The Kenosha telegraph. [volume] (Kenosha, Wis.) 1860-1888, 1860-09-20

amount to be paid on such subscription
5he time and manner in which the stock
holders should ''pay subsequent install
nents on their respective shares )" tina
The power to determine the manner in
Eolved the power to say in what th'
payment should be made. Is there sucl
l thing as manner ofpayment, whereby
The terms of a CONTRACT payment mus
De made in money, or where it is ex
oressly stipulated that payment shall hC
made in wheat and corn, or other specif
&c articles, or where nothing is stated, a,
TO in what payment shall be made?
AS there is manner of payment
when the contract provides that pay,
ment shall be made in cash, as also
where it provides that payment shall be
in wheat, corn, o. other article of per-
Sonal property, it is idle to contend that
this manner of payment of the specified
articles means those physical substances
or Identities.
Wheat does not mean the manner in
which wheat shall be paid, nor does
money mean the manner in which mon
ey shall be paid.
Payment Of money to the Treasurer,
or to the order OF the Treasurer of a
corporation, in gold and silver coin, one
half in each, would be ''manner" of
payment to the company. So, too, the
payment of wheat, by delivering it to
special or general agent of corpora
ton, would be manner of payment to
the company. This manner may be.
determined by the directors SO far as
the charter authorizes a particular
commodity to be paid for stock. But
they cannot determine in what stock
shall be paid, because they have the
power to say that payment for stock
shall be made at a particular place, to
designated officer or agent.
Suppose the directors had decided
that the stockholders should pay their
subscriptions in installments at specified
times to the Treasurer of the company
in the city of Milwaukee, or to the order
Of the President in the cities of Madison
and La Crosse, or to such collecting
agent as should be appointed by resolu
ton of the Board Of Directors, one half
in gold and the other moiety in silver
coin, and that this determination had
been carried into the subscription arti-
cies; would any one doubt that the
manner of payment had been decided
by the directors 1t is easily seen that
the power to decide the manner of pay
ment can be exercised without eXerting
the additional power of determining in
what commodity the payment should be
made.
The construction of the Court con-
POUNDS or annihilates all distinction
between the manner of thing and the
material with which it is done. Such
Interpretation does not allow to words
their common, ordinary, or popular
.7isnification. The rule acted upon is
new in law, and strained to the last de-
gree of tension. To accept it as law
would be to tolerate a dangerous limo.
walton.
The Court says that corporation
may do any act tending to the accom-
plishment of the object sought to be
attained by its creation, which does not
amount to the transaction of separate,
unauthorized business. 1t is difficult to
see the application the Court intended
to make of this language. If the com
pany have the powerto do any act, this
is, to engage in any business which is
conducive to, and tends directly to the
acquisition of money, with which topay
for building the road, then it may en-
gage in any business out of which mon
ey NAV be realized When it gets the
money it can pay for building the road.
When the road is built, the object is
attained for which the company was
created. Without the money the road
could not have been constructed
Therefore everything done out of which
this money was realized tended directly
to the building the railway.
This, then, was the transaction of an
authorized business. OF consequence,
it cannot be separate, Unauthorized
business" whether the money was Oh
tanned by banking, by running steam
boats, dealing in real estate, buying and
selling cotton, hemp and negroes, lum-
bering or merchandising, can make no
difference-all is authorized business
An authorized business certainly cannot
be a separate, unauthorized business.
The foregoing positions necessarily
result from the conducive to- and
convenient" theory. But it is not ne
cessary to resort to this theory, if the
Court is right in holding that the power
is expressly delegated to the directors
to determine in what stock payments
should be made. Ifthis power is ex-
pressly delegated, it is quite unnecessa-
~ that the thing which they decide to
take as payment is convenient or con
ducive to the attainment of the end PRO
posed Because, if such delegation
exist, the power may be exercised by
deciding to take what is not convenient,
or what will not conduce to the attain
ment of the end proposed.
The directors are not restricted as to
the commodities out Of which they are
to select in making this decision, if the
power is delegated at all. They have
the whole range of articles, the subject
Of property, including money. Their
decision once made is final and conclu
s.ve. From it there is no appeal. No
tribunal can reverse, modify, or change
il in the least particular. If they decide
to dispose of the stock for lands, they
may do so ; having the lands, they may
lay out towns in any part of the State,
aud try the experiment of speculation
ia corner and other town lots. If they
determine to dispose of the stock for
general merchandise, hardw are, and
groceries: they may do so having these
articles on hand, they may 90 into
tail or wholesale mercantile business.
Ii they decide to take coal and lumber,
they may do this having these things
on hand, they may become vendors and