Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1870-07-12

the Senate ON Monday, and its considera
ton was postponed to the second Tuesday
in December:
EXECUTIVE OFEICK, NASHVILLE, Tenn,
July IL, 1870 Gentlemen of the Senate
respectfully return to your honorable
body bill entitled Gan act directing
suits to be brought in the mama of The
State of Tennessee, by the Attorney
General against Railroad Companies, theil
officers, agents and stockholders" with
my objections to the same becoming {
law. FifgF Esff& sf 81 NJ.
The Objectionable provisions of the
bill are:
/. That the Attorney General shall forth
with 1.-THE name of the State institute suits
against the various companies designated,
and against their Presidents, Directors,
Agents and Stockholders and all other per-
sons having had any thing to do with the
receipt or sale of any of the bonds of the
State, issued in aid of either of such Rail
road Companies; ''enjoining such conpa.
nies, their officers, or agents, from dis
posing in any way, of the bonds in their
possession, that may have been Issued to
them" This provision is broad, and ap-
plies without distinction to all bonds in
possession of such companies, as well
those beyond dispute, issued in accordance
with law, as those of doubtful legality
as to issue, and the serious and extraordi-
nary power of injunction is pro-
posed TO restrain the companies
from disposing in any a0dy of any
bonds in their possession. Now, under
our laws, it is incontrovertibly the right
of all railroad companies to dispose of
bonds legally issued to them by the State
at their par value, and yet the bill in
question proposes without discrimination
to enjoin them in this right alike as
though they had received the bonds ille-
gally, and were about to Illegally dispose
of the same. Without pausing to sup
pose possible injury from this to any of
the companies named in the bill, it is suf-
ficient to state such an act might serious
ly impair rights vested under previously
existing laws. -
2. The bill proposes to subject all
stockholders and agents of the companies
designated to personal liability to the
State for the fraudulent or Illegal acts
which may have been committed in the
premises by officers having immediate
control and power over the affairs OF the
companies. In other words that the pub
lie spirited individual citizen who has per-
haps contributed his stock subscription
in aid of a public improvement shall be
made liable in his entire estate for the
fraudulent or illegal act of an officer
whose conduct he has no power to con-
troll or reven perhaps opportunity to oppose,
and that whole counties as stockholders
shall be subjected to taxation to indem-
Nifty the State for the improper past act
of such officer. 1A L -
If this liability does not already exist /
am convinced it cannot be attached, es-
pecially for past misconduct.
Under limitations of our fundamental
law, new penalties and liabilities for past
offences, or default in duty, may not be
created by the law making power. Such
would be laws ex post facto, or retro
spective to the extent of conflicting with
the Constitution of the State.
Does this stockholder liability as pro-
posed now exist2 1t is true sec. Is of
the act of Feb. IL, 1852, chapter CLI,
entitled San act to establish system of
internal Improvements in this State, ;" did
impose it, but am of opinion this fea-
ture has been repealed by subsequent
legislation. Our Code later enacted chap
ter l, Al and 40 provides that call
public and general acts passedprior to the
present session of the General Assembly,
and all public and special acts, the sub
iects whereof are revised in this Code,
except acts establishing or regulating
special courts, subject to the limitations,
and with the exceptions herein expressed,
are repealed" 'Local, special and .pri.
vate acts, and acts of incorporation here
tofore passed are not repealed
unless it be herein so ex-
pressed Certainly the above men.
toned act of Feb. IL, 1852, is distinctly
and fully revised in the Code, (Article III,
,Osl and following, } and while most OF
its provisions are perfectly preserved,
the feature of stockholders persona
liability is entirely omitted, and think,
! thereby repealed. That its repeal was in
tended accords with reason, as it woul(
seem to poorly agree with wisdom tC
maintain in our Internal improvement
| laws feature so threatening as to detel
citizens from becoming stockholders il
such improvements and so defeat tn,
| very object of these laws. Our Legisla
| ture has. / think, at various times Ion.
| since, substituted other and different Sc
| curity for the State in place of this 1871
| section, and which was perhaps consid
cred equally protective without tending
to deter public spirited citizens from co
operation for the States development.
8. The bill proposes upon conditions il
II specified, that such railroad companie
shall be decreed to have forfeited all thei
rights and privileges under the genera
Internal Improvement laws of the State
and the special laws under which sucl
| companies may claim aid of the State.
think the reason herein submitte
against the poaUer to subject stockholder
to personal liability apply equally sgains
the power to enact this penalty, and more
over respectfully suggest such course
if free of constitutional objection, woul
be inexpedient. There having been 9
present session enacted law to sell dt
iiuauent railroads, this threatened fol
feiture would probably have tendenc
to deter capitalists from investment i
| them.
The clause in the bill requiring befol
any suit shall be brought under it, th
| concurrence and advise for same of Hor
r. ]. Mckinney, Hon. F. B. Fogg, an
the Hon. Archibald B. Wright, me
eminent in virtue and legal learning,
duly acknowledged feature of safet
against many spprehended evil results {
making the bill law. But the virtue
of others, no matter how illustrious, l a
impressed does not relieve me of an
| official obligation, and hence under CO.
viction that the bill is i'll advised, l retul
| it with my objections. / am the less r
strained from this course by the fact th
no extraordinary but only simple msjo
ity of all members of each House of q
General Assembly is necessary to ena
the measure over my objections if tn
! be considered insufficient.
Respectfully, d. w. G. SENTER.
ssE. - CINCINNATI.
The Tendency of our Age.
: CrrcrNNATI Julv 1I-Sanafor Raya