The daily exchange. [volume] (Baltimore, Md.) 1858-1861, 1859-06-17

anu management OF the enterprise should be con
tded, until the completion of the road, to the par
ties named in the ordinance. and that during it
continuance in the hands of the Company, or unit
the city should purchase the interests of the Com
pany, under the direction and management of citi
Zens of Baltimore exclusively"
t VI this bond | have received no copy-and an
unable to express my opinion to its legal bearin!
upon the rights of the parties. A question hat
arisen, was informed to its validity, on accoun
OF some intormality in the date.
was also informed, by the original grantees, tha
PARTICLES of association had been agreed unon anC
formed part of the arrangement, but that up tc
the date of my interview this paper had not beer
executed by the Philadelphia association That M
copy had been kept of these articles, although il
was thought that Court of Chancery would en-
force their execution.
1t will be seen, therefore, that a serious m;sun
derstanding has sprung up between the Original
grantees and certain parties, residents of Phadel
phla, who claim to have become purchasers nfor q
good and valuable consideration" of all the powers
conferred by the City Council under the ordinance
While on the one hand the original grantees assured
me OF their intention to carry out in good faith all
the provisions of their contract with the CITY,
tnose 10 whom their rights had been assigned de,
MED the authority of these parties and announced
their determination not to open books in accor-
dance with the requirements of the 7th section Of
that act. "
The general provisions of the ordinance. accord.
ing to my construction Cf their true and only in
tent were believed to be most advantageous to the
| city-placing her in favored position compared
with other cities where street railways had been in
| troduced. ~ "
My understanding of this ordinance had been,
tnat the legislative sanction would be required to
Whatever was done, looking to an act of incorpora-
uoh hereafter, and that the grantees embarking in
tne enterprise would do so with full view of the
paramount power of the Legislature. At the same
ume had not the slightest doubt that the Legisa-
| ture would have sanctioned what the CITY had done
provided the ordinance had been carried out in ali
! its provisions.
| My duty, as the executive head of this cjty re.
4uires that should to the faithful execution OF
tne laws; ana deem it proper to apprise you of
my construction of this ordinance
| Inc ordinance, as it now stands rests upon the
JWHre action of the Legislature 1t was never sum-
| posed by me that the Legislature had no power in
the premises; nor did entertain the idea that the
measures proposed and authorized by the Council,
so TAR as the City had the power, would be left
without reference to that BODY The grantees ac-
cepted the ordinance, it must be presumed, with a
1uII understanding of its risks and responsibilities
Inc nam and leading feature of the ordinance,
ana the one upon the faith of which, so far as the
| protection of our people was concerned was in
ouced TO give 1t my sanction, was that providinp
ior the opening of books within ninety days after
lne approval by the Mayor. The grantees were
required to commence operations within sixty davs
but as more time might be needed in making ar
rangements for the whole work, and ascertainine
the probable cost of the same, and the amount Of
captai proper TO be assumed, the limit for opening
the books was extended to ninetu days The 7th
section OF the ordinance is in the following words
viz "O'NS'
Sec T. And be it enacted and ordained That the said
association snail after the passage of this ordinance
cause Dook to be opened in this city the purpose
TecVng subscriptions to the capital stock of said CITY
railways, and the subscriptions to the same from such
persons as may wish in their right to become stock
holders theren and said books shall be opened for the
purpose purpose w5nn ninety days from the passage of the
dhance and its approval by the Mayor and shall be kept
open Tor ve days; and the said association shall I
nouce OF the time and place of opening books in all
tne daly newspapers OF this city, ten days previous
thereto and in the event of being subscribed
a sG han a Company are authorized to ISSUE the
snail be divided pro rata to each subscriber"
| The leading features incorporated in the section
above referred to, are not without precedent In
| 1904, an association formed bv the president
and directors of the Union Bank of MARYLAND,
ana capital stock, amounting to $4,000, 000 sub
| scrloed for under the articles of association The
| president and directors were chosen without
authority from the Legislature. In the subsequent
! application to the Legislature it was stated that
voluntary association had been formed to carry
on banking, &C., and act of incorporation
| prayed for.
