Weekly standard. [volume] (Raleigh, N.C.) 1858-1865, 1860-10-10
from the Tarborough Aercury.]
Aup0ADs va STATE LEGISLATION.

From the Tarborough Mercury.]
RAILROADS VS.. STATE LEGISLATION.
A friend who has evidently given the matter con-
siderable attention has handed us the annexed art
Gle discussing the right of our State Legislature 70
investigate the affairs of Railroad
This same matter was before our Legislature last
session-was soon disposed Of although it attracted
some general attention. We have never given the
subject much thought, and do not at this time feel
prepared either to endorse or condemn the views OF
our correspondent We give them, however, Tor
what they are worth:
Has THE LEGISLATURE ANY RIGHT TO INVESTIGATE
THE AFFAIRS OF A RAILROAD Pit may seem to those
who have not examined the question: that the Leg
slature may derive authority to investigate the al
fairs of a Railroad Company from either or each OF
two sources, viz: The common law of the sovereign
to visit" as it is called all civil corporations or
from some right attaching to or springng from the
interest the State has in the stock of the corpora
ton; but upon reflection it seems to US that from
neither of these sources the Legislature derive
any authority, either by committee of its own
body or in any other way to institute and conduct
such Investigations as were made under the sane
ton of its authority intothe condition of the differ
ent Railroad corporations of the State
It is true that at common law the sovereign has
the right to 'vsit" all civil corporations, but it is
also true that the sovereign can exercise that right
only in one mode, and that is through the medium
of the courts of justice when and where only all
misbehaviors of this kind of corporations are en-
qured into and redressed and all their controversies
decided" RI Blackstone 4Sl. The Legislature
then, has no authority in exercise Of this right of
visitation" to appoint committee of its own body
to conduct the investigation. The proper way is
for the Attorney General to institute proceedings in
the courts of Justice. [Angell d Anes ON Corpora
tions s64S-6SS.
Is there any authority in the Legislature, spring
ing from the interest that the State has in the stock
of the corporation, by virtue of which it can order
an investigation
A Rail Road company is private corporation
Or. & G. R. R. VS.. Davis 2 Dew. Bat. 451,) the re-
suit of compact between the State in its sovereign
capacity and the subscribers for the stock and 1.-THE
Legislature has right to change, modify or annul
such corporation" Mills VS.. Williams, II Ired
sos. 1t is true that the State is also stakeholder
but that fact does not alter the character of the cor
poraton, for the State docs not by such participa
ton indemnity itself with the corporation. 1t is a
sound principle of law, that when a government
becomes partner in a trading company, it divests
itself so far as concerns the transactions of that
company of its sovereign character and takes that
of private citizen" Bank of U. S. vs. Planters
Bank of Georgia, 8 Wheaton U. S. Rep. 9O7, and
for this reason such corporation can be sued in the
State courts and for this reason also the maxim
nullum tempus occurit regi does not apply. So
where the State owned the whole stock in bank
ing company it was held "that the State did not
transfer any portion of its sovereignty to the
poration and did not communicate to it any of its
privileges or prerogatves, but placed it upon the
same level as other corporate bodies" State Bank
of S. Carolina VS.. Gibbs 8 McCord S. C. Rep. 377.
So that when State enters into such a corporation
it loses its sovereign capacity and at the door of
the corporation, to speak, divcsts itself of its
sh,,ka, LII
stakeholder; is known in the corporation only as
stakeholder, and has rights save those given by
the charter to stockholders, and exercise the
rights therein given only in the mode therein pro-
vided. There is no right then, sprnging from the
States interest in the stock, to institute invest
CATION.
Is there any condition annexed to the States sub
scription by virtue Of which the Legislature has
the right contended for? We have examined only
the charter and amendment of the n c. Rail Road,
but we have doubt the other charters are like it.
Two acts, and two only, of the Legislature have
been accepted by the stockholders viz: the original
charter and the amendment ofthe session of 1886
By examination of the original charter, it will be
that reference is made to the States stock in
sections thirty-six and forty three only The thirty
sixth section provides for the subscription of two
millions of dollars upon compliance with certain con-
ditions. The forty third section provides for the
appointment of State directors in proportion to
the stock subscribed, by the Governor by and with
the advice of his council" In the amendment of
1886, the State stock is alluded to only in the
first second, third, and fourth sections. The first
and second sections provide that ten thousand ad
Gitional shares shall be subscribed and that it shall
be preferred stock. The third section provides that
1.-the affairs of the said company shall be managed
and directed by general board to consist of twelve
directors eight the part of the State and four on
the part of individual stockholders, to be elected
and appointed as hereinbelore provided, &C." The
fourth section provides "that at all general meet
ings of the stockholders, the State shall be repre-
scented by an agent or proxy appointed by the Gov
ernor, and such agent shall not be entitled in the
general meetings aforesaid to vote in the election of
the directors to be elected on the part of indivd-
uas."
So that we see there is no condition annexed to
the States subscription by virtue of which the Leg
isature can rightly exercise the power it claims; so
far from such being the case, it is evident that the
Legislature was intended to have no control over
the States Stock because the directors and proxies
are appointed by the Governor, and of course re-
sponsible to him and not to the Legislature. The
State is amply protected by having eight directors
out of twelve, and by her proxies in the general
meetings where they have control of the whole pro-
ceedngs and institute an investigation whenever
they see proper; and this is the mode provided in
the charter for the exercise of the rights therein
granted.
If the Legislature then derives no authority from
the State as sovereign or as stakeholder whence
does its authority arise?
The CENSUS OF 1860, AND THE APPoRrIoNMENT
FOR CONGRESS UNDER 1.-THE census statistics of
New England as far as received, do not present so
large increase Of population during the last de-
cade as was anticipated, with the exception of the
State of Connecticut State having gone large
+ = Al r.