Proceedings Of The Annual Meeting

SECRETARY'S NOTE.-The complete list of all officers of the Institute will be found on p. iv. of this number of the Bulletin. The following explanation may recall to old members, and convey to new ones, the relations of the two governing bodies, as determined by the, Certificate of Incorporation of the Institute, and the Constitution and By-Laws adopted in accordance therewith. The body legally responsible for the business management is the Board of nine Directors (three elected annually to serve three years), which elects its own officers. This body, for reasons of practical convenience, is composed of well-known members, residing in New York City, and able to attend, without serious inconvenience or expense, the necessary meetings of the Board. The officers of this Board are legally the officers of the Institute. But, apart from business manage-ment, the Board exercises no control over the election of members, or the professional and technical work of the Institute, except that its vote is required to elect honorary members, upon the recommendation of the Council. The Council is a. body, constituted in all respects (except that it has no Treasurer) like the Council existing before the incorporation of the Institute, in January, 1905, and charged with all duties and powers, except those which the Board of Directors must legally perform. It elects members, appoints the times and places of professional meetings, and controls the publication and distribution of papers and volumes, etc. Its members (President, Vice-Presidents and Councilors) are elected by the members of the Institute, voting in person or by proxy, and after publication of the nominations received ; and it is intended to repre¬sent, as far as practicable, both the professional and the geographical distribution of the membership. Consequently, whatever professional honor attaches to official position belongs to membership in the Council, rather than in the legal Board of Directors. This remark implies no disparagement of the members of the latter body, every one of whom has served, or is now serving, as a member of the Council. But it is only fair to explain that their election and continued re-election as Directors is simply a matter of legal convenience.