HASLEMERE BUILDERS, LTD. 93 distant jobs); on the other hand, the profit-sharing scheme made many of his men “ extremely loyal.” At the end of 1900 Mr. Hutchinson “ abandoned Profit-sharing ” in order to introduce other arrangements. In the spring of 1902 the business was trans ferred to a Co-operative Society, which, on March 10, 1902, was registered under the Industrial and Provident Societies Act, 1893, as “ the Haslemere Builders, Limited,” about 30 of Mr. Hutchin son’s employees taking shares in the association. The rules of this Society provided that the Committee should issue to Mr. Hutchinson loan stock (up to £15,000) for the purpose of carrying out any objects of the Society, and in particular for acquiring the business of Mr. Hutchinson, such stock to carry interest at the rate of £5 per cent, per annum, except that it should not exceed in any year that received by the ordinary shares, and also, when the profits should permit, a share in the profits as hereinafter mentioned; it was not to confer a right to demand payment of the principal from the Society except on five years’ notice being given, unless by agreement with the Society. In case of liquidation, this loan stock was to rank pari passu with ordinary shares. It was to be transferable in amounts of not less than £10 to any person approved by the Committee. It was also provided that in the event of the loan stock held by the founder (Mr. Hutchinson) exceeding the total of the paid-up and the accumu lated shares (sums credited as shares to capitalise profits; see below), the founder should have the right during the first ten years to buy out the shareholders at a price to be agreed upon between himself and the Society, or to be fixed by arbitration. The Committee of Management was to consist of the founder, as president, the secretary, manager, and seven committee-men appointed partly by the holders of loan stock and partly by share holders, in proportion to the relative amounts of loan stock out standing and of the share capital paid-up or standing to the credit of the members as accumulated shares; provided that the com mittee-men elected by the shareholders should not, in any case, be less than two, and should be three whenever the paid-up and accumulated share capital held by the employees and ex-employees of the Society should exceed £1,000. Holders of loan stock were among themselves to have one vote for every complete £10 held by them, and no person was to be eligible for the Committee unless he held at least £10 share capital, whether as paid-up ordinary shares or accumulated shares, or the two together. Mr. Hutchinson was appointed president of the Society for life, with power to nominate his successor; and so long as the loan stock held by him or his successor should exceed the paid-up ordinary and the accumulated shares taken together, he was to have the right of veto on any resolution of the Committee or of the Society (but not so as to limit the provisions as to arbitration in case of disputes contained in the rules). The division of the profits (after providing for depreciation, interest on loans and reduction of preliminary expenses) was to be as follows: —The shares were in the first place to receive 5 per cent., and if the profits should not suffice to pay this rate on ordinary shares, the deficit was to be made