as a national organization. In regard to the liability 

 of individual members, the legal adviser of the Department of Educa- 

 tion at Albany, N. Y., told me that in general the officers of a member- 

 ship corporation were liable for bills incurred and the members were 

 liable to the officers so far as the officers were able to enforce the same. 

 This is not very definite, but it simply emphasizes the need of putting 

 in office parties who will not involve the membership too deeply. 

 Although this is not an ideal form of incorporation, it seemed to be the 

 most satisfactory solution to the problem. It gives us a legal standing 

 and we can go ahead and do business on a much more satisfactory 

 basis than we could before. 



Secretary A. F. Burgess: Doctor Felt did not bring out the 

 point that under this form of corporation we can hold meetings any- 

 where and at any time without restriction and we are not bound to 

 hold meetings in the District of Columbia unless we care to do so. 



President P. J. Parrott: I would suggest that Doctor Felt 

 give us a statement of the advantages which will be secured to the 

 Association as an incorporated body. 



Mr. E. p. Felt: The fact of bemg a corporate body establishes 

 a legal entity and as such we can do business and are entitled to hold 

 property and to have a seal. Any business transacted under this 

 seal represents the act of the body corporate and not that of any 

 individual. This is the principal advantage. We can hold and con- 

 vey real estate, and as stated in the latter part of the report, we are 

 limited to holding estate or property not necessary for the purposes 

 of the organization, which has an income of less than $25,000 a year. 

 Incorporation is a financial protection to the managers of the publi- 

 cation. If anything should be published in the Journal which would 

 be subject for legal action it would relieve the officers to some extent, 

 at least, from personal responsibility 



Mr. Wilmon Newell: I know some of the difficulties that have 

 been in the way of conducting business of the Association for the past 

 few years, and I think we owe Doctor Felt and his associates many 

 thanks for what they have accomplished. It certainly puts the As- 

 sociation in much better shape than ever before and I move that this 

 report be accepted and adopted. 



This motion was duly seconded and carried. 



President P. J. Parrott: I will now appoint the following 

 committees: _ 



