Birmingham age-herald., 1895-02-17
Of the Alien Railroad Bill by the
 Governor.
He Believes It to Be Uncon- stitutional, in That 1t DisCrlm- mates Against Foreign
 Owners.
STATE OF ALABAMA, EXECUTIVE DEPARTMENT,
 GOVERNORS OFFICE,
MONTGOMERY, Feb. 10, 1695


 for the calling and holding of meetings of stockholders of railroad corporations in certai1 cases and regulating the voting, the election of officers and the transaction of other business at such meetings, is measure of vast importance. As to the policy of the bill do not conceive it to be my duty to express an opinion. Itis ques- tion upon which the members of the general assembly honestly differ. l think that my duty confines me toa careful examination into the constitutionaIity of the measure. If it be constitutional it is my official duty to approve it. If it's constitutIonality be merely doubtful, it is likewise my duty to approve it. While it is general in dts pro- visions it is admitted by it's advocates and opponents, who have submitted to me briefs on both sides of the question, that it's main purpose IS to remedy supposed wrong as to particular case.
 As to the contention of those opposed to the bill that it's subject or purpose are not clearly expressed in its title, have doubt, but l am inclined to think this objec- tion not we'll taken.
 It is said by it's advocates that it applies alone to cases where alien foreign corpora tious own q majority of the stock in rail- road corporations chartered under the laws of Alabama, and it's purpose is to prescribe conditions upon which. such foreign cor porations or it's stockholders shall exercise voting power, conduct elections and trans act business in meetings of stockho holder5 of the domestic corporation in Alabama.
 It is further contendsd that tiff the for eign corporation owns the stock of the domestic corporation it can only exercise the power of voting through agents of it's own appointment. This is usually done through officers Or directors who hold the power by the vote and will of a majority of the stockh olders. The provisions of this bill merely transfer the agency or proxy to cast its vote from the directors to the stock holders themselves. h the first instance the will of the majority, so far as the for eign corporation is concerned directors and controls the way in which the vote shall be cast; and where the stockholders exer- else the agency and cast the vote them- selves, the same result is practised--slnce majority of the stockholders cast the vote in the same way.' It IS further contended that If it be that restrictions should not be put upon foreign corporations which do not apply alike to domestic ones, the an- swer is that this is merely question of policy and not of right.' To this argu. ment l cannot give my assent. It is well settled legal principle in the law of corporations that the right of voting Is an individual property right entitled to judi cial protection. h "Smith's Leading Cases' it is said that one mad "has right to vote < "* Y and another has ex- cluded him from it, nobody can say that the defendant has done well; then he must have done ill, for he has deprived the plaintiff of his right.,'
 ''If the plaintiff has right he must of necessity have the means to yindicate and maintain it and remedy if he is injured in the exercise and enforcement of it, and, in- deed, its vain thing to imagine right without remedy.'
 The authorities generally set forth that the right of voting in corporation is a right of substantial yalue--that 1t is prop erty-and any change of the law by which that right will be impaired is not tolerated by our law and constitution. It is con- tended in favor of the bill that 'the state has an absolute right to exclude the alien foreign corporation or to impose such con ditions as it pleases upon the holding of property, or the exercise of it's corporate junction in it's borders.' '' Justice Field of tbe supreme court is cited as holding, in recent case, that athe only limitation upon this power of the state to exclude a foreign corporation from doing business within it's limits, or hiring officers for that purpose, or to exact conditions for allowing the cor poration to do business, or hire officers there, arises where the corporation is in the employ of the federal government, or where it's business Is strictly commerce,. inter- state or foreign. The control of such com. merce being in the federal government, is not to be restricted by state authority 125 U. $. Reports, pages lSl to l90. It is quite true that the federal government, uu- der the constitution, has the exclusive right to the regulation of commerce. and no state has any power to interfere With or restrict it. While the law cited by Justice Field was quite correct as applicable to the case be was considering, 1t does not follow that there is no restriction or limitation upon the power of the state to exclude or to deny to foreign Corporation the right to the protection of it's pfoperty acquired in and under the laws of the state.
 Under the common law an alien can &C., qure vested right and complete owner ship in and to personal property and right and title to real estate without the aid of statute, but real estate subject to be denounced aud forfeited after office found.
 In volume ? Wharton's International Digest, section 20, 1t Is declared that '.there Is no principle in the law of na- tiops more firmly held tbah that which the jurisdiction of the country to the pro- lection of the sovereign by all the efforts in its power.' This is the settled. policy of nations.
 The supreme court of the United States has declared that the property Of corpora tions chartered by foreign powers and cop sisting of alien members is entitled to the same protection as the property of an in- dividual alien. See the case of the Society for the Propsgation oi the Gospel vs. New haven .-S Whiting, ASA.
 But there Is rio use of further citations of the coIniiion lawsor the law of nations upon this subject. The rights oi aliens id Alabama are clearly defined, recognized and protected by statute, an act ot the general assembly, approved Febrnafy 26, 1875. which is now incofporated in the code as section 1914, which reads as fol- lows: "An alien resident or nonresident may take and hold property, real and per- sonal, in this state, either by purchase, descent or devise as native citlzen.'t
 Shares of stock in corporation created by the laws of Alabama are beyond qnes- tfon personal property. The code. section therefore take apd hold such shates of stock and may dispose of them by ssle or other. wise as a native citizen. This statute