Richmond times-dispatch. [volume] (Richmond, Va.) 1914-current, 1917-06-09
W|NCF|ELD ENTERS
: T|DEWATER OPINION
Third Member of Corporation Com.
mission Holds Act I'm
constitutional.
NCURs WITH GARRETT
Does Not Believe Public Service Cor
porations. by Mere Vote Of Stock
holders, Can Quit Business and
Leave Its Patrons Unsecured.

with the view OF Chairman Christo-
phcr B. Garnett. Of the State Corpo-
! ration Comm SSion. that the Tidewater
and Western or any other railroad cor
/ poration cannot dissolve without the
permission Of the commission. after
dae notice to the public and Al inquiry
into the facts, Commissions. j. Rich
ard WinEhcld, in separate opinion
handed down yesterday. goes step
further and holds that the act, author
izinG public service corporations to
dissolve at will. is unconstitutional
The contention of the Tidewater ana
western before the commission that il
had the right to dissolve upon the
unanimous consent OF the stockholders
OF the corporation. the function OF
the commission in issuing the certi-
,icate OF dissolution being purely min
isterial was based upon an amend
ment by the Legislature of 1906 to
section 80. chapter ;. of AN act con-
corning corporations" which provides
certain ways in which corporation
may be ipse facto dissolved
Commissioner Winghcld contends
that the object Of the amendment Is
oy section 81 of the Constitution.
makes ii void and OF no effect This
section of the States organic law
says that NO law shall embrace more
than one object. which shall be ex-
pressed in its title"
WITH INTERSTATE COMMERCE.
Mr.. Wingtield asserts further that.
| II the law is valid. construed in terms
OF the state Constitution, il clearly
| provides for interference with inter-
state commerce. and is. therefore, in
cohtrarention OF the Constitution of
the United States. He leads up Ia this
conclusion by the assertion that. Under
the provisions of the law any rail-
ROAD doing an interstate business un-
oer Virginia charter, but regulated
ny the interstate Commerce Commits
sion, could dissolve without notice bv
me simple ipse dixit OF its stock
holders.
Pertinent paragraphs from Mr.. Wing
held's opinion follow:
IN the case at bar we were asked
TO issue certificate OF dissolution of
me railroad company, TO take effect
at once. without notice and wi,ho,,
any consideration OF the interests Of
the public doing business in the terri
tory through which the railroad runs
ana without anY consideration of the
large amount OF money subscribed bv
the counties and towns for the build
ing OF this railroad. In a word The
commission was asked to countcnance
ana authorize the destruction of the
irahchise value of the property and
convert the rails and rolling stock into
scrap or junk. in order that the pri-
avowed purpose Of selling the same
at the prevailing high prices brought,
anout by the European war. into which
the United States has recently entered
WOULD APPLY LIKEWISE
TO PUBLIC SERVICE COMPANIES
II this railroad company can, by
the mere action of its stockholders
dissolve itself the Corporation Com
mission acting merely in a ministerial
capacity to enter up the record then
any other public service corporation
can SO dissolve itself. The Seaboard Air
Line Railway. or any other interstate
railroad which obtained it's charter
from Virginia. can act likewise. street
car lines operating in the different
cities of the state can do the same
All transmission companies chartered
in Virginia can do the same II is
inconccivable that the Legislature OF
1906. which adopted the so-ci,lleo
amendment to Section 80 Of CHAPTER
Y. OF the act entitled An Act Con-
corning Corporations contemplated or
intended such results.
The so-called amendment to Section
30 of chapter reverScs the whole pol
icy Of the State, and puts il in the
power of any public service corpora
ton. whether confined TO the limits of
the state or extending beyond the
Limits Of the State, without notice to
the public and without notice to the
state. TO dissolve any day il sees fit
and forthwith cease Operations. and II
is claimed that the State Corporation,
acting merely in a ministerial capac-
ity. shall al the demand of the cor
poration. write up the record and issue
the certificate of dissolution If this
be so, does not this law provide for
an interference with interstate COM
merce and therefore in conflict with
the Constitution of the United States:
HOLDS ACT UNCONSTITUTIONAL
VOID AND OF 40 EFFECT
For reasons stated. I am led to the
conclusion that the said act purportinG
to amend section 80 of Chapter " of
the Act Concerning Corporations'
which became law May 81. 1903 is
unconstitutional. void and of no eff
feet: because:
First. II it be construed in the man
ner urged upon us. the effect of it will
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