The Montgomery advertiser., 1901-08-18

charter than author ized in its charter | in violation of Section 5. that 1t shall be liable in damages to any person or corporation who is injured by such vio- iation. think. MT. President, that the adoption of the amendment that have offered wfli do more to keep corpora tons within their charters and to keep them from going beyond their author ] ity that is conferred upon them by law, than all the criminal statutes or | other statutes of like character that 1 can be piled upon your Code and books. because those statutes cannot be en- l forced. If you put this amendment in the Constitution. you have simple, plain provision which can be enforced and which win be self-operative in
 keeping corporations within their char ters No, don't care to go into a lengthy discussion with the learned lawyer, who may. perhaps take issue l with me upon this amendment. Mir.
 President, about the present law. It may be that corporation now cannot take advantage of an ultra wires act, but if that be true. and If 1t is also true ! that there are certain acts of this char 1 acter not authorized by the charter of corporations which only the State can call the corporation to account ,fore and if 1t be true that this is but at atFeiteSa4
 ton of the law, makes it sa1ysRlaiperI
 or the law on the subject more exngsss1 i
 ed or certain in its terms. T. dAqnet think it would do any harm to reiterate 1t in the organic law of the State, but | will be in the interest of the people of | the State and aid some to keep the cor | porations within their charters than anything that can be adopted l MT. Boone-rhe gentleman Is correct | in saying any ultra wires act of a cor poration does not bind the corporation, except so far as to make 1t and other
 persons liable for, damages. We are
 not here for the purpose of making a Code of laws; the Legislature has su-
 preme power to do that, and there is
 no necessity for 1t As to the reference that wes trying to railroad the report, through, I am not a member of the
 Committee, but I do think that we are not here for the purpose of putting un- necessary verbiage in the Constitution when 1t would be that without 1t under the law. I, therefore, move to lay the amendment upon the table. s- l The President pro tem-The gentle
 man from Mobile moves to lay the
 amendment of the gentleman from Limestone on tke table.
 l Upon & vote being taken. the motion
 to table prevailed. --.
 | O--~- an arnendn ent.
 The Secretary read the amendment as follows:
 Amend Section 5 by striking out ev- erything after the word expressly, and inserting tine words authorized by law. 1 MT. Smith-The question came up as to what a declaration was under the
 general incorporation laws of Alabama.
 The word has a definite place and
 definite meaning. So far as this dis cussion is concerned, all these general corporation laws are substantially the same. I now have before me Section l252, providing for the organization of corporations, not specially provided for
 by law, and 1t provides that two or more persons associating themselves Tor
 the same work, for any industrial busi- ness or lawful enterprise. may form themselves into private corporation | in the mode and with the capacity ana
 power in the Article expressed. II says: First. declaration to De nied ln ofice of the Judge of Probate. Now. that is what a declaration is; the per-
 sons associating must file in the of- flee of the Judge of Probate in the county in which it Is
 proposed the incorporators shall have its principal place or Dusi. ness, a declaration in writing. signed
 by each stating
 i MT. Harrison-I Wse to point of
 order that the Convention has adopted an amendment which the gentleman
 proposes to strike out. It Is not in
 order. n..
 President pro tem-The Chair cannot
 rule on that without consulting the l journal.
 MT Harrison-The Convention has all
 ready stricken out those words ana 1 added certain other words
 The President pro tem-The amend ment adopted says authorized Dy us charter or article of incorporation" the
 amendment offered by the gentleman
 from Mobile.
 MT. Harrison-What does it say? l President pro tem-"Authorizeo, Dy
 its charter or article of incorporasion.a a That is the amendment proposed ana accepted. The gentleman from Mobile | moves to strike out that amendment
 and insert in lieu thereof "authorized by law" A.. | Journal.
 President pro tem-The Secretary will l read the amendment.
 The Secretary read as follows. By
 striking out the words 'specined Tn us | declaration or application and insert
 ing in lieu thereof the words author ized in its charter or articles of incor-
 poration."
 The President pro tem-The gentle man from Mobile moves to strike out everything after the word expressly
 and insert the words "authorized by
 MT. Harrison-Moves to strike out the l Amendment already adopted.
 President pro tem-Yes. and insert
 another.
 have to be reconsidered by which the amendment was adopted
 President pro tem-The Chair under
 stands an amendment which has been
 adopted could not be stricken out un- less others were inserted-an amend | ment can be stricken out provided oth-
 CT words are inserted. or It can be l stricken out provided other words were Inserted in the main question. The Chair will therefore overrule the point | of order.
 about to say is the general purposes of the corporation. nature or the pusl- ness intended. and the principal place
 of business or location or the corpora tion." that declaration does not ex-
 nressly specify the particular business carried on. Under subdivision which l authorizes a corporation to make by
 Jaws in which the character of husi-
 reas and subject to be dealt with are
 authorized to be described-that IS the
 wav they are authorized.
 l The express declaration as 10 the