Birmingham age-herald., 1895-02-19
THE ALIEN RAILWAY BILL.
COMMENTS ON THE eovERNoR's MEs-
 --.Ass s.s SAGE.

Knox, attorneys for the Southern Railway company, who have been in the city sev- eral days, and who submitted an argument to the governor in support of the constitu- tionality of house bill No. S21, known as the "alien railway bill,''5 and requested their views for publication upon the gov ernor's message vetoing said bill. The view expressed by them is in substance as follows:
 eWe do not agree with the conclusion reached by Governor Oates in his message, nor with several Of the propositions therein announced. No one has controverted the fact that an alien, whether an individual or q corporation, has the capacity to hold, own and manage property, real or personal in this state unless restricted or prohibited by some statute which has heretofore or may bereafter be adopted. Much space in the message is devoted to sustaining this proposition.
 "Auother proposition stated and elabo- rated in the message is also true, that when, by permission of our law, an alien, whether an individual or corporation, ac- quires property in this state, either real Cr pers0lal, 1t is entitled to protection, and theSitie thereto cannot be taken away or destroyed except by due process of law. But we deny tEe correctness Of the other proposition stated in the message upon which the veto of the bill is attempted 10 be justified, that the right of an alien foreign COTpOrullOu OW0lDB 5tOCA III u uonoStiS corporation incorporated under the laws of this state since the adoption of our present constitution to vote in its corporate capac- ity said stock in said domestic corporation is a vested right, the exercise of which the stateis without power to control or regu-s late.
 '.Ihe state has the absolute right to ex- ciude the alien foreign corporation, or to impose such conditions as it pleas es upon the holding oI property or the exercise of it's corporate functions within its borders. Says Mr. Justice Field in 0 recent case re- ferred to Tn the message. 'The only Iimi- tation upon this power of the state to ex- clude foreign corporation from doing bus iuess within it's limits, or hiring officers for that purpose, CT to exact conditions for allowing the corporation to do busi- ness, or hire officers there, arises where the corporation Is in tue employ of the led eral government, or where Its business Is strictly commerce, interstate or foreign. The control of sucn commerce being in the federal government is not to be restricted by state authority' Pembina Mining company vs. Penn. 125, U. B.. Rep, 1Sl, 190.
 'sIn the'leading case of Paul vs. Virginia (8 Wall, 168 the decision of the court is thus stated: Corporations are not citizens within the meaning of the first of these clauses. They are creatures of local law and have not even an absolute right of recognition in other states, but depend for that and for the enforcement Of their con- tracts upon the assent of those states, which may be given accordingly on such terms as they please. In this case the stale of Virginia, by statute, enacted that no insurance company not incorporated under the laws of that state should carry on it's business within the state without previously obtaining license for that pur- pose. the amount of which was regarded as excessive and an unjust discrimination in favor of domestic corporations, frt,m which no license was required. The court upheld the statute in decision which has ever since been justly regarded as settling the law upon this point. Our own supreme court has time and again cited and ap- proved this case and upheld the principle there decided. Am. Tel. Co. vs. w. U. Tel. Co.,, 67 Ala., 26; Ware vs. Hamilton Brown Shoe Co.,, 92 Ala. 146; Neims vs. Edinb burg M. Co.,. 92 Ala. 157.
 ''Article IA of the federal constitution provides that mo state shall make or en- force any law which shall abridge the privileges or immunities of citizens of the held that foreign corporations not to say alien foreign corporations, do not come within the protection of this provision of the constitution. Ware vs. Hamilton Brown Shoe Co.,, 92 Ala, 145.
 tThe provisions of house bill 821 apply only to cases where alien foreign corpora tions own the 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 corpo ration, or its stockholders, shall exercise the voting power, conduct elections and transact business in meetings of stock holders of the domestic corporation in Ala bama. If the foreign 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 the majority of the stockholders. The provisions of this bill merely trapsfer the agency of proxy to cast this vote from the directors to the stockholders themselves. .'So far as aliens are concerned, whether they be individuals or corporations, the legislature of this state has the absolute power to prohibit their owning property. real or personal, or the conduct of bushes of any kind by them within the limits of the state. The message cites section 1914 of the code as defining aud protecting lhs rights of allen citizens or corporations in this state. But it surely would not be in- sisted that the same power which enacted this statute could not repeal, amend or modify it.
 "How does an alleged alien foreign cor poration obtain it's right to own stock in a domestic corporation2 Not by any contract with the state of Alabama, but by fran chses granted to it by charter obtained from some foreign government. When 1t comes into Alabama asking permission to exercise it's corporate functions and do business in this sia @, it comes not by right, but as a matter of grace only. In the language of the supreme court of the United States, iu the leading case reie.red, to they are crea- lures of foreign local law, and have not even the absolute right of recognition in other states, but depend for that and for the enforcement of their contracts upon the as- sent of other states, which may be given accordingly on such terms as they please. Do luo al
 tlt seems to us clear that 1t is within the power of state sovereignty to prohibit ab- soutely foreign corporations from voting stock in domestic corporations.
 ''The case of the state OK rel. Danforth vs. Hunton t2S Yt Reps. 59i), construed a statute of Vermont which provides that no stockholder residing out of the said state should either personally or by proxy