The Committee realizes that this estimate is at best only a rough approximation. No one can tell in advance how many of those entitled to retirement would accept it. The actual working of this system could only be known by trial.

The spirit in which these pensions for honorable service are received will depend in large measure on the tact and courtesy with which the matter is conducted. With a sympathetic relation between the professor and his institution and between that institution and the Carnegie Foundation, the conferring of such a pension may be made in such manner as to honor and dignify the service of meritorious men, while at the same time freshening the college life. One of the great advantages of the Foundation will be the sense of security it will give, not only to the limited number who may avail themselves of its benefits, but to the vastly larger number who will not do so but who know that they might. It may be found on trial that a more generous scale of pensions than that suggested can be used, either by extending the limit of age or of service, or by increasing the amount of the individual pension.

While it is true that this estimate may be somewhat curtailed by imposing an educational standard, it is also evident that a considerable number of institutions which are now technically sectarian will in a short time remove these conditions. It may therefore be safely assumed that while the income of the Foundation is sufficient to carry out the original plan of the Founder it is not sufficient to extend the system of pensions, at least at first, beyond the scope which he indicated in his letter of gift. It would seem therefore clearly the true policy of the Trustees at the inauguration of the Foundation to work within these limits, giving a generous interpretation to the terms "sectarian" and state control. The Committee has thought it desirable to confine this report to the general questions rather than to bring up the numerous matters of detail which can be better dealt with after the organization of the Corporation. The mass of material at the disposal of the Corporation is most valuable and probably contains the most detailed and conscientious information concerning all classes of educational institutions which has ever been brought together.

"

In any examination of this data it is evident that the college with the small faculty will be the great gainer, not alone from the fact that the greater absolute number of men in their faculties will be affected but also because the number of men of advanced age have a larger proportion to the total number in small colleges. For example, an institution with thirteen professors among whom four are eligible for retirement has a larger interest in the establishment of a pension system than a large university with one hundred and fifty in its faculty and twenty of these available for retirement.

The Committee has been impressed with the fact that the members of this Foundation are called upon to meet a series of questions which have to do with important educational tendencies and influences in this country. The establishment and maintenance of such a fund will be a very simple matter if no effort is made to deal with the question of educational standards and if every institution which chooses to call itself a university, a college or a technical school is admitted to a share in its benefits. If, however, this Foundation is to be something more than a distributing agency, these important educational questions must be met and their solution attempted by the officers and the members of this Corporation; and the question which will be at once the most

interesting and important is educational rather than financial. It has
to do with the educational standards which the Foundation may choose
to adopt. An inspection of the list of institutions which have been
put down tentatively as eligible shows the widest variations. Many
of these are in larger measure preparatory schools than colleges, and
the most important question with which the Board has to deal, if it
is to do its business with institutions rather than deal directly with 7
individuals, is that of determining what educational standard shall be
set up: in other words, what is a college" in the sense in which this -

Board will construe it?

In addition to this question there will also confront the officers and members of the Corporation many interesting questions concerning the degree and character of State support which may be accepted by an institution without rendering it ineligible in consequence to the benefits of this trust. The question of how to deal fairly and justly with the criteria for determining sectarian control raises a series of far-reaching questions of educational and moral significance. To deal with these in a fair, just and sympathetic spirit will be no simple task. The Committee realizes that at this moment the fundamental question which will need to be settled is the form of administration. It has, therefore, at the request of the Founder and in accordance with legal advice, framed provisional by-laws for the government of the Foundation, to be submitted to this body for consideration, and as the first necessary step we move that these by-laws be referred to a committee of seven members, consisting of the Chairman and six others to be appointed by him, for examination and report to the whole body of members.

After a discussion of this report and of possible methods of administration, the Trustees adopted by-laws for their government, and elected officers under them as follows:

The Trustees further elected an Executive Committee, consisting of the President, ex-officio, and the following six members:

Nicholas Murray Butler
Robert A. Franks

Charles C. Harrison

Alexander C. Humphreys
Frank A. Vanderlip
Woodrow Wilson

To the officers of administration and to the Executive Committee there was committed the preliminary work of determining what the first steps in the conduct of the Foundation should be, together with the preparation of definite rules for the recognition of institutions and individuals as eligible to its benefits. It was felt, also, that the form of organization under which the Trustees were working, that of a business corporation, might not lend itself readily to the purposes of the Foundation, and in view of this the following resolution was offered and adopted:

"Resolved, that the Executive Committee shall have power, if in their judgment such action be expedient, to present either to the Congress of the United States or to the Legislature of the State of New York, a bill to incorporate The Carnegie Foundation, as a substitute for the existing corporation, and to urge its enactment into law."

With the adjournment of this meeting the work of actual administration of the great gift of Mr. Carnegie began. The administrative officers secured at an early date and under the authority of the Executive Committee, convenient and suitable quarters in the building at 542 Fifth Avenue, at the corner of Forty-fifth Street. Here offices were promptly fitted up, which sufficed for the immediate needs of the Foundation, and in which its work has since been conducted.

The work was for some months necessarily directed along two lines: (1) Legal reorganization;

(2) The framing of suitable rules for the administration of the Foundation from the standpoint of its significance to education and to the teacher.

