The Audubon Societies 



275 



and Animals be reduced from thirty, its 

 present number, to eleven. 



"Resolved Further that the Directors of 

 the Association be authorized and directed 

 to sign, acknowledge and file a supple- 

 mental certificate specifying such reduc- 

 tion." 



At a meeting of the Board of Directors 

 of the Association held on October 28, 

 a quorum being present, the following 

 changes in the By-Laws of the Association 

 were presented by the Attorney, Mr. 

 Samuel T. Carter, Jr.; notice of the pro- 

 posed amendments having been sent to 

 all members fifteen days previously in 

 accordance with the By-Laws. 



"The first paragraph of Article III to 

 be amended to read: 



"The control and conduct of the prop- 

 erty and business of the Association shall 

 be vested in a Board of Directors not to 

 exceed eleven in number. The board shall 

 be divided into five classes which shall be 

 equal in number except that the first class 

 shall consist of three members. This first 

 class shall serve until the next annual 

 meeting after its election and the others, 

 for one, two, three and four years there- 

 after, respectively. Thereafter at each 

 annual meeting those whose term of office 

 may then expire shall be succeeded by a 

 like number of Directors to serve the full 

 term of five years. All Directors shall be 

 elected by a majority vote of the members 

 present. " 



The third paragraph of Article III 

 was amended by providing that six Direc- 

 tors, and not five, shall constitute a 

 quorum. 



The third paragraph to be amended to 

 read: 



"Regular meetings of the Board of 

 Directors shall be held on the last Tuesday 

 of October and of every alternate month 

 thereafter, except that when that day falls 

 on a legal holiday the meeting shall be 

 held on the following day. 



"Special meetings may be called by the 

 President or by any five members of the 

 Board, the special object of the meeting 

 being given in the call. Ten days' written 

 notice of any special meeting shall be given 



to each member of the Board at his last 

 known address. Six Directors shall con- 

 stitute a quorum for the transaction of 

 business. 



"Upon the resignation or death of any 

 member of the Board of Directors, the 

 Board may proceed to elect a Director in 

 his place to serve until the next annual 

 meeting." 



Article IV to be amended by striking 

 out the word "standing" in the second 

 paragraph. 



Article V to be stricken out and the fol- 

 lowing to be substituted. 



"There may be chosen by the members 

 of the Association from among their mem- 

 bership or otherwise at any annual meet- 

 ing what shall be known as an Advisory 

 Board consisting of not less than ten nor 

 more than thirty members, of which Board 

 the President of the Association shall be 

 ex-officio a member and at whose meetings 

 he shall preside. Members of this Board 

 shall serve annually or until their succes- 

 sors are appointed. No meetings of this 

 Board need be held and it shall have no 

 control over or management of the affairs 

 of the Association, except as the Board 

 of Directors may desire from time to time 

 to submit any matters to it. In such case, 

 meetings of this Board shall be held on ten 

 days' notice from the President of the 

 Association." 



The above amendments were adopted 

 separately and thereafter adopted as a 

 whole by a unanimous vote of all of the 

 members of the Board present. 



The following officers were elected for 

 the ensuing year: President, William Dut- 

 cher; First Vice-President, Dr. T. S. Pal- 

 mer; Second Vice-President, Dr. J. A. 

 Allen: Secretary, T. Gilbert Pearson; 

 Treasurer, Dr. Jonathan Dwight, Jr. 



The President stated that Mr. Gifford 

 Pinchot had invited the Association to 

 appoint a Committee to cooperate with 

 the National Conservation Commission. 

 By direction of the Board the following 

 Committee was appointed: Chairman, Mr. 

 Edward Howe Forbush, Dr. T. S. Palmer. 

 Frank M. Chapman, T. Gilbert Pearson, 

 William Dutcher. 



