CO-OPERATIVE INCORPORATION.

The Committee formed by the vote of the Board of Directors of the Co-operative Society, passed October 14, 1902, have presented the following plan for incorporation.

They suggest, first of all, that a special meeting of the Society be called for Friday, November 7, 1902, to consider the plan of incorporation prepared by this Committee; that this special meeting, if two-thirds of the members present approve the plan proposed, select five candidates, or if deemed expedient, more than five candidates for a board of five stockholders in the proposed corporation, and appoint Friday, November 21, 1902, as the day for determining, by a majority vote of the members voting, the vote being taken by Australian ballot, whether the proposed plan of incorporation shall be adopted, and what persons shall be stockholders; and that this special meeting postpone the annual meeting of the Society appointed for November 19, 1902, to December 19, 1902.

The Committee recommend the following plan of incorporation.

A corporation of five stockholders each one to be a member of the Corporation of Harvard College, the Board of Overseers or some one of the Faculties of the University, and to be chosen in the first instance by the members of the Society, by Australian ballot at the time of the similar ballot upon the question of incorporation.

The five stockholders first chosen to hold office as follows: one for five years, one for four years, one for three years, one for two years, and one for one year, and to determine by lot the time of service of each.

Annual meetings of the participating members of the Society to be held, in 1902 on the third Friday of December, and in subsequent years on the third Wednesday of November.

The stockholders to nominate a president, treasurer, and a clerk or secretary from the University at large, and eight other directors, to be selected as follows: one from the Faculty of Arts and Sciences, one from the Graduate School, one from the Law School, one from the Medical School, one from the University at large, and one from the Senior, Junior and Sophomore classes of the College or Scientific School of Harvard University, respectively. These nominations to be posted in the Society's store and published in the CRIMSON two weeks before the annual meeting of the participating members of the Society. Other nominations, if any, to be made by nomination papers signed by twenty-five members of the Society, and to be similarly posted and published one week before the annual meeting. If additional nominations are made in this manner, the president, treasurer, clerk, and eight directors to be selected by ballot at the annual meeting, provided that at least one hundred members are present and voting. The ten persons so selected by ballot, or, if no additional nominations are made, or if fewer than one hundred members are present and voting at the annual meeting, the nominees of the stockholders, to be elected, the president by a vote of the board of directors, the ten other persons by a vote of the board of stockholders. After 1902, new stockholders to fill vacancies caused by lapse of time, death, or resignation, to be chosen in the same manner and at the same time as the treasurer, clerk, and directors.

The stockholders to determine what compensation, if any, shall be received by the president, treasurer, clerk, or any member of the board of directors; and also to entertain any complaint as to the administration by this board, if signed by at least ten members of the Society, and to make reply in writing to the complainants.

The powers and duties of the stockholders to be subject to change by the mutual consent of the stockholders and the participating members of the Society. The assent of the members to be manifested by a majority vote in favor of any proposed change, provided that the votes cast represent twenty-five per cent of the members of the Society, the vote to be by Australian ballot after at least two weeks' notice of the day and subject of the balloting, such notice, however, to be given only at the joint request of the stockholders and fifty members of the Society.

Any stockholder who wishes to resign his office to be at liberty to do so by transferring his certificate of stock to his fellow stockholders, who shall reassign it to his successor elected at the next annual meeting of the participating members of the Society.

The five stockholders to have the right to apply at any time to the Court for a dissolution of the corporation, and upon its legal dissolution, all the assets of the corporation to vest, subject to its liabilities, in the general body of participating members, as a voluntary association of the same nature and with the same constitution and by-laws as those of the present Society at the moment before incorporation.

The by-laws in the plan of incorporation proposed last May to be adopted so far as consistent with the foregoing recommendations, with such additions as may be found expedient, care being taken to disturb as little as possible the present mode of conducting the business of the Society.  Respectfully submitted,  JAMES BARR AMES.  EDWIN H. HALL.  BYRON S. HURLBUT.  WILLIAM G. LEE.  RICHARD DERBY.  JAMES A. BURGESS.  ROBERT W. LEATHERBEE.