The Portland daily press. [volume] (Portland, Me.) 1862-1921, 1875-04-01

XII. If the officers of the corporation wiltul-
ly neglect duty they may be compe-ieu "
perform such. Their neglect does not ihVe s
any one member of the corporation with inc
pow, to do it in his own name. lRed. on
Railways, vol. sec. oil, clause IA, 9TH edition.
Dodge vs. Woolsey, 49, How. U. S 81.
The officers are the judges in the first IN.
stance of duty in the promises. For errors Oh
judgment honestly entertained they are not re-
sponsble. One member cannot of his own
motion carry the corporation with protracted
litigation against the judgment OF all the oth-
ers. The court will hear his complaint against
the agents.
XIII. when corporation claims an ex-
emption from taxation it must show that the
power to tax has been clearly retinqntsted by
the state. If there be reasonable doa5t about
this having been done, that doubt must De
solved in favor of the state. Wilmington
Railroad VS.: Reed, 10 Wall, 264. Delaware
Railroad Tax, IS Wall, 226.
XIV. The law of 1874 does not impair tine
obligation of any binding contract made De-
tween the State of Maine and the Maine Cen
trail Railroad Company. 1t was not competent
for the Legislature to make the exemption
claimed by the complainant. Brewer Brick
Co. VS.. Brewer, So Maine 81. Andrews VS.. Ok
ford, 81 Maine
XIV. The Supreme Court of the United
States recognize the binding force of such ex-
emptlors only where there are mo couStltu-
tional restraint on the action of the Leglsla-
ture." Wilmington r. r. VS.. Reed, ID Wall,
264. Trask VS.. Mcguire. IS Wall, 405
XVl.-The court in this case has no jursdic-
tiou. This Is apparent on inspection of the
bill. [Bank of Augusta VS. Earle, 10 Pet. 512.
Marshal vs. Bait. & Ohio r. r. Co., 10 How.
328 Covington Drawbridge Co. VS.. Shepherd,
20 How. 233. Railroad vs. Wheeler, 1 Black,
1885, Case of Sewing Machine Co., IS Wall,
SOL
1. The bill AYERS the Maine Central Railroad
to be corporation established by the laws OF
the State of Maine, and citizen of said State
of Maine.
2. That the complainant is stakeholder In
the Maine Central Railroad Company.
8. AS such stakeholder he brings this action.
AS member of the corporation he is conclu-
sively presumed to be citizen OF the same
state as the corporation. He in estopped from
denying it: He cannot, proceeding as mem
Der of the corporation, separate himself from
it, In this proceeding he is not stranger.
The basis of his movement is that he is mem
Der. In this proceeding his citizenship is
Maine; the same as that of Hatch. Proceed
ing not as a member, but as stranger, his Cit
izenship would not thus be controlled. In
proceeding where he moves as member of the
corporation, he cannot be a citizen of two
states. Had he moved against the Board of
Directors for failure of duty or wrongful action
it would have been personal claim OF his
against them. Here he moves as a stockhold-
er. As stakeholder he must accept the citizen
ship of the corporation and the forum open to
them. One stock holder as such has no citizen
ship that every other one has not They are
''all in one boat" 1t is only as stakeholder
that he has any grievances.
Mr.. Rand followed Judge Tapley for the COM
plainant, noticing critically all the points. The
case occupied nearly the whole day. Judge
Fox reserved his decision.