4.8. THE FINALE DAY ONE: THE EVENING SESSION

The fact of the matter was that the new constitution and by-laws did not spell out to the letter how the transition from the old A.I.A. to the new A.I.A. was to occur without running into legal snares with respect to the continuation of its corporate charter.  Although Littell’s retort to Hunt, that other A.I.A. conventions had adjourned many times before without any effect on its charter, was correct, the reality of the situation was that no one had thought out and agreed upon just how to start the new organization legally.  Although the new constitution had been formally adopted by the membership, exactly when did the old A.I.A. organization with its constitution and elected officials cease to exist, and how did the new A.I.A. organization with its constitution begin?  Root and the rest of the W.A.A. believed this had now occurred with the adjournment of the old A.I.A. and with Hunt’s election as the temporary chairman of the joint convention, according to Article XIV of the new bylaws.

This series of events, however, was counter to the old A.I.A.’s inner hope of keeping the  A.I.A. a continuous corporate body throughout the consolidation proceedings.  While Root and the rest of the members of the new organization enjoyed the afternoon adjournment for local sight-seeing and dinner assuming that all was well, Hunt and two of his A.I.A. associates took the opportunity to get a favorable legal opinion from a lawyer friend in Cincinnati, Jacob Cox, with the intention of overturning the last action by Root and getting the proceedings back in line with the old A.I.A.’s view of how the historical record should read.  Hunt, armed with the new information, wasted no time in turning the proceedings to the A.I.A.’s advantage as soon as the convention reconvened after dinner:

“Mr. Hunt:  After the meeting this morning I was not altogether clear in my own mind that we had taken the right action about forming this joint convention in these different resolutions that we passed.  One was that all members of the Western Association be admitted into the Institute of Architects.  That resolution was rescinded, and there was a joint convention called, of which I was appointed the temporary chairman.  I expressed myself at that time as having my doubts as to the legality of our proceedings, and I have since found that all our discussion and resolutions at that time was a great waste of time.  After the adjournment this morning I called upon one of the most eminent jurists in this country, the Hon. Jacob D. Cox, formerly Secretary of the Interior.  I went there with Mr. Stone and Mr. Scoville.  We had a conversation with him, of twenty minutes or so, and he told us that the view that I put before him was the correct one, and that we could only act in continuing the American Institute of Architects right along, with its officers and branches, until new officers were elected, otherwise we would violate our charter, and would be completely disorganized… It would seem that in spite of our various opinions on this subject, and each of us has one, I suppose, all our work has been done for nothing… Article V of this [Cox’s] opinion says, “It is my opinion, therefore, that if the prestige of age, etc., as well as the corporate rights, etc., of the American Institute are to be saved, it must be done by keeping its organization continuous.”

Mr. Randolph of Chicago:  It seems to me that the best thing to do is to adjourn the temporary meeting, then for you to call a meeting of the American Institute.  I move that we adjourn sine die.  The motion carried.

Mr. Hunt:  I will now call the Institute of American Architects to order and the first thing will be to rescind this resolution.”

Obviously stunned by this unexpected turn of events, many members were completely confused over the issue, wondering out loud if everything that had been done over the preceding year towards consolidation had been for naught:

“Mr. Helmers:  Under the opinion which you now hold in your hand, you understand that the work done by the association individually-this joint ballot that we have had by letter adopting this constitution-is that all wiped out and illegal?

Pres. Hunt:  No.

Mr. Illsley [W.A.A.]:  If one stands, why does not the other?

Pres. Hunt:  What we have done is perfectly legal and correct up to the present time.  One institution, the one into which we go, whatever it may be, has, according to the opinion, got to be continuous.  One body has got to be continuous, and the other merges into it.  As I understand the case the Institute and the Western association have, by ballot, agreed to meet in joint convention and merge into the association known as the American Institute of Architects.  The Association and the Institute are present, but not in joint convention.  In other words, they have carried out what their constitution and by-laws have required them to do, and the stand I take is this, that the fact of our being here in joint convention makes us the [new] Institute of Architects without any further ballot, and that the officers of the [old] American Institute are the officers of this meeting at present, and that it is not necessary for any body to make a motion.  All that is necessary for anybody is to make a move in the [old] Institute that the members of the Western Association be taken in.”

Hunt was now echoing the argument Patton had made in the morning session that nothing further needed to be done in forming the new organization, but he did clarify the issue of who was to lead the joint convention.  Because the old A.I.A.’s charter was to remain continuous and because the new constitution and by-laws had overlooked the issue of transition officers, the officers of the old A.I.A. would continue with their duties until the new organization elected new officers.  Nonetheless, Hunt once again attempted to circumvent the spirit and reality of Article XII of the new by-laws by suggesting that a motion be made by someone “in the Institute that the members of the W.A.A. be taken in.”  He was quickly corrected by Stone, who had accompanied him in the meeting with Cox:

“Mr. Stone:  I think the statement is entirely correct, but I would suggest that this be done; that if the lists be prepared which have been passed upon and when it is declared that the persons upon the lists made up are assembled as the American Institute of Architects, then we are all members of the Institute [hence nobody needed to be ‘taken in’], and we proceed immediately to our business and that is the thing that gives us our status.”

Hunt assented to Stone’s interpretation and finally abandoned his idea of ‘taking in’ the W.A.A. members to the old A.I.A., opening the door to the final resolution of the consolidation issue.  Clay then moved that the new constitution and by-laws be adopted to replace the old A.I.A.’s constitution and by-laws that was unanimously approved.  Patton, the secretary of the W.A.A., then presented the certified list of W.A.A. fellows who were entitled to become fellows in the new A.I.A.  Bloor, the secretary of the old A.I.A., repeated Patton’s action with the certified list of fellows and associates of the old A.I.A. that were entitled to become fellows in the new A.I.A.  Thus, the new American Institute of Architects was formally organized and its first convention somewhat awkwardly convened.  Continuing the fitful nature of the proceedings, the new A.I.A. then adjourned its convention, to allow the W.A.A. to conclude its business in accordance with Cox’s legal opinion:

“Pres. Carlin:  Gentlemen, this is a meeting of the Western Association of Architects.  (Laughter.)  Will some member of the Western Association make a motion that this association now adjourn sine die?

Mr. Illsley:  Mr. President, I beg leave to offer a motion that I think will cover the whole case more directly:

Resolved, That the secretary of the Western Association be instructed to insert in his minutes, at the end of the motion to adjourn in the morning’s proceedings, the words “sine die,” so that the minutes will stand that this association did then adjourn sine die.”

The issue of how to legally dispose of the W.A.A. charter was forwarded to the W.A.A. directors and also directed by Illsley that it be placed in the minutes of the morning session, prior to the newly-inserted motion to adjourn sine die, in an attempt to make the consolidation convention seem more orderly than it actually had been.  Upon the approval of both motions, the W.A.A. ended its five-year existence that Root took the opportunity to have the final word by delivering a characteristically witty eulogy:

“Mr. Root:  I would like to congratulate the Western Association, now defunct, upon the extreme deadness of the corpse twice killed. (Laughter.)”

(If you have any questions or suggestions, please feel free to eMail me at: thearchitectureprofessor@gmail.com)

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