The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1899-03-01
LEGISLATURE 0vERR|DES
GOVERNOR SMITHS VETO
House Bills l32 and l24 Pass Both Branches by Larger
Majority Than They Originally Received-The Gov
ernor's Message Remarkable Document 1t Is
Dramatic and Clearly Had for Its Object the Stamped
ing Of the House.

forbidding and prohibiting any such eff.
fort, by any corporation of company.
Il wish TO call your attention to the
difference between your body and the
Colorado assembly now in session. The
smelling and mining corporations. act
ing under the same impulse felt in this
state. contemplated a similar move in
Colorado, but Governor Thomas sent
to the legislature a message asking it
to pass a law prohibiting such trusts
and pools, and in very short time af.
ter his message was read, one house of
that body had passed bill in accord
ance with his suggestions; and he
wires we That the legisla ture is trying
to prevent smelter trust in that state,
while you, on the contrary, are trying
to organize a copper trust, with the
Standard oil magnates in control. This
bill further violates our constitution in
this: Section II, article 8, provides
that no ex post facto law, nor law inn
pairing the obligation of contracts, or
making any irrevocable grant of special
privileges, franchises or immunities
shall be passed by the legislative as
sembly.
THE relation of the corporation to the
state is eontractual. The charter of
a domestic corporation is contract be-
tween the state and the corporation,
(see section 3,O31 of Thompson on cor
poFdtlCIlS.y LIKEWISE, tle relation ol
each stockholder to the corporation is
contractual, {see Cook on stockholders,
section IL, and Peninsular Railway COM
pany VS.. Duncan, 2S Michigan, page
1909 The state in its constitution re-
serves the right to amend or alter the
chacter of a corporation. 1t may
change the contract between the state
and the corporation. but it cannot so
change 1t as to impair Or violate the
contract, but it cannot SO change it as
to impair or violate the contract which
each stockhofder has with the same cor
poration. If such change is contemplate
ed, then such act violates the contract
which each shareholder has with, the
corporation. and such law is void.
Again, this proposed law violates
other provisions, both of our state and
national constitutions Article V. of
amendments to the constitution of the
United States says. Nor shall pr-
vate property be taken for public use
without just compensation and section
IA. of article III. of our state constitu-
tion says, private property shall not be
taken or damaged for public use with
out compensation having been first
made to, or paid into court for, the
owner You will notice that in these
provisions the taking of private pro-
perty for public use is allowed under
certain conditions and the converse of
tulS pIDpuSlliuu is true, VIZ, that pIl-
vate property canot be taken for pri-
vate use under any conditions Indeed.
so careful were the trainers of our con-
Stitution, that, in order to run ditch
or canal over the lands of another, such
use is declared to be public use,
tsee section Is, article Ill, Of our consti-
tution).
This bill provides that if any stock
holder dissents from the action of the
majority in combining with any other
corporation or trading for the stock of
another corporation. commission is
appointed to appraise the value of his
stock, which is his individual property,
and sell it out a public auction or to
the grantee of the corporation, thus
taking private property and contiscat-
ing it for private purposes.
1.-The title of this 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 to
protect the minority stockholders. The
majority stockholders, under our pre-
sent law, can SELL lease, mortgage or
dispose of all mining property. (see
section lob of the civil code of Mon
tana). Under the present law after no.
tice duly given, IL three fOurthS of all
shares are represented at the meeting
and two thirds of all shares vote in
favor of a sale, such sale Is valid and
eHeCludl anu III tlle SAINT way all the
property or any part can be leased,
sold or mortgaged, and the minority
cannot prevent it. The only thing a
minority can prevent, according to the
decision of our supreme court, is this.
A dissenting stockholder can prevent
domestic corporation from trading its
stock off and accepting in payment
therefor stock in a foreign corporation
That was what the Boston & Montana
company attempted to do, and that is
what this bill will allow all corporations
to do. This Is an effort to get out from
the jurisdiction of our state courts; that
corporations can carry every case into
the United States court with the re-
suit that if a miner or employe has
claim against them he cannot sue in the
state court. In our state court two
thirds of the jury can agree and find
a verdict, but in the United States
court, a unanimous verdict is required.
1t is much easier for corporations to
defeat case where they have only to
secure one juror to prevent verdict
against them. Again. a poor man can
not afford to iitigate in the United
States courts. 1t requires more money
and much longer time to secure anal
judgment If you pass this niil you
will put it in the power of rich corpora
tions to defeat any claims against them
without any great expense. Won will
remove all their records from The state
to the great injury of ltigants and If
the taxing power of the state.
1T is claimed by some that this bill
will tend to develop our country. I say
that its tendency will be to prevent de-
velopment except by a few gigantic
concerns. Under the present law the
poor miner or prospector organizes
company and puts a portion of his
stock in the treasury and peddles it out
IN friends in small lots and Tins rat c
money to develop his mine. But if this
bill becomes law no man will care to
buy stock, unless he can have over one
third. because, if he has less the others
may compel him to sell out his steck or
swap ii for stock in some foreign cor
pnration and thus freeze him out if he
objects. There is another serious oh
iantinrl a tlis Lii GeGtila,, i 81