The work of reorganization was that upon which the administrative officers first entered. The decision was reached that the existing Articles of Incorporation might prove seriously defective for the desired purpose, and must certainly impose limitations upon the work of the Foundation. Regarding this the Foundation had the benefit of eminent counsel, including the Secretary of State, the Honorable Elihu Root. At his suggestion the legal problems involved were submitted to Mr. John L. Cadwalader, and an act framed by him was prepared. This act embodies clearly and carefully the wishes of the Founder and the conditions which he imposed in his gift, with the exception of the provision originally laid down by him relative to the election and term of service of Trustees, which was changed with his advice and consent so as to provide a self-perpetuating and permanent Board of Trustees.

After this form of incorporation had been agreed upon it was still a question of considerable moment whether application for a special charter should be made to the Congress of the United States or to the Legislature of the State of New York; but, after consultation with various eminent men, it was felt that a measure of such wide scope and an agency having to do with institutions in the United States, Canada and Newfoundland should properly be incorporated under the national government. Accordingly, early in February, 1906, the Act of Incorporation which had been prepared by Mr. Cadwalader, having been approved by the Executive Committee and by Mr. Carnegie, was presented to Congress. In the presentation of this matter to that body the administrative officers of the Foundation are especially indebted to Speaker Cannon, the Honorable J. T. McCleary and the Honorable Samuel McCall, and to Senators W. P. Dillingham and Francis G. Newlands for friendly service

in presenting the bill to the House and to the Senate, and in urging its passage. The Act of Incorporation was passed by both houses, and approved by the President on March 10, 1906, and provides a charter of great value to the Trustees, clothing them with large powers, giving them a wide latitude in the administration of the trust, and affording them at the same time unusual freedom in the holding and the disposition of securities and of real and personal property. This Act of Incorporation forms the charter under which the Foundation is now conducted, and is reprinted in Appendix B. The name of the institution has there been changed from "The Carnegie Foundation" to "The Carnegie Foundation for the Advancement of Teaching." The latter name was adopted by the Trustees after much discussion, and after long seeking for a name which might express the purpose of the Foundation, which has from the beginning been intended by its Founder for the upbuilding and the strengthening of the calling of the teacher. It was felt that this name, in some measure at least, indicates this purpose.

After the granting of this Act of Incorporation by the Congress of the United States it was still necessary to obtain from the Legislature of the State of New York an Act conferring upon the Trustees of the Carnegie Foundation (as originally incorporated) the right to surrender their charter from the State of New York, and to accept that provided by the general government. In order to secure this authority an Act was introduced into the State Legislature conferring this right. This Act became a law April 5, 1906, and enabled the Trustees of "The Carnegie Foundation" to convey its property to "The Carnegie Foundation for the Advancement of Teaching." This Act is reprinted in Appendix C.

The executive officers of the Foundation are especially indebted to the Honorable J. Mayhew Wainwright, Member of the Assembly, and to the Honorable Edgar T. Brackett, of the Senate of the State of New York, for the work entailed in bringing this Act to the attention of the members of the Legislature.

While these questions of legal reorganization and the procurement of the necessary legislation therefor occupied most of the time and work of the administrative officers and of the Executive Committee, during the early part of the year 1906, there was being made at the same time a most careful study of the rules which might fairly and justly be adopted for the awarding of retiring allowances. The Executive Committee completed its study of this matter by the adoption of a report, which was submitted to the Trustees of the Foundation in printed form on March 10, 1906. This was accompanied by a copy of the Act of Incorporation granted by Congress, a copy of the Act obtained from the New York Legislature permitting the transfer of the property of "The Carnegic Foundation" to "The Carnegie Foundation for the Advancement of Teaching," together with a complete set of rules for the administration of the Foundation, all of which were recommended by the Executive ComImittee to the Board of Trustees.

For the consideration of these recommendations of the Executive Committee the Trustees were convened for their second meeting on April 9, 1906. This meeting, as had been the work of the Executive Committee which had preceded it, was devoted to two distinct ends:

(1) The adoption and inauguration of the legal machinery necessary for reorganization and for the management of the Foundation.

(2) A consideration of the report of the Executive Committee and its recommendations concerning the administration of the fund, and the conferring of retiring allowances.

Upon the recommendation of the Committee and of counsel present the trustees unanimously accepted and legally adopted the Act of Incorporation provided by the Congress of the United States. In accordance with the Act of the Legislature of the State of New York the Trustees unanimously voted to transfer all bonds and moneys then standing to the credit of "The Carnegie Foundation" to the new corporation, "The Carnegie Foundation for the Advancement of Teaching," and the officers of administration were duly and properly authorized to make this transfer. The Trustees then organized anew under its new charter, and adopted the by-laws which are printed as Appendix D.

In accordance with the provisions of these by-laws there were elected the following officers:

With this action of the Trustees the reorganization of the Foundation was accomplished, and the Trustees found themselves incorporated under a charter whose scope is so broad and powers so generous that there can be no legal obstacle to the successful execution of its purpose.

This meeting for reorganization was saddened by the announcement of the death of the Vice-Chairman of the Board, Dr. William Rainey Harper, President of the University of Chicago. To the place thus made vacant there was elected by ballot President William F. Slocum, of Colorado College.

The Executive Committee and the Trustees felt much indebted in the whole matter of legal reorganization to the wise advice of their counsel, the Honorable John L. Cadwalader. In recognition of the fact that Mr. Cadwalader had not only performed these important services with the greatest care and success, but that he had further done this without charge to the Foundation,