fession. A practitioner cannot screen himself from the specific acts or laches of his employees; the responsibilities are his and those of his firm.

3. Information acquired in the course of service is privileged and inviolable. Abuse thereof to the detriment of

a former client renders a member subject to the severest discipline.

4. Efforts that tend to invite or encourage legal contest, or foster further employment by neglect, manipulation or unfinished service, should be severely dealt with; it is, in fact, barratry.

5. To recommend or advise clients to a measure or course of procedure that may even indirectly give the practitioner a personal advantage must be considered as flagrant professional infidelity and misconduct. It is "maintenance," and is punishable as such at common law.

INTER-PROFESSIONAL.

1. Depreciation of opponents in contested matters is unprofessional and ethically wrong.

2. Acceptance of an appointment from which a colleague has withdrawn from conscientious motives, without previously making direct inquiry of such colleague as to the conditions, is professional discourtesy.

3. Canvassing the clients of a colleague for business is unprofessional.

4. To recognize or affiliate with a society that in its charter title assumes the words "Certified Public Accountant," without warrant of law as to its membership, is wrong, and gives countenance to an implied fraud.

PUBLICITY.

1. No professional accountant should advertise or display his talents as a merchant does his wares.

2. Professional cards should show in plain inconspicuous type the name, occupation, and office address. No strained effect is consistent or dignified.

3. The same form of card may be used in publications of a recognized standard, such as technical magazines, law periodicals, etc.

4. It is not good professional form to solicit business through

trade journals, flashy publications, programs, or the daily press, especially under a pseudonym or publisher's index mark.

5. The use of the public press in discussions or essays on matters of technical or general interest is legitimate. 6. The use of initials or other insignia as an affix to a practitioner's name in his business advertisements other than such as is recognized by statutory enactment in the United States or is authoritatively recognized in other countries is unprofessional.

CORPORATIONS.

1. No member should conceal his personality under a corporate name, either actual or fictitious.

2. The skill and knowledge of the profession is individual, and cannot be transferred to a corporation, the accruing goodwill is otherwise lost.

3. Success in any professional career is a matter of personality.

4. A corporation "per se" cannot make an audit which in the full intent of the service is a judicial function. 5. A corporation is without honor, which is the keystone of the profession.

6. Directors cannot direct in a profession of which they are not members. It is a prostitution of the financial standing of the directors and stockholders, leading to unfair competition and prejudiced decisions.

7. The ultimate profit to the lay stockholder or director, whether expressed tangibly or otherwise, is an illegitimate gain or advantage which the profession cannot countenance.

8. In the case of legal liability as the result of negligence or criminal perversion of logical facts the ultimate responsibility rests with the practitioner, notwithstanding the financial support and control of outsiders.

9. Assurance of secrecy in affairs of clients of such corporations cannot be taken seriously.

10. The profession needs no control or regulation from the laity; it is not an industry.

With these rules and precepts for the guidance of the professing accountant set out upon a plan which the commercial

public can grasp, and has in every way the right to acquire, it becomes desirable, at this point, to say what are the practical and higher aims of this calling of ours.

Setting aside the ordinary duties, or features, of our daily routine, such as the auditing of accounts, preparation of financial statements, investigation of suspected frauds with the provision of counter checks, the institution of economies in office routine, the inauguration of cost processes, and so forth, it is still necessary for the ambitious practitioner to fully realize that he is, and always will be, a student as to matters that are classed as of the "law merchant," with the innumerable phases of business life covered by this term; also, he should have at his command the wherewith to support himself with commercial precedents by judicial process.

It is far from a comprehensive view of the goal to be attained to say that we are, as a class, possessed of "special knowledge, beyond mere skill," in computations of commercial figures, or can trail the devious ways of the defaulter, exemplify the modus operandi of peculation, solve an arithmetical conundrum or demonstrate our ability as expert scriveners.

Occasions arise that call for special service in affairs that are so closely identified with, and contingent upon, the recorded conditions of a business that it is necessary to employ a specialist whose work is both of a synthetical and analytical character, always with the main purpose of the particular proposition before him, and with a trained mind for the arrangement of detail in thorough harmony with the purpose and the facts, whether of a financial nature or for the preparation of exhibits and testimony for the use of attorneys-at-law.

