IO
THE GREEN BAG
receiver, and it cannot create a corporation tures and the Congress very much wish to for that purpose, even if the owners of the do them. property can be considered as entitled to The Union Pacific Railroad Company, cre retain forever against the legislative will the ated a corporation by Congress on July i, franchise to operate their road. 1862 (12 Stats. 489) has in its charter a Although Congress does not possess and provision in section i that the stockholders cannot exercise the power to dissolve and shall elect "by ballot not less than thirteen -extinguish railroad corporations which are directors for said corporation." The sec -chartered by the states it can, under the tion also provides as follows: "At the time power to regulate commerce among the of the first and each triennial election of several states, prohibit any railroad which directors by the stockholders two additional crosses state lines from carrying freight or directors shall be appointed by the Presi passengers across such lines except upon dent of the United States, who shall act such conditions as to the future conduct with the body of directors, and be denomi •of the railroad as Congress may prescribe; nated directors on the part of the govern so that both the states and Congress, as ment; any vacancy happening in the gov to corporations engaged in interstate com ernment directors at any time may be filled merce, have full and ample power through by the President of the United States. The laws carefully drawn to compel the corpora directors to be appointed 'by the President tions under penalty of practical destruc shall not be stockholders in the Union Pa tion to comply with the severest law which cific Railroad Company." may be passed by either state or nation. This method of introducing officers of the That these extreme powers are not likely government directly into the governing body to be exercised does not alter the substan of a corporation has great merit. Such tial and useful fact of their existence. directors can be put into every railroad cor These views are not impaired by the fact poration by the legislatures and into every that the United States Supreme Court has interstate commerce railroad by Congress; •exercised the power to declare certain rail and it may be provided that no rates of road rates fixed under state laws to be so transportation shall be fixed except with low as to be confiscatory and non-enforce the concurrence of all the government di able. (Reagan's Case, 154X1. S. 362; Moody's rectors. The telegraph companies which were Opinion.) These decisions are based upon the same idea that justifies a court in pre given by the Act of Congress of July 24, serving for the stockholders the property 1866 (14 Stats. 221) the right to construct of a corporation whose charter has been re and maintain telegraphs over any of the pealed. But if the states should provide post-roads of the United States, were sub for fixing rates exactly in the same way and jected to this provision: "that telegraphic should enact that the companies refusing communications between the several de to submit thereto should have their char partments of the government of the United ters repealed, the railroads would be help States and their officers and agents . . . less and the courts without power to give shall be sent at rates to be annually fixed relief. The same result would follow a by the Postmaster-General." They were also required to accept the pro similar law of Congress coupled with the provision that railroads refusing to obey visions of the act by section 4, as follows: should not carry freight or passengers from "That before any telegraph company shall exercise any of the powers or privileges con one state to another. There are many ways of doing things ferred by this act, such company shall file when the people and their state legisla their written acceptance with the Post
