seed rate, $1.50. There are things like that that might be brought before the members of this association and properly considered by committees.

On motion of Mr. May, the recommendation of the Transportation Committee with regard to finances was referred to the Executive Committee.

Mr. Courteen: I would like to ask whether in the case referred to by Mr. McVay the corn was sold f. o. b., or delivered? Mr. McVay: Sold delivered.

Mr. Courteen: I think that would have a material effect on the question in a legal way, inasmuch as if sold f. o. b., shipping instruction, it would be entirely different.

Mr. McVay: I do not think that would change the legal status of the thing at all, because the court has held that if a bank comes to you with a bill of lading for $10,000 repre senting a certain class of goods and in a certain quantity, and you pay the bank for it, and the goods arrive a week later and are not what you paid for, either as to quantity or quality, or both, the bank is liable, and if the consignee sells the goods at a loss he can recover judgment for his damages. I may be wrong, but I am inclined to think that it would not make any difference whether sold f. o. b. or delivered.

President Grenell: If there is no further discussion on this subject I will announce as Obituary Committee, Messrs. C. L. Allen and E. L. Page, to report to-morrow morning.

Secretary Kendel called special attention to the necessity for all present registering, alike for the information of the Secretary, the Local Entertainment Committee and the trade press. He further stated that the Committee on Arrangements had provided badges and buttons for the gentlemen and pins for the ladies.

Mr. A. McCullough: I move that when we adjourn at noon that we adjourn to meet in Executive Session at 2:00 o'clock, the Executive Session to continue for about half an hour, and that we then go into open session and resume our papers. It strikes me that there are some matters that should be transacted which can only be properly transacted in Executive Session. I think we can dispose of them in a very short time, and that it would be better to take them up the first thing after lunch. We will then be free to give full time to the papers.

Mr. Willard: I would like to second this motion. I consider the matter of Executive Session as one vital to the welfare of this organization; but it is somewhat of a new thing for us, and perhaps we do not all fully understand just its

purpose. I would simply say that it is for the purpose of having present the voting members only in order that business of importance of this association can be taken up and disposed of without embarrassment of any kind. I think if the members understand this and will meet promptly, that we will find a short executive session of great value.

The motion was put and carried.

On motion adjourned until 2 o'clock P. M.

FIRST DAY-AFTERNOON SESSION.

Convention met pursuant to recess, President Grenell in the chair; Secretary Kendel in his position.

Mr. A. McCullough: We meet, Mr. President, as I understand, in executive session. As you all know, the association decided a few years ago to hold a certain portion of their meetings in annual convention in executive session in order to transact such business as the members wish to bring up and discuss strictly among themselves, and in which outsiders and newspapers were not at all interested and which they might misconstrue. As we are now in executive session I would suggest that the chair appoint a sergeant-at-arms to see to it that no outsiders are admitted to our executive sessions. We have never done this so far, but if we are going to adopt business methods we have to make a start at some time, and we will. never have a better opportunity than right now.

President Grenell: I think that is a good suggestion. I will appoint the First Vice-President, Mr. L. L. May, as sergeant-at-arms, with instructions to prevent any eavesdroppers or outsiders entering the room.

Mr. A. McCullough: I believe that the special order of business for this meeting is the report of the Committee on Revision of By-laws. I move that we take up their report and consider it seriatim.

Before doing so, however, I will call your attention to the list of applicants for membership that has been posted. If any of you are acquainted with one or more of the applicants named, the Membership Committee would be pleased to have you meet with them this afternoon, coming, not as a body, but as individuals; because it is not possible for any member of our committee to be acquainted with all of these parties, and if there are any friends in the organization that wish to say anything about any one or more of the applicants, we want to hear from you. If there is any member that knows anything at all derogatory to the character of any applicant we

want to know that also, so that we can make a report understandingly.

Secretary Kendel: Where will you meet and at what hour?

Mr. McCullough: Mr. Woodruff and I will try to be together and meet the gentlemen somewhere around the lobby. It will only take a moment or two to get reports.

Mr. Willard: The proposed change in the By-laws is already before you, having been read this morning. I suppose it is perfectly proper that it be considered in sections, and I will ask the Secretary to read for me Section I.

Secretary Kendel read the following Article I, Section 1: "Any individual, firm or corporation engaged in the seed trade in this country or Canada, as provided for in Article III of the Constitution, shall be eligible for membership in this association. Firms or corporations shall be entitled to one vote only, but any member of a firm, or officer of a corporation may represent the firm or corporation and be entitled to all the privileges of the association. Any member of a firm, or officer of a corporation may make application for and take an individual membership, should he so desire. All membership to cease whenever any change occurs whereby an individual, firm, or corporation would not. under our Constitution, be eligible for membership, and can be renewed only by vote of the Association.'

