The sun., 1901-12-03
Is Its CHARTER DEFECTIVE? (?
NORTHERN SECURITIES CO.'S
PROSPECTS DISCUSSED.
s.subject 70 Local Laws" That Is In Car
negie Charter. Omitted Here-Cor-
poration Has Not Rights Of Individual
decisions That May BE Invoked


negie Charter, Omitted Here-ror-
poration Has Not Rights Of Individual
--DecisIous That May BE Invoked.
In the discussion Of the future OF the
Northern Securities Company, which con-
tinues TO be a foremost subject OF interest
downtown, both In legal and financial
circles, the point was made yesterday
chat there In marked difference In the
terms Of the charters of that company
and the Carnegie Company. which may
well command attention for two reasons:
One, that the Carnegie Company aimed
nj securing the largest powers that 1t could
safely obtain from the State of New Jersey;
and the other. that the Carnegie Companys
charter was approved by the present
Attornev-Generai Of the United States.
ms counsel, who may now, In his Official
capacity, be called upon TO proceed against
the Securities Company II the opponents
of that company have their way.
The objects for which the Carnegie
Company was formed, according to ats
charter, were not only to mine. prepare
for market, market and transport coal,
iron, steel and all mineral substances
but TO construct. lease, own, operate or
cell transportation line or lines. by Land
or water, in any State or country, subject
70 the laws OF such State or country, either
directly or through the ownership OF stock
Of any corporation.
The charter further says
II and to. the extent permitted by the local
the property may be situated and subject
always TO such local laws. the company may
ness carried on by the company. 70 remain
or be vested In the name OF or carried on by an
nsniss nasa1 formed M d. or % 70 be- formed. and either
upon trust for or as agents or nominees OF THIS
company. and manage the anars or take
panies so formed or TO be formed, either
By acquiring the shares. stocks or other Sc,
eIercise ali or any OF the powers Of holders
of shares, stocks or securities thereoi' ana
receive and distribute as profits the diyi.
dends and interests on such shares stocks
or securities.
And that the company may conduct
business. have one or more Offices, and
purchase, mortgage, lease and convey
real and personal property. or any estate
or interest therein, in any part OF tie world
but always subject to the local laws
The charter of the Northern Securities
Company. on the other hand. expresses
q objects OF the company:
To purchase, hold. sell. assign, transfer.
of f sSanes Of F the capital stock Of any other
corporation or corporations. association or
of sny other STATE. - at territory y or County and
while owner of such sto ok, 70 exercise all
the rights, powers AND privileges OF owner
ship. including the right 70 vote thereon
The point made Yesterday was upon the
omission Of the phrase. Subject TO the local
laws" from the charter Of the Securities
Company and its reiteration In the charter
Of the Carnegie Company. Those who
dwet upon the omission of the phrase
from the Securities Company charter held
that IL was not within New Jerseys province
10 confer upon one OF her corporations
power to do outside Of New jersey any
thing in conflict with the laws OF what
ever State the corporation might be acting
in. For instance, the Securities Company
desires 20 exercise the right TO vote upon
the shares OF the Minnesota railroad COM
panies which it has purchased; but this
voting cannot he done in New jersey, as
the annual meetings Of the railroad COM
panios are held In their home States, and
II has been held, by the Federal Supreme
Court, for example, that Minnesota law
forbidding consolidation Of railroad CON-
panies in that State Is valid. and that a
consolidation Of management may not be
effected there, even through the offices OF
q trustee So, IL WAS said. as Minnesota
laws would prevent this act in that State
any power to do in Minnesota things un-
lawful under the laws Of that State, IL re-
mained for the Securities Company TO
demonstrate that II could effect the purpose
for wnlcn ~ was organized.
In criticism OF it's charter one lawyer
said: 1T isn't so much what your charter
saws on its face as what IL will protect you
In, much on the principle OF Uncle George
Daniels's pass which he issued 10 bore
In usual form, but indOrsed good only on
freight carr and COW catchers
But another lawyer made light OF the
discovery that the Carnegie charter CON
tanned the qualifying phrase subject 10
local laws" which had been omitted from
A.. Garuarttias sIhaaa vNnrHs
don't amount 10 hill Of beans he said.
1T goes ~ principle 81 law without any
~ ying. that no charter gwen by one state
IL good IN any oth"r state except under
the laws ~ that other State
One crucial point according 20 general
opiniOn, In the futur. Of ia. Securities CON-
pany, N u goes ahead as planned will IL
Reached when Judicial ruling shall IL
asked an the question whether the com
pany H. dong business IN IN. States
81 the West Ia whose Laws its subsidiary
companies are subject. and "a which II
must b. ausnahls " u do business la
thO.e stAtns.
I, has t.sn said On behalf q tho oom.
psny thai u lad uo Intention 90 do buai
na.s in "a. Western States that II wouh
merely oSn the rtuck ~ tlsr Western roads
and lei the several CuInI aniss larry on
thsI own burluss Speaking q tlls
point. 0as lAUy-i sald ysstsfday that the
Stoke would w. takod suinaNilsf. and hat
the tAaatlpn ~uud shaw tl.s ownership.
and tl,At la his uIaiiiun o Naa quite Isu-silils
thai tho ouuris Nuuld bold that -uoh own
snslhp constituted 'duinE hts1Gsss' IA tl.s
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