tion before us is, Shall we leave the committee to consider the subject further within the legitimate limits in which we can act? Now we are making a motion which practically undertakes to bind hand and foot that special committee of this Conference. The committee is asking to be left to consider this matter further, which involves indirectly a national incorporation act; not that they intend to prepare one, but I am taking the declaration of the chairman of the committee as to what his purpose is.

Francis B. James, of Ohio: Let me ask you a question. Are we bound by the remarks made or by the language of this resolution?

Charles F. Libby: I think the remarks made construe this resolution.

Francis B. James: But there is no ambiguity in the resolution to be construed.

The President: It is simply a resolution of postponement; that is all.

Charles F. Libby: I protest against crippling the committee. I do not disagree with many of the sentiments expressed here as to what the scope of the powers of this Conference is, but in considering what is a wise uniform state law, in dealing with a subject that has a double aspect, federal as well as state, you may have to consider incidentally the federal side of the question. There are a great many subjects which are affected by state legislation, and we can take up the minor subject, or we can, I suppose, deal with some of the larger Mr. Logan is just as well aware as any other member of this Conference that he cannot report and recommend a national incorporation law, but he has to consider what the limitations of congressional action are in order to reach the limitation of state action, and it is a troublesome subject, and I say the committee ought to be left entirely free and with no fixed declaration on our part as to exactly what they should or should not do.

ones.

Francis B. James: I want to correct Mr. Libby. The Standing Committee on Uniform Incorporation Law, after discussing the subject, have a heading "Remedy," and under it they have this language: "The first thing to be done is to secure the passage by Congress of a national incorporation law." Then they go on and indorse Professor Wilgus's proposed legislation. Now this resolution says:

Resolved, further, That the consideration of the committee's report, so far as it relates to the passage of a national incorporation law, be laid over until the meeting of the Conference next year.

I am opposed to laying it over for the reason that at our next meeting we will then be taken to a discussion of whether we should or should not advocate the passage of a national incorporation law. I say we should kill it now.

W. O. Hart, of Louisiana: Would not the adoption of the committee's report, even now or next year, commit this Conference to a national incorporation law?

Francis B. James: Yes, sir; absolutely so. Mr. Libby has suggested that this Conference ought not to bind its committee hand and foot. I am in favor of binding every committee so that they will not go on year after year submitting reports to this Conference on subjects of national legislation with which we have nothing in the world to do.

Charles F. Libby, of Maine: I think the remarks of Mr. James show that it is somewhat a question of temperament

between us.

Francis B. James: Personal equation, if you please.

Charles F. Libby: Well, we will call it that. Now suppose this committee should say next year that it is not worth while considering what would be wise uniform state legislation on this subject until Congress has spoken. We know exactly the extent to which Congress is disposed to go in its undoubted powers in legislating on this subject. Now, should it not be left to the committee to say whether they arrive at that conclusion?

Francis B. James: Why not let the Conference say so now? Charles F. Libby: Because the committee have not so reported, and it is foolish to attempt to limit the committee.

Thomas J. Kernan, of Louisiana: It seems to me that the discussion of this subject has gotten into very narrow limits. We are dealing with a very large question, perhaps the largest presented in modern times, and we ought to deal with it in a large way. If the deliberations of this body can in any way contribute to the solution of the question I am in favor of this Conference taking it under consideration. Of course, technically speaking, we are are here for the purpose of recommending uniform laws for adoption by the legislatures of the different states. We are here also to promote in every legitimate way uniformity of legislation by the different states. It may well be, and I believe it is a fact, that Congress could pass an act that would have more effect in promoting uniform state legislation on this subject than any other agency, or, I might say, than all other agencies. I do not understand that the committee is asking for time to consider a particular national incorporation act which shall provide that no corporation shall engage in interstate commerce unless it is chartered by the federal government. It might be that this committee would recommend that Congress be memorialized by the various states which we represent to pass some act prescribing the qualifications of state corporations before they could engage in interstate comThat would certainly have the effect of making all corporations that desire to engage in interstate commerce square up with the congressional requirements, and, to that extent, promote uniform state legislation. I think that is the proper view to take of it. I think no possible harm could be done by permitting this committee to recommend at the next session of this conference such national legislative action as would have the effect of promoting uniform state legislation. upon this great subject.

merce.

The President: Agreeing as I do with what Mr. Libby and Mr. Kernan have said, I wish to withdraw my amendment, and

it seems to me proper that we should not only continue the committee, but continue the subject in their hands; and that is all this resolution proposes. It simply continues the subject in order that the committee may get further light upon it, and then with further knowledge make such further recommendations to us as they may deem proper.

W. O. Hart: The committee has made a final report and a recommendation, and the resolution now carries that recommendation over for our consideration next year. The committee practically discharges itself by its report, and asks us to take up a report next year and then adopt or reject the recommendation which the committee makes. It is not a recommittal of the report and a continuance of the committee; it is a final report by the committee, and, instead of discussing that recommendation today, we are asked to discuss it next year.

The President: As the committee itself asked that that course be taken I think we should follow their recommendation.

The Secretary: A question of a radical nature has been. presented as to what we are here for. I believe Mr. James is mistaken in his statement of the real object for which this Conference was formed. The object of the appointment of commissioners to this Conference was to secure uniformity of legislation among the states, but the reason behind that object. was to secure a remedy against the conflict of laws. Now the chief reason for the conflict of laws lies in the diversity of state legislation. If we find that we can secure uniformity where there are dual jurisdictions in matters of commerce where both the state and the federal government may enact legislation, and we can further the objects of preventing a conflict of laws upon those subjects we have a right, and I believe it is our duty, to use the most efficient means within our control to attain that end. It is true that our chief object is to take care of diversity in state legislation. I am not in favor of taking up matters of national legislation generally as matter of policy and wisdom. It is true we have enough to do

respecting matters of state legislation, but I think we should not limit ourselves, as Mr. James suggests, and say that we cannot go beyond state legislation. Our aim should be to secure wise laws operating uniformly throughout the United States. If that result can be most readily attained in some instances by national legislation, I see no harm in resorting to it. It may not be amiss for me, as the author of this movement for securing uniformity of legislation, to say that the chief motive for suggesting the necessarily cumbrous method of separate state action was that many of the evils arising from the conflict of laws could not be reached by Congress. The states had consequently to be appealed to where Congress could not act. I do not deem it at all antagonistic to the spirit of our Conference to seek to procure harmony and uniformity in our laws by means of national legislation, wherever that course is clearly permissible under the United States Constitution, and otherwise appears to us expedient and desirable. Before this Conference finally adjourns I intend to suggest that we make an appeal to Congress for money to help us in our work. I think Congress ought to give us some aid. It is rather a humiliating situation to have to accept money from a private organization, as we have done, to enable us to draft a law with regard to warehouse matters.

William E. Cushing, of Ohio: I should like to offer a substitute for the whole series of motions before us. Of course we know by experience that this question of the proper scope of this Conference comes up every year and is discussed, and any vote which might be taken today on this subject as to the scope of the powers of this Conference would not be binding upon any future Conference. Personally I should feel embarrassed at having this Conference adopt any vote which sounds like an approval of this particular report or any detail in it. I hope it will not be insisted upon, because I think the whole subject can be covered in another way, and I move as a substitute that the report of the committee be received and filed, and that the committee, which is one of the