New-York tribune., 1901-01-03
Mr.. ODELL'S MESSAGE.
Continued from page one.

necessary expenditures without a disapproval
of many OF the gross appropriation
In connection with the report Of the Control
Ter, IL may be well 10 consider the effect Of our
Incorporation laws and what bearing they have
upon the revenues OF the State, and what, If
any, legislation is required 10 hberalize and
make them more effective. That corporations
treated more literally in other States than
tn our own is well known. The additional bur-
dens placed upon domestic corporations force
capital to go to other States where more favor
able laws exist, and New-York is losing the
revenues which other States are enjoying at its
expense The total amount Of money received
from the incorporation tax during the last year
was but S3J6,1fS 61, showing that only S34,-
600 600 Of capital was organized under our laws
in that period. Many instances could be cited
where single corporations with a greater cap
ttalization than the aggregate just referred TO
have been made in other States. What renders
this condition of affairs the more unjust is that
foreign corporations transact their business and
use our State TO all practical purposes as their
main distributing point and place OF business.
II is comparatively easy for them to escape
taxation upon great amount OF capital under @
that section of the law which provides that they
shall pay only upon the amount OF capital actu-
ally employed within the State. With inadequate
means for determining that amount, upon which
honest difference Of opinion may also exist,
they pay but little if any taxes. What then
shall we do 10 make our laws more popular aIo
at the same time protect the interests of the
State and increase its revenues? While the cost
OF incorporation is greater in New-York than In
any other State. entailing larger burden upon
the corporations at their inception this is OF
but minor import and has but little bearing upon
the discrimination against New-York
without considering the restrictions as TO the
line of business or the requirement of property.
and the mOrtgaging of such properties. the
one feature of our laws which TO the average
capitalist is the most distasteful is that section
which provides that ne shall be liable for all the
debts OF the corporation individually through
failure TO make annual report, which under
a recent decision of the Court Of Appeals is held
10 include not only the floating but also the
mortgage Indebtedness Of every corporation 1T
IS right that directors should be held account
able for their action where fraud or misuse or
moneys or property is involved. When we take
into consideration. however. that the report re-
ferred TO- II necessary at ALL could be enforced
against the corporation by an action TO compei
fit, under money penalty, it would seem 10 pe
a very severe punishment that the failure TO so
file il should result in the transfer Of its full
debt 20 each and every director.
N men We coilsloeI aIso tLat .ile - tep si.sr -
not convey a correct statement of the condition
of the company, and therefore of no benefit
either to the State or to the companys stock
holders. IL would seem desirable as matter OF
right. that this provision should be repealed.
The references made above. together with
those TO the limitation 20 debt, which do not
now. under our law, extend to railroads, and
other minor details. we might well regard with
favorable consideration because they would do
much TO remove the Objectionable features which
now surround our corporation laws.
This subject is recommended TO your careful
consideration. with the hope that the present
Legislature will not adjourn without having
enacted amendments which will liberalize and
make more popular our corporation laws we
should exercise the same supervision over for
cign corporations who seek TO do business With
in our State as over our own. and they should
he subject TO the same limitations Many com
plaints now made against large combinations OF
capital are Just. but. owing TO our lack of juris
diction. unable TO control, and therefore
no law be framed which will reach foreign
corporations effectively. Even though we deny
their right to file certificates, the greatest PEN
atty is the Withholding OF the right TO use our
courts. and this in effect, is but a slight en-
haTrassment. he United States Curt can
he used for the same purpose. Liberal laws.
therefore, which will accord the same rights as
Civ
their powers, and the safeguarding of the peo-
MES interest viii accomplish much more than
defamation against corporations, and will at
the same time aid us by relieving the burdens
Of taxation upon the homes of those who can III
afford to bear them.
The abuses which have grown UP under the
3 attorney system such as to call for correc-
fion- There are: perhaps instances where the
services Of special attorneys may De 9ustlneo,
but in most cases the work performed by them
should be left to the legal department of the
State. I direct the attention Of the Legislature
specifically 10 the law governing attorneys for
the Lunacy Commission, and for the Forest
Preserve Board A great amount of money has
been expended in the past for such services, and
II il is possible to save these expenditures with
out detriment TO the State il should be done. A
WINGED can be avoided without any serious en-
harrassnaent following. This recommendation
is made with the belief that you VIII give 10 1T
the attention which its importance deserves.
COMMISSIONS.
One Of the most important matters 10 which
the attention of the Legislature should be given
IS the possibility OF consolidating aboiishing
many of the commissions which have been here
fofore created for the care, supervision and con-
troll Of the various interests Of the State. Many
of these have outgrown their usefulness Legis-
1atiCn ina recent years has enlarged and In many
cases duplicated the work. until their many
officials, with the accompanying salaries, ex-
penses and other incidental outlaws. have grown
10 proportions inconsistent with due regard 10
the interests of the taxpayers. In this connec-
fion yoar attention is called to the amount
appropriated by the last Legislature for the
e-a-. and o+fio n fhcSt.
various commissions.
The Board of Mediation and Arbitration re-
ceiYed an appropriation of s1i,seo for salaries
and Office expenses The Bureau Of Labor Sta
fisiics received appropriation Of s329i2 The
an appropriation of S121.551, making total
sPas2atSa'0" sisa 2as. i0' ''''s ''''S
There are nearly as many employed in
the Factory Inspectors office as in the enforce
ment OF the Excise laws 1t would seem that
the State might be readily divided into inspec-
fion districts. with much better results than
are obtainable under the present system, and in
addition 10 the duties now performed the In
specfOrs could at the same time collect the
labor statistics, and the necessity for separate
set Of men. going over the same ground
and duplicating the work. might thus be avoid
ed Factory inspectors, in the course OF their
inspection become familiar with the questions
arising between employer and empoye, ana
1hesr reports could furnish great deal of the
information that is needed for the proper con-
sideration OF the relations existing between
them. II this be 50. IL would seem that by a
consolidation OF these three departments into
one 10 he known as the Department OF Labor,
,he work done 10y each of the present depart
rnents could be more efficiently performed ana
az a very much less expense than is now posi-
HE 10 this Department OF Labor should be
created with a deputy in charge Of each Of The
three branches heretofore conducted separately.
a rrovisfon could be made by which q Board
az Mediation and Arbitration might be selected
from those connected with the Department. end
q large saving OF salaries and office expenses