Mr. Willard: Mr. President, I would state that this section down to the last paragraph beginning "All membership cease," etc., is practically the same as our old Constitution, but changed to cover clearly the privileges of corporations as well as firms. The last paragraph of the section makes a radical change, in that all membership cease whenever through any change in a firm or in the business of an individual, such firm or individual would not be eligible for continued membership. There is no question as to the interpretation of this language. I a firm or individual is not eligible for membership they should not retain their membership; but in case such firm or individual resumes business, to avoid any injustice to them the provision is made that such membership can be renewed by vote of the association. That would mean, of course, without payment of a new initiation fee.

President Grenell:

any remarks?

Section I has been read. Are there

Mr. Sheap: I would like to inquire whether in the event a certain member of the firm wishes to join he would be obliged to pay the initiation fee?

Mr. Willard: Most assuredly. Every member must pay an initiation fee. That is the rule now.

On motion of Mr. A. McCullough, Section 1, was adopted as read.

Secretary Kendel read Section 2, viz.:

"New members may be elected at the Annual Convention of the Association, or at any special meeting that may be held, after having been recommended by the Committee on Membership. All applications for membership must be made upon blanks to be furnished by the Secretary and accompanied by an initiation fee of $25.00, which will also cover the first year's dues, or be recommended by at least one member of the association, who will guarantee payment. The election of new members shall be by ballot. It shall require the affirmative vote of at least two-thirds of the members present and voting to elect a member. No applicant for admission to membership shall be balloted for on the day of his proposal, except by unanimous vote suspending the rule."

Mr. Willard: This section makes but very little change in the reading of the section as it now stands in our By-laws I would suggest the striking out there of one little word which is rather ambiguous and perhaps conveys a wrong meaning. That is the word "and" after the word "Secretary" and before the word "accompanied."

You understand that any recommendation which we offer you is subject to amendment or change by this meeting.

Mr. May: I would like to ask Mr. Willard the idea of raising the initiation fee to $25. Why have you proposed that? Mr. Willard: Because at the last annual meeting the question was brought before the convention by someone-I don't know who as to whether or not it was not advisable. A vote was taken and a large majority of those present were in favor of raising the initiation fee, some to $10, some to $15, some to $25, and some as high as $100. The committee after giving the matter consideration decided to incorporate in this amendment submitted for your action the sum of $25, as representing the views of the majority who voted upon the question at the Alexandria Bay meeting.

Mr. May: It seems to me that the object of the association is to gather in as many seedsmen as we possibly can. I feel that $25-and I have heard that expressed by a numberis a little excessive and may cut out some very desirable members whom we want to get in, and yet it would not cut out any undesirable ones. If they desire to come in they can easily pay

a fee of $100 to get in. I think it is our desire to include in our membership as many as we possibly can, and to make it $25 I think is a little high. I would be in favor of leaving it as it has been.

Mr. A. McCullough: I would move that Section 2 as read, omitting the word "and" as suggested by Mr. Willard, be adopted.

Mr. McVay: I am inclined to agree with Mr. May altogether in what he believes should be the proper amount that we should fix as an initiation fee. I can see no reason why we should require $25 from a desirable member that we want to get into the American Seed Trade Association. It seems to me that if we want to accomplish anything we can do so by bringing in all desirable people who are entitled to become members of this association. I agree with Mr. May when he says that a twenty-five dollar fee will not keep out undesirable members. I cannot see any reason why you should require a twenty-five dollar initiation fee. If the association was needing the money for some specific purpose, and there was some reason why you should have increased revenue I would be in favor of it. I understand the motive of the gentlemen on this committee, and I was inclined to think that they were correct at Alexandria Bay, but after talking to some of the members who object to a twenty-five dollar fee I came to the conclusion that it was entirely too high. I would like to ask the committee if they will not rescind' their action so far as the amount is concerned, and I offer an amendment to the effect that we make it $10. I do not see why we should request a man that would possibly be a credit to this association and be a force for good along lines that we are trying to accomplish, to pay a twenty-five dollar initiation fee. That would keep out many desirable members in my opinion. I trust the members will think as I do and will object to making the initiation fee $25. I therefore move, as an amendment, that Section 2 be adopted as read with the exception that $10 be inserted in lieu of $25.

Mr. Schisler: Do you also mean to cut down the dues?

Mr. McVay: I am in favor of Section 2 except that we strike out $25 and insert $10.

The motion was seconded.

Mr. A. McCullough: I see that my name is attached to this report of the committee. While I did not have the pleasure of meeting with the committee I corresponded with them. and took considerable interest in the work. I thought that the great amount of labor and time that Mr. Willard and others