Birmingham age-herald., 1895-02-17


 no substantial rights secured by the con- tract is impaired; but whenever such re- suit would be produced by legislation, though intended as remedial merely, to that extent the act is void.
 The state can no more, under the plea of remedial legislation, impair the efficacy of contract than in any other way. The constitution shields the contract in all it's terms from an assault from any direction; hence the expression, "the sacredness of contracts .''
 Charters of interpretations, or grant of corporate eXisteuce from the state, fix the measure of these propositions, or con- tracts: |.
 l. Between the state and the corporation, as.such.
 9. Besween the state aud the corporafors.e
 3. Between the corporators, as among themselves.
 Our statute declares that annual meet- ings of stockholders are required to be held, aud majority of stock shall be rep- resented to constitute quorum, and each stockhoIder shall be entitled to one vote for each share of stock held by him. The supreme court of Massachusetts defines corporation as follows: ssThe corporation itself is regarded as distinct person and it's property is legally vested in itself and not in it's stockholders. As to this they cannot, even by joining together, unani- mously convey title, or mainta an acc ton at law for it's possession or for datn- ages done to 1t. The artificial person called a corporation must manage It's affairs in it's own way as exclusively as natural person manages his property and business. The officers chosen by vote ot the stockholders are not their agents, but the agents of the corporation, and they are accountable to it alone.p Peabody vs. Flint, Alien, page 55. A stockholder as such mas no distinct ownership of the cor porate property and all the rights he can assert are derivative aud must be asserted by or through the corporation, except as to the right to draw dividends declared, to vote stock in the management or the corpo. ration and in the event of it's dissolution to receive his prorata share of the assets. In many respects they stand to it as the heir at law does during the life of the persons from whom the heir inherits.
 Section 1869 of the code makes shares or au interest in the stock of private corpora tions personal property transferable on the books of the corporation in such manne as is required by its bylaws and by the rules and regulations of the corporation. When al person becomes stockholder of corporation under the general statutes Of Alabama, either by subscription to stock, or by the purchase of shares therein, ne be- comes under the law entitled to to stock owned or held by him. This law being in force at the time of his purchase enters into the contract and be- comes part of the obligation of the con tract and measure of his rights therein. Any change and impairment of these rights by statute is forbidden by the constitutions, both state and United States. The right to use, enjoy and control things which are capable of dominion constitutes property. The right of the stockholder to vote his stock according to the contract is one of the highest and most valuable rights per- tainiug to the ownership of stock in any corporation. The stock IS valuable, as measure of dividends when declared, and the interest in the assets of the corporation when dissolved. The welfare, value and profits of tho corporation which owns another corporation, or stock therein, may depend largely upon the management ot the latter. The value of this stock may be destroyed by a change ip the management of the corporation. The right of every stockholder to vote the stock held by him as to who shall conduct the business Of the corporation is most vital property rlght. Can it be said that such right remains ia force if the legislature can say that this right of voting secured by the original charter or contract shall be'denled or 1m- paired while others who stand to iJ in the relation of heir at law, while the proprietor corporation is yeb in being, shall vote its stock and exercise it's will and manage its property? The question answers itself in the negative.
 In 1876 the Alabama and Chattanooga railroad, corporation under the laws of Alabama, which had received an indorse- ment of it's bonds by the state to the extent of $16 900 per mile of road, and which were owned by the people in England, was in an insolveht condition, aud so was the state. A debt settlement was made by which the state, to procure it's release from the obli- gations, iscued and placed in the hands of the bondholders S1 ,000, 900 of our class "C'' bonds. The road was sold by deere of the United States court, and the property purchased by an English syndicate or com pany. These foreign holders of our bonds, and owners of this property, obtained q charter in 1877, under the general statutes of Alabama, and changed the name to the Alabama Great Southern railroad. These aliens having obtained their charter under our laws are entitled to the protection of their rights and property the same as native citizehs. It is not, there- fore, competent for the general assembly to change in any respect whatever the rights of this alien corporation or the shareholders therein, and confer upon cit izsns of this country greater rights than corporation. Smith vs. South and North Railroad company, 75 Alabama, 450.
 What the legislature cannot do directly it cannot do Indirectly. If the bill under consideration becomes a law 1t would be a declaration that corporations of this state or a sister state which own stock in Alabama corporations might vote their shares therein, while the alien corporation, though organized under the laws of Ala I bama, would have different rule pre- scribed, limiting it or denying its stock holders the rights it obtained under its of a citizen against the rights of property of foreigners, which is, in my opinion, in violation of cur constitution.
 am therefore constrained to return the bill to your house, in which it originated, without my approval;
 Tha NnrId'c Ea;r Facts