REPORT OF THE COMMITTEE ON PURITY OF ARTICLES OF COMMERCE. To the President and Members of the Conference of Commissioners on Uniform State Laws: Your Committee on Purity of Articles of Commerce would respectfully report: At the Thirteenth National Conference of the Commissioners, held at Hot Springs, Virginia, the committee presented a report, which recommended that, "In view of the present status of the legislation before the national legislature, your committee would recommend that action by the Conference of Commissioners be delayed until its convention in the year 1904." "This report was accepted by the Conference." Your committee learns that the national House of Representatives passed what is known as the Hepburn Pure Food Bill on January 20, 1904, on a rising vote of 201 to 68, its opponents being unable to secure a roll call on the bill. At the time of adjournment the bill was pending in the national Senate. An amendment to the bill, as heretofore reported to this Conference, was made, inserting the word "wilful" with reference to persons who sell adulterated or misbranded goods, and which would have compelled the government to prove an intention to violate the law by the venders, but later this amendment was stricken out. Other efforts to change materially the text of the bill were defeated. "The bill fixes the standards of foods and drugs as to their purity, strength and character, and defines what shall be considered adulterations or misbranding of foods and drugs. It also prohibits interstate commerce in or importation or exportation of such misbranded or adulterated articles. "It is proposed to enlarge the scope of the Bureau of Chemistry to include the Bureau of Foods, and impose upon it the duty of performing all chemical work for the other legislative departments. This bureau will be charged with the duty of inspecting food and drug products which belong to interstate or foreign commerce. The Secretary of Agriculture is given authority to employ such chemists, inspectors, clerks and laborers as may be necessary for the enforcement of the act. "One section of the bill provides penalties for the introduction of adulterated or misbranded foods or drugs, and another section requires the Secretary of Agriculture to prescribe rules and regulations to govern the Director of the Bureau of Chemistry and Foods in examinations of articles required to be inspected under the law. "Violations of the law shall be reported by the Secretary of Agriculture to the proper district attorney of the United States, who is directed to cause proceedings to be prosecuted without delay." While it is a serious question whether the Conference of Commissioners "should directly or indirectly pass any resolution endorsing national legislation or consume much time in the discussion of such a resolution," there surely can be "no objection to discussing national legislation. Each state can have a pure food law in reference to state commerce, and the national Congress can enact a pure food law regulating interstate commerce." Your committee would strongly recommend the preparation of a statute regulating purity of foods, as "an example to be adopted by all of the states of the union, so as to have a uniform pure food law." A perusal of the daily papers shows an increase of interest in the subject of pure food laws, and a vigorous prosecution by state officials of offenders against existing laws in different sections of the country. There can be no doubt that this country needs uniformity of food laws. The existing conditions in the present state food laws have been justly termed "chaotic." An examination of their provisions in regard to dairy products alone will justify this criticism. Attention has been called again and again to "our confusing food laws," and the necessity of uniformity in legislation in the several states, but in view of the present status of the legislation before the national legislature, and your committee believing that the present attention of the Conference should be given to the "perfecting of the sales code," as announced by President Eaton in his circular notice of August 5, 1904, your committee repeats its recommendation to the last Conference, viz.: "that action by this Conference of Commissioners shall be delayed until its convention in the year 1905." Respectfully submitted by WILLIAM H. STAAKE, Chairman, FRANCIS B. JAMES, WALTER S. LOGAN. REPORT OF THE COMMITTEE ON UNIFORM INCORPORATION LAW. To the Conference of Commissioners on Uniform State Laws: Your Committee on Uniform Incorporation Law respectfully report: THE EVILS Of the PreseNT SYSTEM. Each state and territory, and the District of Columbia, has a corporation law of its own. Each prescribes a different method for the formation of a corporation; gives to the corporation thus formed different powers; imposes different responsibilities upon the corporation itself, and upon its officers and stockholders; prescribes different remedies against it, and provides for a different method of winding up its affairs in case of dissolution. Each state and territory, and the District of Columbia, extends to corporations formed in other states a different degree of welcome or unwelcome when they seek to do business within its borders. They impose different conditions preliminary to the right to transact such business, different responsibilities in connection with the business, and a different rate of tax therefor. A company of men desiring to do business of any kind in the State of New York and to incorporate themselves for that purpose, first consult their lawyer on the subject of incorporation and pay him his retaining fee. He examines—if he is not already familiar with the subject—the corporation laws of all the states and territories in the United States to find out where he can incorporate his clients and give them the greatest advantages from such incorporation. He has to consider 1. The cost of incorporation and the preliminary license tax in connection therewith; 2. Annual license taxes thereafter; 3. The extent of the power which will be vested in the corporation; 4. The responsibility of the incorporators; 5. The ability of the corporation to do business in different states, and 6. Last, but not least, what laws will protect the business of his clients best from the curiosity of their rivals and the scrutiny of public officials. The different states and territories, not omitting the District of Columbia, compete for the business. In return for a certain amount to be paid them preliminarily and annually in the way of taxes, they offer the largest possible amount of freedom from scrutiny and control. Distance from their corporation home is not always an objection to the incorporators. They can do the necessary communication with the authorities of the state or territory where they incorporate through the mails, and a two-cent postage stamp will cover a multitude of sins. The farther away they are from their corporation home often the better, for the more secure they are from attack through the courts of the state or territory which gives them birth. So it is that corporations doing business in Boston and New York are wont to incorporate under the laws of Delaware or West Virginia or Nevada or Arizona, and if anyone has a grievance the courts of these distant states and territories may be open to them, but the prospect of a litigation three thousand miles from home is not alluring to the man who has rights to enforce. If a Nevada corporation has to do business in New York of such a nature that it is likely to be caught at it, it must conform to the New York law as to foreign corporations doing business within its limits, and the courts and public authorities of New York have more or less jurisdiction and power of scrutiny over the foreign corporation, but they are far from having practically the same power or authority over it that they have over a domestic corporation. They cannot dissolve it. They cannot prevent its mov |