The Emporia news. [volume] (Emporia, Kan.) 1859-1881, 1871-03-10


3 quences upon the rights of the people
and as a precedent, than that was in it
worst phase. i ask those who Werl
q ready to defend the rights of the peopl,
, then, to be true to those rights now
The unconstitutionality of this bill
, seems to me to be as conclusive as {
demonstration in mathematics.
The third and last section proposes t.
authorize the company to classify it
directors, and to rescind such classified
{ ton; also to classify its stock by the
issue of preferred shares" 1 canno
find in any statute of the State of Kan
| sas any authority given to the company
to perform these corporate acts, and
am informed that such authority does
not exist independent of statute and
again say, that the fact of the company
askingi us to confer such power upon
them by this act is conclusive to me
that such corporate power does now
exist, else why ask US to give them, by
this bill, what they have already? This
section will confer cooperative powers
This cannot be denied, successfully.
Being a special act, and confering cor
porate powers in this section, it is un-
constitutional and void, as violating the
section of the constitution of the State
i have already quoted. If anything
more were needed to make the argu-
ment conclusive / will refer members
to the case of the city of Atchison
against Bartholow as reported in the
fourth volume of Kansas reports, page
124, and particularly to that portion of
the opinion of the court as delivered by
Chief Justice CroZier, ON pages AL to
LAT, inclusive, where our Supreme Court
has passed upon the precise question,
and held such legislation as is contained
in this bill to be void. l suppose this
decision will settle the character of such
legislation. 1t certainly ought to. But
| it may be commended that this bill does
not confer corporate powers, but only
regulates those already conferred; or
that it does not create a new corpora
ton, but only regulates one already in
existence. These precise points were
considered by the Supreme court of the
State in the case before referred to on
page I46 of the fourth Kansas report,
and it is there determined that no addi-
tional corporate powers could be con-
ferred by special act. Thus much as
to the constitutionality of this bill.
now propose to consider, briefly, the
tenor, scope, and object of other provis-
ions of this bill, admitting, for the sake
of this argument, (Which L deny as a
facD that the bill would be valid en-
The first section contains numerous re-
citals to which l have before adyerted
as to certain proceedings had, or attemp-
ted to be had, consolidating other COM
panies with it, extending its line, etc.,
which, we are told in those recitals, was
all done according to law" Now the
object of these recitalsis perfectly plain,
am told, to lawyers, and it is this: to
obtain a legislative recognition of the
validity of all these proceedings, and so
far as such recognition cam to heal any
defect that may exist in such proceed
ings. In the courts of the State of New
York, it has been decided lin the absence
of all constitutional provision prohibit
ing the comforting of corporate powers
by special act,) that subsequent legis-
lative recognition of a corporate body,
cured all defects in its organization, no
matter how great such defects were,
nor how wide departure there had
been from the law, or whather the law
had been observed at all or not; or, in
other words, that the legislative recog-
milton operated as a creation of the cor
poration. This is what is intended by
the recitals in the first section, and also
to estop the State in any future proceed
ing from denying the validity of the
corporate organization OF the company,
and the validity of its various proceed |
iugs of consolidation, extension of its
line, etc. OF course 1 am not arguing
that such would be the legal effect of
the act, because l believe the whole act
would be utterly void, even if passed,
as have before endeavored to show
but for the purpose of the argument on
this branch of the subject, am assum- |
ing it to be valid enactment, if pass
ed. But treating it as valid act, these |
recitals will have the precise effect l
have indicated, and l, for one, am OPP
posed TO all such left-handed, back-door |
legislation.
The second section of the bill, as |
have before stated, provides that the
company may hold Its meetings and
transact all its corporate business out
side of the limits of the State. Now, it |
seems to me that this would, in effect, |
be a simple surrender, by the State, of
all control over this corporation which |
was created under its laws, and still per- |
NIT it to exercise all its corporate pow
ers and functions in the State. Suppose
it should become necessary, either at the |
suit of the State, or of an individual, to |
investigate the cooperate acts of the |
company, to ascertain whether some of
its assumed corporate acts were not void, |
as being beyond the corporate authority |
conferred on it, or wether certain at |
tempted proceedings on the part of the |
company were not in violation of its |
charter, and whether, by such attempted |
violations of its charter, the charter it |
self had not been forfeited, how would |
it be possible by the process of the |
courts of this State to obtain possession |
of the cooperate records for such inves-
tigation. Again: at least two of the |
counties of this State-Morris and Lyon |
are large stockholders in this road, |
the first to the amount of $4,000, and |
the latter to the extent of 100000. |
Suppose the courts shall decide the |
bonds issued to pay for such stock |
valid, and the counties held as stock
holders, and it should at some future |
Encouragement of the company, or a |
misapplication of its funds, for those
counties to vindicate their rights as
stockholders in the company, by inves-
tigating the acts and doings of the cor
poration, as shown by their corporate /
records, how could those corporate re-
cords be obtained for the purposes of
such an investigation by the use of any
process of the courts of the State? For
the purposes of such Investigation, the
second section will compel the parties
desiring it to resort to the courts of
New York city or State, or such other
corporate records to, under the extra
ordinary provisions of this extraordi-
nary act. Nor is the contingency l have |
last supposed very unlikely to occur. |
Speaking for Lyon county, which 1
have the honor to represent here, know
that if the courts shall decide that she
is stakeholder and is legally liable to
pay the bonds which have been issued
in payment of 100000 stock; she will /
vindicate her rights as stakeholder of
the company, and do not propose, by
my vote, to force her to go to the courts
of some foreign Jurisdiction. / am per-
fectly well aware that this bill provides |
for an Office in the State where process
on the company may be served. But
the cases l have supposed are those IN
which it would be necessary to get hold /
of the corporate records ofthe company. |
And assert that it would be utterly |
impossible, in the event this bill shall |
be passed, for any party to suit against
the company in a State court to COM
pell the production of the corporate re-
cords. Perhaps some of the gentlemen
may recollect that Daniel Drew, in the |
Erie Railroad war, set at defiance the /
whole power and process of the State of
New York by quietly taking the cor
porate records of the company into the
State of Navv Ioreav I only uea this