The daily dispatch. [volume] (Richmond [Va.]) 1850-1884, 1868-11-27

subscribers. Gb. section 9.)
The annual and called meetings author
lied by law are denominated meetings O
stockholders. (Code Of Virginia, chapter
81, sections !, s, 8, l4) The charter speak.
of the annual and other meetings as meet
ings of the subscribers TO the stock, and ther
goes on to define them as stockholders By
declaring that to constitute an annual OF
any general meeting the presence Of pro.
pr'etors entitled to majority Of all the
votes which could be given by ell the stock.
holders shall be necessary, &C.; and such
meetings may be adjourned by the proprie-
tors, sc. (Act of incorporation, section 81 J
Now, all the stockholders may be, per-
haps must have been, subscribers or hold
the stock Of subscribers but all sub
scribers are not ipso facto stockholders OF
proprietors. Such an idea would be utter
ly absurd. 1t would enable mere paupers
by subscribing for sufficient number Of
shares, to appoint the president and direc-
tors, procure the passage of whatever by
laws they might desire-in word, to con-
troll all the concerns of the company, and
without having contributed shilling, use
and misuse at pleasure the capital and funds
of bona fde contributors-O,cnerS, in fact
for valuable consideration. A pretension
resulting in consequences go iniquitous is
not only contrary to the legal provisions
just cited, but to common sense-common
justice-and, 80 far as am informed, long
and invariable usage. - ....
The viewI have now presented of the ques-
tion submitted, it may be proper to say, is
founded on what conceive to be the obvious
and necessary Interpretation of the laws to
which l am specially referred. 1t has been
adopted mainly on the fact of nom payment
by the counties and by the city of Rich
mond, either wholly or in part, Of the bonds
they are required to give. Much more
strongly does it apply to case where these
bonds have not been delivered, or even ex
ecuted.
EXTRACT FROM THE ANSWER OF JUDGE
JOHN ROBERTSON TO THE FOLLOWING
QUESTION.
Question 2: "Is there anything in the
legislation on this subject which repeals the
law regulating the vote of the State or pri-
vate stockholders in general meeting 2"
will first take UP the second question
that relative to the effect of the concurrent
Legislation on the vote of the State (of Vir-
ginia) and Of private stockholders in a
general meeting. The law relating to joint
stock companies generally (Code of Vir-
ginia, chapter 50 prescribes rules of voting
applicable both to the State and private
stockholders. (Section 10, copied from the
acts Of April 9, 1853; Session acts '52,
chapter 50, page 63.)
BY the charter Of the Louisa (since Cen
traD Railroad Company the scale of voting
applicable to private members has been
altered.
The vote of the State is left, I think, un-
changed (see section 32), unless, what can
hardly be coutended, the State as body
polite is limited 20 sixty votes in all cases
under the literal term Of the proviso de-
claring that "no stockholder, either an in
dividual, body polite or corporate, shall be
entitled to more than sixty votes on any
amount Of the capital stock held by him or
them"
The corresponding acts of Virginia and
West Virginia to provide for the completion
of the line or lines of railroad, etc., both
contain the following provision: "Each
stockholder shall have one vote in the meet
ings of the stockholders for every share of
the stock held by him." (Acts Of Virginia,
section II Of West Virginia, section 10 J
More manifest is it, in my opinion,
that this radical change Of the rules
of voting was not intended to en-
brace the State, nor any body polite or
corporate, under the general term stock
holders, but is applicable to individual
~, ,o arc op1u he
of the passage of the concurrent acts just
referred to February and March, 1867
the Commonwealth of Virginia owned three
ffths of the capital stock. Her vote, con-
Sequently, under the new rule, would then
have been more than that Of all other
stockholders, individual and corporate, and
would SO continue prior to q bona tide aug
mentation of the capital. Is it conceivable
that the General Assembly Of Virginia
would have offered terms SO contrary to al
her previous legislation and usage? And
so unjust? Or that the company would
have surrendered all it's funds, rights, and
privileges to the absolute control of he1
rulers, after she was reduced to the condi-
tion of q conquered province and subjected
10 military authority? Or would the State
Vi ~ SSl NlIpluld udSC uullCi III a EIuCihS
of improvement extending throughout the
territory she claimed, when the capita
and funds designed to effect that objec
might all be diverted to the purposes o.
another, and possibly rival, if not un
friendly power! Such suppositions art
extravagant to be credited.
By holding the term stockholders, as usee
in the charter, section 80, and in the pro
visions of the acts of Virginia and Wes
Virginia prescribing the new rule Of voting
as applicable to private stockholders only il
contradistinction to bodies polite and cor
porate, strictly observe the cardinal rules
for constituting statutes land contracts) which
declare that general words may be ex
pounded in particular sense that statutes
in part muteria are to be regarded as ont
law that statute lately made may b'
within the equity of one made long before
that no clause, sentence, or word, shall b.
rendered superfiuous, void, or insignificant
that such Interpretation shall be made as i
consistent with reason !; that the intention
should, when fairly ascertained, be carries
into effect. And that to ascertain this in
ten,ion, it is good way to suppose the law
maker Tor contracting parties) present, ant
that you have asked them this question
"Did you intend this or that?" and thel
give such answer yourself as an uprigh
and reasonable man would have given.
In answer then, definitely, to the seconC
question, give it as my opinion that ther
is nothing in the legislation on the subjec
which repeals the law regulating the vot
Of the State, but that the llth section Q
the act of March lst, 1867, from the tim
it went Tor shall go) into effect, does chang
the former rule of voting, as to individua
stockholders, by giving to each q vote o.
every share, in place Of votes according t
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