In his relations to capitalists contemplating the purchase or consolidation of established industries the accountant's examination should precede the drafting of any prospectus of a proposed enterprise, and his certificate of conditions briefly expressed should be embodied therein. His duties in this connection are as to stated present conditions, and facts as to past operations for a period of time. They are distinct and should at all times be kept separate from those of engineers and appraisers, in order that those interested may obtain a full corroboration of conditions and prospects.

It not infrequently occurs that the accountant engaged upon

such examinations finds that, during the period under consideration, abnormal conditions have affected the revenues, or that the habitual routine of the plant has tended to excessive conservatism in the book valuation of the tangible or plant assets, which it is his duty to provide for in the preparation of his findings.

It is not to be denied that a large number of the industrial consolidations so far effected have an element of fiction in their make-up; a fact attributable to the spirit of hazard or venture in times of prosperity among our financial and commercial classes; this cannot be regarded as a permanently sustained condition, as is evidenced by the frequent instances of such deals that have failed of consummation at the crucial moment, that is, when the time for determining the relative or proportionate values of the respective properties is reached, aside from such sum of the ultimate capitalization as may be allotted for promotion and underwriting charges.

The special examination and report by an accountant in such propositions, supplemented when necessary by the physical appraiser, is the only safe basis for consolidating commercial plants.

The accountant is, first a synthesist, whose comprehensive estimate of an enterprise has material weight in determining the investment, and who then takes the property into consideration for the purpose of arranging the modus operandi of the routine best adapted from an utilitarian and economical standpoint to effect the ultimate purposes of the investment; and, secondly, is an analyst to take charge of the interest of clients. in case of misapplication of the means, perversion of the proceeds, adjustment of assets in case of loss, justifying the book conditions in case of sale, or in maintaining the equities between partners, and so forth.

He may, as the result of his analyses, upset the stated condition of the auditor or bookkeeper; his exceptions to the value of assets might, for the first time, give the proprietors of a going business a modified opinion as to their worth, inventories may need revision, obsolete implements or out-of-date merchandise may have been bolstered up for the sake of maintaining the credit of a department manager; favored debtors may have been nursed at their face value without proper reserve to meet the loss; the practice of competitors may have made book assets.

worthless; the absence of modern methods of operation may have placed the plant at such a disadvantage that the sheriff would be the residuary legatee of the business unless a reformation be effected.

In some conditions the assets are staple and their values beyond peradventure, in others, prices are mercurial, and as a consequence of this managers are prone to claim the most favorable tariff to meet their standpoint, whatever it be; then there is the peculiar class known as expiring, wasting or consuming assets, such as lease-holds, stumpage, patents, mines, etc., and, in some concerns, largely of a professional character, such as the practice of law, or in royalties, the current assets are to an extent memoranda only, until realized upon. Investment assets, such as subordinate, or by-product companies, branches, stocks or working contracts, may conceal much when stated in the abstract only, and weaken the life of any prosperous concern, and their intrinsic value be undiscovered for years under ordinary conditions.

And when the "liability" side is considered, the force of habit is shown in the disregard of the accrued floating liabilities of a heavy and disagreeable character; such as interest on debts, assessments, taxes, unpaid wages, and burdensome contracts, which if duly considered up to the date of accounting would have materially changed the first impression of trading results.

Then an accountant's wide experience in treating reserve accounts to cover extraordinary wear and tear of machinery, equipment, rolling and live stock (a subject upon which there is such a diversity of opinion), also in meeting the contingency of bad or doubtful accounts receivable, is of much importance. Unless due provision under competent advice is regularly made, the business man is simply deceiving himself with a fanciful array of figures that encourages him to withdraw profits which are in fact either capital or what may be termed planted income."

In showing the returns and stated conditions for investment he must go deep enough into the results to be able to discriminate between results had under normal conditions and such as may have been caused by evanescent circumstances, such as "booms," so called, expositions, temporary control of an extra market, exceptional contracts, and so forth.