ident who fills all the functions of that office, as shown by the history of the association, and I believe this is a good time to depart from the procedure which has been followed in the past, by giving reward for services; and we can shorten this whole matter up by re-electing the entire list of officers. There is nobody qualified to put this motion. I am on my feet. I will ask all those in favor of that motion to signify the same by saying aye. Contrary no. The ayes have it and the motion is unanimously carried:

President Knauf: Gentlemen, I am sure that so far as I am personally concerned, that the one honor I have craved, and have craved for more than eight years, came to me a year ago now at Mandan. I had only thought to fairly and honestly strive to earn that honor. But I assure you that this recognition here is appreciated far beyond my power to tell, and I can only say, gentlemen, that I thank you for the recognition, and I am sure that I can speak the same for the secretary and treasurer and other officers.

The President: The next in order of business this afternoon will not be business, but will be an address delivered to you by one of the great lawyers of our Alma Mater, the Grand Old University of Michigan, and I am pleased and more than happy to at this time introduce to you one of our great professors, who has assured me that my idea of the practice of the law of corporations might have been changed had he delivered the lectures on corporations at Ann Arbor when it was my privilege to attend them. I want to introduce to you this afternoon, Professor H. L. Wilgus of Ann Arbor.

Prof. Wilgus: Mr. Chairman, and Gentlemen of the North Dakota Bar Association:

noon.

It gives me great pleasure to be with you this afterI am greatly pleased to see what a large attendance you get when you have to travel so far in this great state, and the interest that you take in the subjects that come from the lawyers.

I was given permission to choose a subject, and it gave me considerable concern as to what subject I should select in which you, perhaps, might have some interest. I am like Judge Vance, I am not proposing any measure of reform particularly, but for the last two or three years I have been studying with some care the development of a business institution in Massachusetts that has been used for the purposes for which corporations had been used almost universally for the last hundred years. I thought

possibly some of you might not be familiar with what has been done in that direction, and while I cannot say anything much that you are not familiar with in reference to the law of corporations, nor in reference to the law of trusts, yet, possibly by taking them together and comparing in some detail, such as our time will permit, the advantages and qualities of the private corporation as compared with the express trust for business purposes, may I trust be of some interest to you this afternoon; and that is the subject that I propose to talk about for a little while.

Corporations and Express Trusts as Business Organizations---Advantages Claimed

(Prof. H. L. Wilgus of the University of Michigan).

President Butler of Columbia University is reported to have said in an address before the New York Chamber of Commerce in 1911, that "the limited liability corporation is the greatest single discovery of modern times, whether you judge it by its social, by its ethical, by its industrial, or, in the long run-after we understand it and know how to use it, by its political effects." 1

In 1912, in a paper submitted to the Tax Commissioner of Massachusetts, Alfred D. Chandler, of the Boston Bar, said "Express Trusts, whether created under wills, deeds of settlement, assignments for the benefit of creditors, receiverships, or by the special declarations of trust, to manage property or carry on business, are neither corporations nor joint stock companies, nor partnerships, but they employ a distinct and the highest known method of administration." 2

The latest Statistical Abstract shows that in 1913, there were in the United States 305.336 corporations, with over $96,000,000,000, of stock and bonds, with an income of over $3,800,000,000, and paying a tax to the Federal government of over $35,000,000. The stock and bonds together represent nearly or quite two-thirds of the wealth of the whole country. In 4 years, 1909-1913, the number of corporations increased over 40,000, and the stock and bonds over $12,000,000,000. 3

In conservative Massachusetts in the five years, 19071911, about 6.500 corporations were created; and during the same period over 4,000 were dissolved by the legislature. In 1911, it was reported that 4,000 California corporations would be dissolved for failure to pay a license tax, and 4,000 more in Missouri for failure to file the annual anti-trust statement. This shows an extraordinary mortality among corporations in these states.

In 1912, Express Real Estate Trusts in Boston alone. owned $250,000,000 of property and there had been no