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DECEASED MEMBERS SINCE RE-ORGANIZATION IN 1900.
1900—Samuel W. Williams. 1900—John A. Williams.. 1901—Sterling R. Cockrill. 1901—Robert B. Williams. 1901—John D. Kimball. 1903—Francis Johnson. 1903–0. W. Watkins. 1904—George E. Dodge.. 1904-L. C. Balch.... 1904–J. E. Gatewood. 1905-Joseph W. Martin. 1905–Arthur Neill. 1905–S. S. Wassel.. 1905–Thomas Boles. 1905–Thomas Orr... 1905–X. J. Pindall. 1906_Simon H. Hughes.. 1906–H. R. Morrison.. 1906–J. M. Montgomery. 1907–James E. Riddick. 1907—W. S. McCain... 1907—Thomas B. Martin. 1907–George W. Williams. 1907–H. P. Smead.... 1908-Jas. K. Jones. 1908-Jas. K. Barnes. 1908-Geo. K. Cracraft. 1908–Henry G. Bunn.. 1908–0. D. Scott... 1908-E. W. Winfield..
.Readland El Dorado
Texarkana .Little Rock
THE DEVELOPMENT OF THE LAW OF PRIVATE COR
PORATIONS IN THIS COUNTRY.
BY JOHN M. MOORE, LITTLE ROCK. To describe the development of the modern corporation would involve a history of the wonderful expansion of the industrial, financial and business interests of this country.
Corporations have become the most important agency in the conduct and control of the great and growing business of the country. The development and marketing of the natural resources of the country, the application of inventions to practical uses, the discovery and adaptation of new forces of nature to the uses of man, the great industrial and manufacturing processes and output, the carrying trade, by land and water, the financial agencies and commercial business of the country, are largely conducted and controlled by combinations of capital through corporate operations. In England, prior to the American Revolution, the right to exercise the corporate franchise was derived from the crown, it being a branch of the royal prerogative, and was in all cases conferred by special grant. After the organization of the American States, the powers of the crown devolved upon the legislative bodies of the several States.
The first great question that arose concerning corporate franchises in this country came before the Supreme Court of the United States in the Dartmouth College case, decided at the February term, 1819, of that court. It arose under the provision of Section 10, Article 1, of the Constitution of the United States, providing that no State shall pass any law impairing the obligation of contracts. The charter creating the corporation was granted by George III, in 1767. In 1816 the Legislature of the State of New Hampshire passed two acts amending the charter of the corporation and materially changing its organization. The primary question was whether the charter granted by the King of England constituted a contract within the meaning of the provision of the Constitution of the United States, and whether rights acquired by grant under the crown or Parliament of England were within the meaning of said provision. The court held that by the Revolution the duties as well as the powers of government devolved on the people of the States; that all contracts and rights respecting property remained unchanged by the Revolution, and the obligations which were created by the charter of Dartmouth College were the same in the new that they had been in the old government, and the powers of the government were also the same. That a repeal of the charter at any time prior to the adoption of the Constitution of the United States would have been an extraordinary and unprecedented act of power, but one which could have been contested only by the restrictions upon the Legislature to be found in the Constitution of the State, but the Constitution of the United States interposed the limitation that the Legislature of the State should pass no act "impairing the obligation of contracts,” and that the charter was a contract, the obligation of which could not be impaired without violating that provision.
The principle established by the ruling in the Dartmouth College case has been constantly adhered to, and has perhaps been applied to a greater variety of cases in which corporations were parties than any other ruling of the court, owing to the great increase of corporations and the variety of the business and interests controlled by them.
Under it every valuable privilege granted to a corporation by its charter and all property rights secured by it, are inviolate in the absence of the reservation of the power of repeal or alteration.
A case of historic interest arose at an early day in the history of this State, and was removed to the Supreme Court of the United States and disposed of under the contract clause of the Constitution. The Bank of the State of Arkansas was incorporated at the first session of the Legislature (1836), with the usual banking powers of discount, deposit and circulation. The capital stock was raised by the sale of State bonds and other sums paid in by the State, and the State was the sole stockholder. The bank was required by its charter to keep on hand at all times enough specie to pay its bills on demand. It became insolvent, and in 1843 an act was passed by the Legislature to liquidate and settle its affairs. The corporate existence of the bank was continued and the management of its affairs was placed in the hands of a financial receiver and attorney. Provision was made by that and subsequent enactments by which the capital was appropriated to the State. A judgment creditor of the bank filed his bill in equity in the State court to have the judgment satisfied out of the assets of the bank that had passed into the custody of the State. The State was made a defendant with the receiver and attorney of the bank. The case came to the Supreme Court of the State, and is reported in 12 Ark., under the style of Curran v. State of Arkansas. It was contended that the liquidation acts were in violation of the charter of the bank and impaired the obligation of the contract of the State with its creditors. The Supreme Court of this State sustained the validity of the statutes by distinguishing between a corporation created to be employed in the administration of the government, or where the whole funds of the institution are public funds, and those corporations through which the Legislature seeks to accomplish some public purpose by the instrumentality of a second party, who is to advance money, labor or property, holding that in the first case the corporation is within the control of the Legislature; that it has the power to dissolve it, and its assets, upon dissolution, follow the course of the common law, its real estate reverting to the original grantor and its personal property vesting in the State, and that the debts owing by it are extinguished; that all persons dealing with the bank were presumed to contract in reference to the law in force at the time it was incorporated, and all contingencies growing out of regulation in the exercise of the legislative power. The case was removed to the Supreme Court of the United States on writ of error, and is reported in 15 How. 305.
That court reversed the ruling of the Supreme Court of this State, holding that the bank "was a distinct trading corporation, having a complete, separate existence, and able to enter into valid contracts binding itself alone and having a specific capital stock provided, and held out to the public as a means to pay its debts. The obligations of its contracts, the funds provided for their performance and the equitable rights of its creditors were in no way affected by the fact that a sovereign State paid in its capital and consequently became entitled to its profits. *