Grand Rapids morning telegram., 1885-05-06
THE GOVERNORS VETO.
THs MNoslTY slLL RsTDRrED.
Constitutional Grounds Gwen tor the
Actoa a Modified 5in Recon-
menoed

LAasnsa. Nay Both Hoases spent the
snilfe aftoruQca ll eoul 1lIttce of tie 1h0ls.
The ti0Fernors message OF to-day recon-
aaeuas llal .f gafsion board be appointed
theg be allosei to hold sessions bat -ix
months ia any xuberaatorial term and en-
pios a -tenogrsl.issf. out no secretary. The
message satoing lhe minority bll Is apon
the constitutional ground that inc vested
sisnts of corporation cannot bs iegaslaled
away.
The tioVeruor .ags mat the present laws
81 Not give tna p9'eaF % amend laws for The
9fsauizaiiol 90 corporations ~ as ~ change
ne rights ~ those eno have associated under
Lleul, ts between itsfa seiVe-. 'CorpOra-
loas ~ formed should. Jf cOur-ss. be con
Ioiled Dg the authority from which they
sinantte as against ans acts ofiwrOng doing,
nul rur aO other. For in.Lauss. 10 seem. 70
ne it eouil D. entirely competent for the
Legislature t0 enact avs permitfing stock
Aollers tt tii lncs ca attend meetlngs Of
4ifsetor- tnd compel direction. 70 notify
theu of such mesEiuls before they are u be
head tlso Ihat All books of corporations
should DC open st ili tunes for stockholders
% examine. ihi. co1ld not De construed a.
ttAlul AVA ang nsLl-- 10 might prevent
any Ne0u- being done. but 10 u not taxing
tSay man right % prevent hIn from
wrong doing, h4l-l4ng corporations have
been Formed by Permission OF the State
giving them rghts to regulate their election
of ofhcers and the conduct Of their business
generally ind Ehe riZht being 80 given, OF
oourse ihe state h oOt party Interested any
further, and Do not believe 10 has the power
% take rights 80 given away. nor 10 transfer
frofn one utn hls rights % another who doe.
not possess that rigat. Ia the formation OF
oOfpora-i1ns the state il a party % the agree
tneut, and 40 cannot violate a. in my Opin-
ion, any more than the individuals forming
the corporations. To attempt such an act
would Dee an Invasion upon vested rights and
bad example for great State to set be-
fore IL cifi1rusl and, IN my Judgment,
Nouid work a great injury % its credit a.
we'll Much has been said about the exist
ence Of minority representation laws in the
states ~ Illinois, Peun-y yivanla, New York
T" sst virginia, Nebraska and Missouri, and
Of their successful aud satisfactory opera
tiOu. have c,iused the laws on thi. sub
jet m these states 10 De quite thoroughly
examined, aud have been unable 10 hud
single instance where the law, when enacted
applied % corporations then ia ex
istence. la the state of Illinois laws OF
to!t-3, page ~. | read ~ follows:
Section l. BE 10 enacted, etc, That cor
poranons may be harmed ia the manner pro
ner provided b. this act etc.
Section :. In All elections for directors o.
managers % corporations organized under
has act, ETC..
showing conclusively that this Law applied
only % corporations organized after IL
Pennsylvania laws OF 1874, page IL act NJ. I
=, providing for the incorporation aud reg
1iatlOu ~ certain corpOrati0ua. reads.
Section 4. rs 70 enacted. That corporation
may De formed under the provisions of this 4
act hy the voluntary association OF five OF
more persons, for the purposes and IN ths I
nanner mentioned herein. and when 50 /
iOrmed each 0t them, by virtue of IL exist \
snce ~ surb. shall have the following pou I
srs unless otherwise especially provided.
SECTION TO- In All the elections OF direct \
)rs. managers or trustees Of any corpora
hons created under the provisions OF this \
statute. 0c accepting is provisions, each. /
member Or stockhOider may east his vote.
3tc.
In the state Of New York laws Of lS7s
'hapeer ell. ind m act % provide for the
'rganazauou and regulation OF certain bust
hess corporations
section /. Corporations may bs organized
Inder che provisions Of tins act for carryint
'n any lawful business. etc.
Section - provides for electiug directors.
lnd allows, by ,he words "shail bee entitled
o. stocsho.dors t0 cumulats their votes.
In ul the states mentioned 80 far a. / /
lave been aois 20 learn. corporations or /
'ompanies who elect directors by cumula !
i've votes are those who were organized after /
ne laws were created under which they we're
irxtni<ed- 81 far a. the justice or Injustice /
p tbis principle g. concerned. I cannot see
hat We have any ixht 20 consider t. The I
luestiou u simply whether the state has or
las not the legal right 90 take from a corpo-
alton privileges heretofore granted unlees
ns corporation violates some provision OF
q character or os the law Could make
: consistent with ny views on the matter.
nou most cheerfuiiy approve this act.
'eheye thoroughly iu the principle. and un-
go tins shall become a law. notEithstand-
N these objections. / shall IN my retiring
nessags strongly nrge that law similar To
his oe enacted, but TO affect ONLY corpora-
ious or<anlzed under it. and then people
sho Associate themselves together will have
.ue notice of the existence of the law under
fhich they are organized
The bin. in accordance with the rule. xas
econsidered by the House.
Nn fhe motion. shall the bin pass. not
outstanding the ob lectlous of the troveuor3''
sr p y Case interposed A motion that the
1u ie 1u the table
The friends of the bin. in anticipation Of
~ veto. naVe been EorSfng for several days
p get Che necessary tvn- thirds vote in each /
iouse to pass tfa ball over the veto.