The daily union. [volume] (Washington [D.C.]) 1845-1857, 1851-01-28

heriting any property o. assets 70 pay sue nc.
is wrong flag ranly wrong and We ough mol 70 make
legislative PROVISIONS 10 operate contrary TO The pIn
cples OF the law and contrary TO our Iursprn
dsnce II does so Operate. according this principle
The Individual becomes entitled to this property by in
heritance He is the owner and whenever he is the
owner he becomes liable for the debts OF that COM
NJ MASON hope the debate will not be prolracled
| am against The principle contained in the DILL but The
principle OF this character should be incorporated in bills
Of this kind | hope the Senate will take action
the smendmsnt without further debate.
Mr CHASE Is any amendment peAding TO the amend
menti
The PRESIDENT The amendment now pending is
offered by the senator from Wisconsin.
Mr. CHASE. will then offer amendment TO that
amendment, to pTecede il, as follows:
And every director OF said corporation shall be indyid
uay liable for all The oeb sonuac ed while he may DC N
office, to be recovered by any appropriate action either
joint several"
The principle of individual liability is objected on
the score hardship regard stockholders who have
means OF controlling the action oil the corporation
and il is proper, perhaps, that that principle should be
limited in regard those stock holders manner pro-
posed by the from Wisconsin; but objection
certainly arises the principle applied 10 directors OF
the company. They present when the debts are con-
1aced. and they know the extent OF the means Of the
company They guard against liabilities ii they
choose TO guard themselves; and proper seems TO
me. that the community shall be secured in individual
liability against Encouragement either through the mad
verence OF the managers or throsgh their design.
therefore this amendment to the amendment and
with H. seems 10 me. the provision upon the suhjac,
will BE- such the Senate win be disposed to sanction
Mr. MASON The directors OF this company are ne
cessary stockholders. But can reason why the
directors should be placed under the obligations in
relation TO the debt OF the company the stockholders
The directors the agents OF The soc khoders carry
out the will OF the stockholders instructed under the
bylaws Of the company They act as agents only and
certainly is departure from any principle OF the law
that OF, TO make agent Individually LIABLE
when he iransactng the duty OF his principal, un
less he commits fraud in collision with the parties
This is departure from the general principles OF the law
andI fFust pitl Mt he rpada
MIR. CHASE. hope il will prevail. The Senate upon
former occasion manifested its disposition the
That extension s objected to, upon the ground that is
hard upon stockholders that they should be made
Individually liable for debts over the con,rac
objection does moi! extend to the directors The
gentleman from Virginia seems think that the
stockholders and the directors should be placed upon the
same footing Clearly not, as The stock
holder has not the direct management OF the corporation
lie intrusts that management 10 The directors they have
The entire control OF all its business and the community
looks 10 them be protected by restricting the amount of
debts contracted 10 the capital of the association They
have right 10 look 10 them for this protection. And if
the directors are so crcum that they cannot or
will protect themselves is rgh thu the community
who TO them. should have remedy against
them for the debts that they provdenty frauduleny
contract. care if the debt which is contracted be
yond the amount Of the capital be the result OF mpTov
dence or fraud Against either nprovidence fraud
directors, il they choose guardthey ought guard
and the community ought to be protected against them,
whether they acted iraudulently improvidenily In
order test the sense OF the Senate on this que son
will call for the yeas and nays.
The yeas and nays were accordingly ordered.
MIR HALE Let the amendment be read.
The amendment then read
Mr.. EWING. shall vote against The amendment of
my colleague In the first place. think entirely un
just and in the next place. exceedingly mpoi,ic The
effect OF i would be this: pass that amendment and
responsible and prudent would consent be drec
tor OF any company having charter like that For is
very well known that director always con-
troll every &C, Of the company and his associates and
ant mn far
directing concern like that. to the Of himself and
three four individuals who TO act with HIM, and
who would make a majority without him. You will
throw the direction OF companies with charters like
into the hands OF irresponsible and improvdent men
: Mr. DAVIS, OF mississippi i Is TO be remembered
that the directors be elected by the stockholders
The stockholders will confde in any who ia not
responsible person Each director will know at least
the operation OF the institution, and il will be in his
power TO retire from the position whenever the stock
holders shall be against HIM do not therefore, any
danger in the amendment
Mr.. EWING II takes two to make bargain The
stockholders elects but the individual elected not bound
70 serve and be will not serve II he is man OF anything
like prudence.
The question being taken upon the amendment 10 the
amendment offered BY the from Wisconsin. mir
WALKER,l by yeas and nays, decided in the mega
tive-yeas %, nays 27-as follows:
Bright Cas-. Chase Clemens DAVE o. Mississippi. Dick
.on Dodge Of Wisconsin,. Dodge Of Iowa Felch. Gwin,
Walker, and Whiieomb-zs
NAYs-Mess,s. Badger, Baldwin. Bell, Bsnsn Clarke.
Ewing, Greene. Hale, King, Manvum Mason, Mlef Nor
ton, Psarce Phelps Pratt, Seward, Spruance
Upham, Wales, and Wmthiop-N.
The question being taken upon the amendment pro-
posed BY Nr. WALKER, il was agreed to
The bill then reported to the Senate rs amended
the ndment concurred in and the bill ordered 10 be
esgrossed for third reading.
INSPECTORS STEAMBOATS,.
Nj. GWIN moved that the prior special orders be post
pensd. for the purpose OF taking up the California land
Mr.. SEWARD called for the reading of the special
ordars ~ they stood upon the calendar
Thsy having been read.
Nj. BORLAND. | make appeal to the senator from
California, and 10 the Senate to give precedence
ton thai will make 10 take up bill II is that will
not give rise 10 any discusslon II il does pledge my
cell to move that be laid over. 1.a
The PRESIDENT. The special orders must be taken
Mr. BORLAND. will then move, with the permis.
sion OF the senator from California TO postpone oil prior
special ordsrs for the purpose OF taking no Senate bill
No. 60 It's ITO on the calendar.
Mr. 0WIN Withdrew his motion 10 postpone
NJ. HALE. What is the bill
Mr. BRLAND. Ii is simply to confer upon the Judge
OF tha district OF Arkansas the power appoint in
speco for steamboats, district judges have the
collection disc,s of the United States It il simply 10
place the people OF my State upon the oo,ng-to
give them The same protection against the OF steam
boats not ft for service the other States OF the Union
now have.
The que sion being taken upon the motion 10 postpone
waa agreed to; and the Senate then proceeded to the
consideration OF Senate bill No co. in committee Of
Mr. ROpT ANN IT,. u.:-:-.I al. -. Ian