Gold Hill daily news. [volume] (Gold Hill, N.T. [Nev.]) 1863-1882, 1866-02-12
THE LAWS.
CARSON CRY, Feb. 8, 1866

EDITOR NBws-Sir: / notice in your
paper Of this evening . short paragraph,
to the efec, that my corporation bills were
voluminous, and that they were defeated.
How much their length had to do with
their defeat, I cannot say ; but n was
laid on the table without examination, by
a motion that precluded all debate, except
the speech of the mover against the bill.
The other was defeated IN the express
ground that in the election Of officers OF
the corporations, it gave to each stock
holder one vote, without regard to the
number Of shares he might hold-that is,
it gave a poor man an equal vote with the
rich one. just as he has now in the election
Of State or county officers.
The present corporation law, passed at
the last session of the Legislature, was
lauded as the perfection Of wisdom; yet if
the miners generally understood its pro-
visions they would have it swept from the
statutes in a tornado of wrath. It con-
tains the inexpressibly infamous provision
that when the owners of a mine sign the
usual deed Of trust, as q step in the act OF
incorporating, such deed Of trust shall %
regarded as q subscriptions Of the tehoh
amount of the capital stock! Thus, ii ten
men own q mine, and. desiring to incor-
porate it, execute a deed Of trust to three
men as Trustees, and. as is customary,
leave them to complete the corporation,
and the Trustees make. sign, acknowledge
and file q certificate of incorporation,
naming therein, As the amount of capital
stock, the sum of one million of dollars,
each one Of the signers of the deed Of trust
is deemed to have subscribed a hundred
thousand dollars, payable on demand to
the Trustees. Comment on such an out
rage as setting q trap Of this kind to catch
unwary miners, is unnecessary.
Further: the law now on the statute
book makes the persons who sign tho GER
ti6cate Of incorporation, and moi the per-
sons who sign the deed Of trust. the cor
poration, though the former are usually
the Trustees and the latter the owners OF
the pine.
Again 4: the present law gives Trustees
power to assess only in case Of subscrip-
ton, and If there should be no subscrip-
ton, both assessments and sales for delin-
quency would be illegal. But suppose
the persons originally forming the corpo-
ration are to DO seriously regarded as hav-
ing constructively signed an obligation to
pay money when they supposed they were
only signing q deed of trust, how does
that apply to the case OF . man who be-
comes a purchaser by endorsement and
delivery Of a certificate of stock? 1t can
not be pretended that he is q subscriber,
constructively or otherwise; yet 1t is COM
mon to assess and 60 through the form OF
selling for assessments in such cases as
well as others.
Now, the fact is, the idea Of subscrip-
ton is inapplicable to corporations for
quartz mining, because the subject OF op-
| e~rations is under the surface Of the earth,
and hidden from the eye, and consequent
" the case of such undertakings can not
be previously estimated and prepared for
| BY subscription as in such work as build
ing a mill, where you can calculate before
commencing. the cost of material, labor,
and other expenses, necessary to complete
the enterprise.
The correct plan would be such as I
proposed in my mining corporation bill,
to have the stockholders once a year, or
of,ener, BY resolution signed by owners OF
a majority of the stock, and recorded on
the books Of the corporation, authorize
the Trustees to levy a certain specified
sum, in installments as it might be needed,
within q specified time. Thus, If . shaft
were to be sunk, q tunnel run, or . mill
built, the stockholders might, at an annual
meeting. authorize the Trustees to levy,
during the ensuing year, ten, fifty, or q
hundred thousand dollars, in monthly in
s,allmen,s, if needed. At the next meet
ing. If thought best, further authority
might be given.
Instead Of placing the power to appoint
and discharge all officers in the hands OF
the Trustees, it should be reserved to the
stockholders.
The stockholders, under the present
system, have so little power in the man
sgement of the mine. that it has come to
be pretty well understood that it is perfect
folly to buy into q mine unless you can
get a controlling interest. This reduces
the competition in purchasing to q COM
paratively few men, and BY thus narrow
ing the market, reduces the prices Of our
mines to what, compared with their real
value, are mere nominal rates, thus caus-
ing a loss annually to this State Of millions
Of dollars. No wonder We have hard
times! Yet this law Of 1855 10 the won:
dsrful piece Of human wisdom that is held
up to challenge our admiration for it, per-
fiction!
Again. what is the use Of all the pro-
digious labor required by the present law,
to call q meeting or make a change in the
Board Of Trustees, unless the intention Is
to render it almost impossible for stock,
holders 10 control their own property and
business? Yours, respectfully,
0proN GIRNRNa.