The Ordway new era., 1905-04-28
BILL CONSTITUTIONAL
ATTORNEY GENERALS OPINION.
House Bill 17s. Known a. Railroad
Merger Bill, Held Not to Be In vio-

stitutional by Attorney General Miller
In an opinion which went to Governor
Mcdonald late last evening. The gov
ernor Will probably take some action
on the bill today.
After quoting the full text of the bill
General Miller's opinion runs:
When the constitutionality II Les.
gislatIve act is attacked In court by an
appropriate proceeding the rule OF con
struction is laid down by Judge Cooley
to be rs follows:
1t. has been said by an eminent
jurist that when courts are called upon
10 pronounce the invalidity OF an act
Of legislation. passed with all the forms
and ceremonies requisite to give 1t the
force OF law. they will approach the
question with great caution, examin-
ing II in every possible aspest, and
ponder upon II as long as deliberation
and patient attention can throw any
new light upon the subject and never
declare a statute void unless the nullity
and invalidity OF the act are placed. In
their judgment. beyond reasonable
doubt. A reasonable doubt must be
solved In favor OF the legislative action
and the act be sustained
Section 2 Of the bill reads as fol-
lows:
This act shall not be construed
to permit any railroad company to
purchase or lease any parallel and
competing line situated within the
state.
Our constitution provides as follows
In section 5. article XIV:
mo railroad corporation nor the
lessees or managers thereof shall con-
solidate its stock. property or fran
oh loo psIf a,tss .,sI I.,
tlon owning or having under Its control
n parallel or competing line
In my judgment this provision VI
the constitution is to be given the
brondest and most comprehensive in
depreciation. with view OF prohibiting
the merging of railroads which are at
all competing.
II believe the principle is well set.
tied that section Is mere surplusase.
and that the constitution governs.
Frost VS.. Pheiffer. &c Colo. 33S.
1T Is claimed that the bill violates
the following provision of the crnsti
tuition: The General Assembly shall
not pass local or special laws In any OF
the following enumerated cases. that Ia
to say etc. Colorado Constitution.
Art ". Sec. 25.
The first objection raised under
these two provisions is that the bill
authorizes the issuance of stock by
special law and not by general law ap-
plicable TO all railroads under all cir
cumstances. Magoun VS.. Illinois Tr.
& S. b.. 10 U. S. 2S3; Kentucky Rail-
road Tax Cases. 115 U. S. 32l, 337:
Billings VS.. Illinois, 1SS U. S. 81.
Generally 1t has been held that n
statute which only requires the same
means and methods to be applied i'm
Partially to all constituents of a class.
so that the law shall operate equally
and uniformly upon all persons under
similar circumstances is not obnoxious
to these constitutional provisions.
1T would not be unconstitutional to
pass law in the state of Colorado
which applies to cities of more than
100000 in population, when 1t is well
known at the time of the passage of
the law that there was only one city
in the state to which 1t could be appli.
cable.
"The second objection raised to the
bill, under section aforesaid. is that
the issuance of stock in exchange for
stock is in violation of the provision
which limits the issuance of stock to
for labor done, services performed or
property actually received and de-
clares that all fictitious increase OF
stock shall be void Our Legislature
has declared: The shares of stock
shall not be less than one dollar nor
more than one hundred dollars each.
and shall be deemed personal prop
erty.' Sec. 4S0, M. A. s.
while this statute relates to cor
porations generally, yet. If a share of
stock in mercantile company or a
mining company is property, then, of
chor pf OF in ruf n
company is property. and, therefore,
the issuance of one share Of stock to
another is the issuance of stock for
property.
at is also claimed that the bill vio-
lates section 81 Of article v. of the
constitution. This provision concerns
the titles of bills and prohibits the IT,
tie from containing more than one sub
ject. 1t was claimed in the oral argu-
ment that the expression any corpora
ton intended more than railroad and
transportation companies, However.
IL we read each sentence In which the
expression any corporation occurs, We
find that 1t Is followed by words which |
in each case restrict it's application to |
railroad companies. The use of the ex-
preston other line of railroad in the |
last paragraph of this section shows |
clearly that only railroads are under
consideration.
"Section 9, article XIV. further pro-
vides that the stock of corporations
shall not be increased except in pur-
suance OF general law, nor without the
consent Of the persons holding ma
jority of the stock first obtained at
meeting held after at least thirty days
notice, given in pursuance Of law.
"This constitutional provision must
govern when any corporation under
takes to increase its stock. A reading
Of the final provision Of this bill relat-
ing 20 the increase Of stock fails to dis
calling the meeting or the amount Of |