In responding to this application it may be pro-
| per to remark that the president and directors
chosen under the articles of association wera con
tinued in office. In the same year the Union Insu
| rance Company formed voluntary association in
! like manner, before application was made to the
Legislature, and the whole capital of the company
| subscribed for in advance.
At more recent date the Baltimore Water
Company was organized, and am informed oh.
taed SUBSCRIPTIONS to its capital stock in advance
OF any authority from the Legislature, which was
| subsequently applied for and granted to them In
all these instances, and others that might be refer
red to, the parties did substantially without hind
rance or violation of law, what the city is now
| claiming.
BY this 7th section it will be perceived that anv
citizen of Baltimore might at the proper time have
| become subscriber to the company authorized to
| be formed; and that when the capital was made up
every individual subscriber would have had ri ght
| to participate in the organization of the comnanv
| proposed to be chartered by the Legislature The
terms of this provision believed to be sufficient
| ly explicit. They contemplate the formation of a
| preliminary company, into whose hands the whole
management of the work would of necessity fall
| When it was rumored that transfer of all their
! rights had been made by the grantees, to persons
elsewhere it occurred to me that the 7tb section of
tne ordinance would replace the power in the hands
OF our own citizens, should they be disposed to ex-
| erclSe 1t. Nothing could have been more explicit
! 1t was provided that ten DAYS notice should be
given in all the daily papers of this city, to afford
information to the largest number, as to the time
and place Tor opening books and further that these
books should be kept open fre days, so as to allow
an opportunity to every one so disposed to come in
and subscribe to the capital stock
1t was the purpose of the Council, so far as
was informed, to vest the right to build these
roads, as well as their subsequent control and
management, in the hands of the people of Balfi-
more. Whether the capital obtained at home
or abroad, was matter of little consequence The
requirements of the ordinance could not be COM
pied with In part only, without violation of the
whole contract. A refusal to open books is yirtu
ally to create a monopoly for the benefit of few
individuals, which surely your Honorable Body
never intended. If it be true that the opepinp Of
books under this ordinance is illegal, without
Legislative sanction, charged by the Philadel-
phia assignees, then it may be equally true that
no grant to lay down railway tracks in our streets
can be sustained, without resort to the same
authority. The grant, as it now stands depends
TOR ats Uitdthy upon the good ,cU of our citizens
@nd the future sanction Of the Legislature. 1t would
| hn nr1nr nnI1
e1 ee unreasonable TO suppose that an association
from abroad could come here, and legally buy up
and appropriate to themselves a grant to occupy
our streets in the face of the express stpulations
OF the 9TH section of this ordinance.
1t would have been time enough to have placed
the control of these railways in the hands of such
an association, when opportunity had been
afforded to our own citizens to decide whether they
desired to part with the power, which the ordi-
nance had expressly reserved for their benefit
assume, then, for your consideration:
l. That the ordinance approved March 28th, is
In the nature of an equitable agreement resting
upon mutual obligations, and the good will of the
people of this city.
2. That the absolute transfer by the original
grantees, before the commencement of the work
to an association in Philadelphia is contrary to the
spirit and intention of the ordinance.
). That the original grantees have no power to
open books, having transferred all their rights and
powers under the ordinance to Philadelphia as
sociation.
4. That the Philadelphia association took the
and by refusal to open books, have forfeited all
claim upon the city.
5. That the Legislature will not grant charter
of corporation in view of the facts herein set
forth.
1t is with regret that feel it incumbent upon me
to make this communication to your Honorable
Body; and to express the opinion, after what has
transpred, that the Legislature will feel reluctant
to give validity to a contract with an association
never contemplated by the ordinance; and the
Mayor and City Council it may be are already alb
solved from obligations which it was my wish
and intention to carried out in the most liberal
spirit, and to the entire satisfaction of all con-
cerned
With this explanation, respectfully ask a refer
ence OF this whole subject to joint special commit
tee OF the two Branches of your honorable body,
with instructions to investigate the facts of the case
and enquire whether any responsibility attaches in
the event of refusal the part of the city to
recognize further proceedings under this ordinance;
and whether the action of those claiming the CON
troll of the grant, does not relieve the city from all
obligation to continue in them the right to con-
struct system of Passenger Railways in the streets
With great respect, your ob't sv't,
THos. SWAMI, Mayor.
IA w TNTET, ~ ENTE