Daily inter mountain. [volume] (Butte, Mont.) 1881-1901, 1899-03-01

soc. and sI.oo, all druggists.
SCOTT & BOVINE. Chemists. New york.
ties shall be passed by the legislative as
sembly.'
The relation of the corporation to the
state is contractual. The charter of a
domestic corporation is a contract be-
tween the state and the corporation,
(see section 3,O31 of Thompson on cor
porations.) Likewise, the relation OF
each stakeholder to the corporation is
! contractual, tsee Cook on stockholders,
section II, and Peninsular Railway COM
pany VS.. Duncan, % Michigan, page
1907 The state in it's constitution re-
serves the right to amend or alter the
character of a corporation. 1t may
change the contract between the state
and the corporation, but it cannot so
change it as to impair or violate the
contract which each stakeholder has with
the same corporation. If such change IS
contemplated, then such act violates the
contract which each shareholder has with
the corporation, and such a law is void.
Again, this~p proposed law violates other
provisions, both of our state and national
constitutions. Article V. of amendments
to the constitution of the United states
saws: Mo- shall private property be
taken for public use without just compen-
sation,' and section IA, of article Ill. Oh
our state constitution says, private prop
erty shall not be taken or damaged Tor
public use without compensation having
been first made to, or paid into court Tor,
the owner You will notice that in these
provisions the taking of private prop
erty for public use is allowed under GER
tain conditions and the converse of this
proposition is true, viz, that private
property cannot be taken for a private
use under any conditions. Indeed, so care
full We're the trainers of our constitution,
that, in order to run a ditch or canal over
the lands of another, such a use IS de-
clared to be a public use, (see section 3D.
article Ill, of our constitution).
This bill provides that if any stock
holder dissentS from the action or the
majority in combining with any other
corporation or trading for the stock OF
another corporation, a commission IS ap-
pointed to appraise the value of his stock,
which is his individual property, and sen
it out at public auction or to the grantee
of the corporation, thus taking private
property and confscating 1t for private
purposes. .
"The title of his bill is deceptive. 1t
is contended that the bill is to enable
the majority stockholders to control the
property and to sell or lease it and &c
project the minority stockholders. The
D majority stockholders. under our pres
ent law, can sell, lease, mortgage OF
( dispose of all mining property, tset
- section lob of the civil code OF Mon
! tana). Under the present law AFTER no
tica duly given, if three-fourths of al
:, shares are represented at the meeting
l. and two-thirds Of all shares vote II
favor of a sale, such sale is valid anl
e~ffectual and in the same way all TN,
property or any part can be leased
=, sold or m~ortgaged, and the mlnorlt!
- cannot prevent it. The only thing
d minority can prevent. according to tn
, decision of our supreme court, IS TINS
n A dissenting stakeholder can prevent
- domestic corporation from trading II
y stock off and accepting in paylnen
therefor stock in a foreign corporation
80 That was what the Boston and Mohtani
= company to do, and that l
inH what this bill will allow all corporation
~ to do. This is an effort to get out fror
- the jurisdiction of our state courts, ina
corporations can carry every case int
- the United States court, with the re
- suit that if a miner or employe mas
III claim against them he cannot sue in tn
l.. state court. In our state court Two
r. r. thirds of the jury can agree and I'm
- a verdict, but in the United state
e. court. a unanimous verdict is required
a. It is much easier for corporations I
-, defeat a case where they have only I
l secure one juror to prevent a Verdlc
against them. Again, a poor man ca
- not afford to litigate in the Unite
% States courts. 1t requires more none
nc and much longer time to secure fni
- 1uuSIIltII. IL Sco I"SS
=, put it in the power of rich corporation
az to defeat any claims against them VIII
20 out any great expense. You VIII remoN
30 all their records from the state TO In
ba great injury of litigants and or the ta>
~ ing power of the state. =.
10 at is claimed by some thai TINS pl
~ will tend to develop our country. L sa
~ that it's tendency will be to prevent az
of yelopment except by a few gigant
concerns. Unde the present law TT
poor miner or prospector organizes
company and puts a portion OF n
a. stock in the treasury and peddles 1t OF
to friends in small lots and thus ge
nd money to develop his mine But II tn
III hill becomes a law no man Will care
buy stock, unless he can have over on
third, because, if he has less, the othe
NAV compel him to sell out his stock
swan it for stock in some foreign co
poration and thus freeze him out II
he objects. There is another serious O
he lection to this bill. Section l provld
he that a notice, giving in general tern
ct what is proposed to be done, snail
published for 80 lays and a copy ma
In ed to each stakeholder, calling a meetll
to of stockholders. But when the stoc'
to holders meet they can propose any Xxi,
nd of disposition Of the property; they a
his not confined to the published notlc
dy Suppose, for instance, the notice Sc
his out and published shall propose a lea
he of the property; but when they meet,
ter instead Of leasing, they propose to ST
IN or trade off the capital stock Tor sto'
Der in another corporation, they can do
in under this act. The stockholders recel
our ing a notice that it is proposed to lea
q IT, ,roport- mioht he willing to lea