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To the Editors of the Crimson:

Yesterday there appeared in the CRIMSON a statement of the plan proposed by the majority of the Board of Directors of the Co-operative Society for its incorporation, together with reasons which, it is said, make the change advantageous. The step is an important one for the Cooperative Society and deserves to be carefully considered by the members, with whom rests the final decision, before it is taken. I wish to set forth reasons to show that the proposed change is undesirable.

The substance of the plan is that it transfers the control of the Society from the members, who have it at present, to five persons who are to be incorporated as stockholders with power to choose their successors. The first stockholders will be the five members of the Faculty who are now on the Board of Directors--only three of whom, however, are permanent Directors.

The By-Laws, which the members of the Society are invited to examine at the office of the Society are not anything which the proposed stockholders will be bound by, but which they may change at any time. The only limitations on the powers of the stockholders are: (1) that they shall make no personal profit as stockholders, and (2) that they shall divide profits each year into dividends and capital, the relative amounts of each being, however, as the Directors determine. The members cannot be sure then that, if they vote away their control, the present method of management will last for more than a day. It is not proposed to have the Directors chosen as before as was stated yesterday. The power of choosing Directors is to be taken away from the members and given to the stockholders. If the stockholders wish, they may dispense with Directors altogether. The members will retain practically no rights under the plan proposed. They will get merely what privileges are conceded to them by the stockholders.

What is the chief reason for this change? The change in the control is made incidental to incorporation. But it has not been shown that incorporation is necessary. Our Society under its present management has been strikingly successful. It is on a sound financial basis, and is committed to a very safe and conservative policy. Its permanent capital has reached the sum of $32,000, it does for the most part a cash business, has practically no debts, and is entitled to the best rating that Bradstreet or Dun give. The condition of affairs of the Society, being such ought net to cause anyone any uneasiness. The members of the Society are in no danger of being called-upon to pay the debts of the Society, even if they are liable, which is doubtful. So confident of the strength of the Society are the members of the Faculty who are on the Board that they are willing to take upon themselves all the responsibility in the proposed cor- poration. No officer of the Society has had to sign any leases, unless the Superintendent is considered an officer; and he declares that he does not feel the least uneasiness in doing so.

Even if incorporation were necessary, however, a plan could be devised containing the co-operative element, the Directors being chosen as at present, by the members. Such a plan was offered the Board by the undersigned, but was rejected.

The majority of the present Board of Directors, do not believe in election of Directors by the members. They say that the members do not take any interest in the affairs of the Society, and do not attend the annual meetings. This is only true to the following extent. When the Society is accomplishing its purposes, the members never interfere. But when the members cannot obtain what they desire at the store, and are not satisfied with the treatment they receive there, they can, under the present system, come to the meetings of the Society and make their influence felt. this phenomenon which exists in all Co-operative Societies is one of the greatest advantages of co-operation in business. A revolution, however, such as the advocates of the new plan appear to be apprehensive of, has never occurred and could not occur under our present system because few of the members of the Board of Directors are chosen in one year, and three of the Faculty are permanent members. It is to be hoped that the vote on the present plan will show that the members of the Society do take an interest in its affairs.

It has been contended that my position is in conflict with the vote of the Society at its last annual meeting; and it is on this ground that the majority of the Board have refused to allow a minority report to be printed and sent to each member of the Society as the majority report will. Even if this is true all the members of the Society as well as the few who attended the last annual meeting should examine thoroughly the proposed plan and see what it means before depositing a vote in favor of it. It means a Co-operative Society which has been a marked success is to be given up. Though the students at the University stay here but a little while and cannot take the assets of the Co-operative Society with them when they go, yet we ought to have regard for the interests of our successors, as sur predecessors had for ours, and not give up once and for all the control of this Society without better reasons than have been given in favor of doing so.  M. A. SULLIVAN, Member of the Board of Directors