Year: 1877

| laid on the table and ordered to be printed,
and reads as follows:


COMMONWEALTH OF VIRGINIA,)


GOVERNORS OFFICE,


RICHMOND, March 90, 1917


To the Honorable the Senate return,
without my approval, to the house in which
it originated, Senate bill No. %, entitled
"An act to authorize the James River and
Kanawha Company to lease out their prop
erty, works, and franchises for term OF
twenty years, upon conditions which will
secure the extension OF its water line to q
point on the Chesapeake and Ohio railroad
at Clifton Forge"


1t is nv firm conviction that the bill is
unconstitutional, and that its operation
would bring disaster on the Commonwealth.


The third section Of the bill impresses me
as unconstitutional in every one OF its essen.
tial features. 1t provides first that if the
stockholders Of the James River and ka-
nawha Company shall agree to the lease,
"they shall then proceed to vote upon the
question whether they will, during the
term of the lease, continue the office OF en-.
gineer or not" BY what authority does
the Legislature undertake to direct the
stockholders OF an incorporated company
as to what they shall do!


| lie SlAiE 40 a SloChtplLDCh.


The State, by becoming stockholdcr,
simply occupies the position of any private
individual clothed with the same interest.
II it cannot direct and control the stock
holders in other chartered companies it has
no more power to control this, except indi-
rcctly by inStructing its proxies as to their
votes. But it may be said that, inasmuch as
the State in point Of fact owns a maj ority OF
the stock, the purpose of the Legislature
might have been effected by an instruction
to the Board OF Public Works to appoint
proxies who would accomplish the desired
end, and that this objection to the bill is
misunderstanding to its form rather than
to its substance. But, however this may
be, the. provisions which follow involve
constitutional objections which, in my opin-
ion, are clear and unmistakable. The sec
ton provides that "should the stockholders
elect to discontinue the Office of engineer
of the company it shall be the duty OF
the Board OF Public Works to appoint O
skilled engineer as canal commissioner,
who, under the authority of said Board,
shall have general charge and supervision
of the affairs OF the company and OF the
work of the leSsees." That
he shall superintend the construction
Of the works hereinafter provided for,
and that sit shall he the
duty Of the Board of Public Works to as
sumo the general superintendence and di-
rection of the work OF extending the canal ;
have the custody of the bonds OF the James
River and Kanawha Company to be issued
, in payment for SAID work, and upon inspec.
ton and approval Of the monthly estimates
to deliver the bonds to which the lessees
shall be entitled. reserving such as are under
this act to be withheld either for the State
OF Virginia or as security to the company
make the settlement with the lessees re-
quired by this act; see to the payment by
said lessees OF the different sums OF money
payable by them, and to the objects set
forth in this act" &c. In other words, the
Board of Public Works is to elect the officer
to be charged with the general management
Of the affairs Of the company. The Board
, OF Public Works is to assume the genera
) suDerintendence Of the work of extending
the canal; to be constituted the custodian
of the bonds OF the company; to make set
Elements for it; to pay out its bonds to par
: ties who have contracted with it, and to re-
, tain in its possession the bonds remaining as
security to the company. The charter Of the
James River and KanaWha Company makes
} its president and directors its executive OF
ticers they are charged with its superin
tendence and control, with the custody Of
, its property, and with direct and faithful
attention to the management and settlement
of its affairs. Every individual stockholdcl
is entitled to the benefit OF this charter
which was the measure of his rights wher
he entered into the contract. No law, ne
determination of q majority, however large
it might be, even in u meeting of stockhold
ers, can deprive him OF his right to demant
that this trust shall be executed by tht
| agencies organized and provided by thu
charter, and not by the agents OF any one
or more of the stockholders.


The State is one Of the stockholders. The
Board of Public Works, the agent Of th'
State, is constituted by this section to be il
point of fact the president and board O
directors OF the James River and Kanawh;
Company, and is charged with doing every
thing except to pay its matured obligations
which single duty is left to the nominal pre-
sident and directors, but without the mean
of performing it. This section thus under
| takes to alter the very framework OF tn
I charter and in effect destroys the origina
autonomy OF the James River and Kanawh
, Company.


| FREE TRANSPORTATION.


The same section provides that the cana
commissioner shall be transported free OF
any boat navigating the canal. Many o
the boats are said to be private property
, bound by contracts with the company t.
carry passengers at fixed rates OF toll. !
is difficult to see upon what principle tn
Legislature can require the owners OF an.
boat navigating this "opel highway" t.
: transport free OF charge an officer OF tn
5 State.


: The eleventh section OF the bill provide
that no court shall have Jurisdiction t.
, grant relief against any forfeiture incurrei
under the lease, and declares that the poWe
to grant such relief shall reside in the Gen
eraI Assembly. II it was the purpose o
this section to take from the courts iuris
diction of the question Of forfeiture and t
L. transfer it to the Legislature, then it i
clearly an


ISFRACTIoN OF THE SESOED ARTICLE OF TIL


CONSTITUTION OF VIRGINIA.
The 10th section of the bill expressly re
peals and annuls specified powers OF Ger
tam other incorporated and organized com
panies. In view of the explicit language
OF this section, I am forbidden to doub
that chartered rights have resulted from
the acts incorporating those companies
The very terms OF the 10th section neces
state the conclusion that vested right:
haye accrued and still exist by virtue o.
those acts. The clause repeating them con
cedes and establishes the existence OF the
rights attempted to be repealed. learn
from the face OF the bill that it is necessary
to get rid Of those vested rights IN order te
clear the way for an unobstrueted lease o.
the James River and kanawha canal.


The question whether chartered rights
IL. L hcffU