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has been claimed as to the effect of these provisions, stock dividends will become valid by the shareholders' acceptance of the shares issued under them. It is true that the doctrine of estoppel may prevent the questioning of corporate contracts when fully executed, but it can never render that a valid contract which the law distinctly prohibits, and declares shall be illegal and void. Such is the case in these restraining provisions. The unanimous consent of all the stockholders cannot extend the powers of the corporation, nor render that legal and binding which the laws governing and forming part of their charter in terms declare illegal and void. To hold otherwise would be to defeat all attempts to control corporations, and enable them to overcome every obnoxious restraint. An increase of stock by way of stock dividends would be void in its inception, and cannot be made valid by any rule of law or doctrine of estoppel.

With the effect of this construction upon stock which may have been issued contrary to these provisions, this discussion has nothing to do. Should such a question ever arise it must be decided upon the facts and the law. Neither is it within its limits to discuss the manner and mode of accomplishing the end aimed at in stock dividends. Its purpose has ended with the examination of the constitutional and statutory restraints of these dividends.




The Prevention of Defective and Slipshod Legislation. Who better than the members of the American Bar Association are qualified to draw attention to the evils of prevailing legislative methods, to judge of the efficacy of, and, if persuaded of its feasibility, to promote the remedy? You are the legislative draughtsmen; you interpret as lawyers the meaning of the statutes; and, as judges, decide upon their conformity to the constitutions of the states and of the union.

Whether the description I shall give of the way in which a law comes into existence applies to the conditions prevailing in his state, each one of my hearers can determine for himself. I shall take, as typical, the state of New York, assuming that like conditions (differing only in degree) prevail in sister states.

The legislative body of the state of New York meets on the first Monday of January in each year, to sit as long as the patience and interests of the majority may determine, the session varying from four to six months. The lower house is elected annually. A large proportion of the members come, therefore, to each session without any legislative experience whatever; and every second year this is equally true of the upper house. Prior to meeting, no consultation is had among the members as to the course to be pursued with reference to public legislation, nor are laws prepared in advance by any authoritative or responsible portion of the law-makers. I leave out of sight conclaves of politicians with legislators, to commit them to some course affecting personal interests, involved in legislation to be proposed during the session. The first few days of the session are occupied with the election of speaker and with the more or less disgraceful scrambles for positions on committees by members in the interests of powerful corporations or political combinations. The railway agents are active in throwing their influence or disbursing their moneys in favor of a candidate for speaker who will appoint the railway committee in their interests; the insurance companies' agents are not disinterested spectators in this contest, and are anxious to secure committees not adverse to them. The juntas of municipal politicians in power, and those who desire to be so, are willing to support this or that politician for the position of speaker, dependent upon his pledge to appoint members on the committee of cities. Thus combined and corporate interests, which should engage the watchful and jealous eye of government, and against whose power for evil it is the province of the Legislature to protect the community, are generally the most active during the earliest days of the legislative session to secure advantages of position, so as to prevent unfriendly action or secure favorable measures during the progress of the session. The result of this contest is that, to some degree, varying from year to year as to extent, sinister elements control or influence the composition of the cominittees, and these courts of preliminary inquiry for legislative action are either packed or made impotent or baneful, by the interjection of members whose action upon a large body of legislation is determined or pledged in advance of the session. In many individual cases, that action is already determined upon before this contest takes place; indeed, as preliminary to candidature; but as this condition of things belongs rather to the domain of representation than to that of legislation, I can pass it by.

The speaker elected, and committees formed, bills are then, in rapid succession, presented by individual legislators, are read by their titles, and referred to their appropriate committees. They are generally bills which have been placed in the hands of these legislators to give to some one man or body of men some advantage over his fellows, or through the instrumentality of the law to exonerate some man or body of men from the burden or pressure of the general law, or to give to some locality the right or privilege to do or refrain from doing something which either the law forbids or requires to be done. Here and there a general bill is offered, intended for the general public good. But the majority of the bills, which find their way to the speaker's desk, and are by him referred to the respective committees, do not belong to the latter class. These bills are not prepared by the individual legislators themselves, who are frequently ignorant of the contents of the measures they propose, but by lawyers who are privately retained for the special interests behind the bill, and who-naturally zealous to serve a client and incorporate in the bill all that may be of service to him or it-are little mindful of the consequences, in the event of its passage, of such a bill on the general body of the law. That legislation so conceived and so promoted requires the most jealous watchfulness at the hands of a body of impartial and scientifically educated legislators would appear to be self-evident. Instead of this, however, but few of the members are experienced lawyers, and the methods of legislation fail to aid them in sifting bills thus proposed and promoted, but, on the contrary, the existing machinery is an aid to bad, and an impediment to good, law-making. When a corrupt or ignorant judge renders an erroneous or perverse judgment, he wrongfully transfers property from but one individual to another, and the direct pecuniary mischief is probably ended with that single case. In the case of legislation, the consequences are much more far reaching. The damage created by a bad law applies to hundreds of cases, and is incalculable in extent.

Prof. Walker, in his recent work on Political Economy, says of the evil effects of a few lines in the English Poor Law (22, George III.):

“Such may be the effects of a foolish law. The legislator may think it hard that his power for good is so closely restricted; but he has no reason to complain of any limits upon his power of evil.

of evil. On the contrary, it would almost seem that there could be no nation, or any race of men which a few laws respecting industry, trade and finance, passed by country squires or labor demagogues, in defiance of economic principles, could not transform within a half generation into a nation of beasts.”

The nisi prius trial machinery of the common law, which is given as an aid to a judge in the formation of a sound judgment and to prevent injustice, should characterize the procedure of the law-making body so as to prevent them from committing the more serious injuries arising from the greater consequence of their acts.

Yet, how far short of this procedure is the practice of the legislature, even during the earlier period of the legislative session! The committees give some degree of consideration to the bills which come before them; they read them; appoint a day for argument by giving notice to the advocates of the bill, and if, by any happy accident, adversaries to the bill know that a measure is pending which effects them injuriously, they also have a chance to be heard. At such hearing, assertions are made in favor and against the bill.

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