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REMARKS OF MR. BARNES.

etc., open to public inspection? It is idle to propose such a thing when its accomplishment is entirely out of the question. There, too, are the MR. BARNES. Mr. Chairman : One word more. This section has foreign insurance companies of England, Scotland, Germany, France, in it more than is contemplated by the gentleman from Los Angeles, and the countries of the world over, as also of the other States of the General Howard. It requires now as it stands that every corporation Union, that have their offices and agencies here, engaged in the business shall maintain an uffice in this State for the transaction of business, of insuring property for the benefit of our people. Would you require where transfers of stock shall be made, and that books for that purpose them to keep their records here, with all the information required by an shall be kept, and in those books, which shall be open to public inspecexact compliance with this proposed section. It could not be done, and tion, shall be kept all the dealings of the corporation. I would call' his the result would be to drive all those companies from us, to the great attention to this, that the only object we have in requiring books to be injury of our people. It is an accommodation to our people to have the kept is to show who are stockholders, in order that the creditors of the benefit of foreign insurance companies. An extensive conflagration in company may know to whom he has to look, and that is all of it. It is the City of San Francisco alone would destroy every local insurance not as a matter of general information. This article does not come under company of this state. As was the case in Chicago, not one would sur

the personal liability clause, as claimed by the gentleman from Nevada, vive a great conflagration. There is not sufficient capital invested in Mr. Cross. In England they have no such thing as personal liability, that business in this State to protect our property. Without the protec- and there is only a corporatė liability. You cannot hold the stockholdtion of the foreign insurance companies and their capital, would our ers liable because an agent comes here to do business. They have no people be secure against loss by fire? Every one will concede the for- such provision as that. They have a limited liability Act, where the eign companies are a benefit to all who wish to effect insurance, and to liability of the stock holder is prescribed in a certain way, not like ours. «rive them from us, by onerous provisions like this, would only be doing But it does not impair the security of the one who deals with the cominjury to our own people.

pany. It requires that they shall transfer their stock. They might do it As I have stated, these foreign companies, whether incorporated in and nobody know it. It is a useless change that accomplishes no earthly Europe, or in New York, or Pennsylvania, or in any other sister State, good to anybody. If it could be pointed out to us what good it could do, doing business here, are beneficial. No one is compelled to do business it would be all well enough. The gentleman from Los Angeles says we with them unless he chooses to do so. If they have offices here he can go have a right to know if the company is solvent. Well, sir, I appeal to either to them, or to our home offices for information, and effect his any sensible man if the list of stockholders of the Liverpool, London insurance according to his own judgment. I have no interest in any and Globe Insurance Company were published, what man on the foreign insurance company, and I have no more interest in this matter face of the earth-or this part of the earth-would know whether they than any other citizen; but every business man will tell you that if this were solvent or not? Who would know, and how would they know? provision is adopted in the Constitution, it will necessarily drive from They would be names we never have heard of. We would not know our borders all insurance companies not in orporated in this state. This them, and no living man in the State of California would be able to tell would be a calamity. They could not comply with the conditions pro- whether they were solvent or not. Print the names of London direcposed in this provision. They could not bring their books and records tors, and who among us would be any wiser than before? We know here for our inspection. A similar provision, so far as my knowledge our neighbors in this state—whether they are good or not, or we think extends, is not contained in the Constitution of any other State. Our we do--though sometimes we get badly fooled on that. But I say it Constitution should be framed in the interest of our people, and for our can be of no assistance to require a list of the directors in Londou, and people, and their government. If we attempt to give to its provisions a list of the stockholders in London, and a list of the transfers. Every extra territorial force, as in this proposed section, our action would not time a man bought or sold a share of stock, it would have to be shown on be justified by any pressure of public sentiment. I have heard of no the transfer books in the San Francisco office. All the transfers that complaints against the foreign insurance companies doing business in take place on Change in London, or Liverpool, or Hamburg, or Paris, this State. On the contrary, our people have relied upon them for pro- would have to be noted on the agents' books here. Every time a stocktection in consequence of the inadequate security afforded by our home holder dies in any of the great cities, the records of his estate mus: be companies. Suppose the European companies, and those of New York, forwarded here, in order that we may know who the administrator sold the New England States, etc., should be driven out of business here, his stock to, and when we find out we know just as much as we did would our people feel equally safe with the sole protection of our home before, and no more. Now, what sense is there in it? The effect of it, companies? The proposition is too apparent to admit of argument. as Judge Hager has said, will be to drive this desirable class of business

This proposed section should be made to apply only to our home com- men out of the State. As a matter of common sense this provision panies, organized and doing business under the laws of this State. I should be confined to the creatures of our own laws. will favor any provision making our home corporations subordinate to THE CHAIRMAN. The question is on the amendment offered by the our laws, but I am unwilling to place in the Constitution an imperative gentleman from Stanislaus, Mr. Schell. provision which will prevent any foreign corporation from doing business in this State, and from the evil effects of which we cannot be

REMARKS OF MR. CASSERLY. relieved by future legislation.

MR. CASSERLY. Mr. Chairman: I am one of those who believe it is the duty of corporations to exhibit their books when persons-stockholders, creditors, or otherwise, whoever may have an interest in them

desire to inspect them. And if this section was not so strict I would MR. HOWARD, of Los Angeles. Mr. Chairman: I think I may be very willing to vote for it. It seems to me as it stands to be an point my friend to the example of a certain Governor of Rhode Island. obstruction to the transaction of business by the old corporations. The who never spoke unless he had something to say, and always left off gentleman from Solano, I think, touched the point when he urged as an when he had done. Now, I disagree with him on this proposition objection that any number of people, at any hour in the day, or under altogether. These foreign corporations do not transact business here for any circumstances, would have a right to go to the office of a corporation the purpose of accommodating our people, they come here for the pur- and obstruct the business of the company, get in the way of the clerks, pose of making money--nothing else. "Now why treat them any better out of mere idle curiosity, having no interest in the affairs of the comthan our own corporations? Why should they have any immunities pany whatever. But the real difficulty is with malicious persons, interwhich our home corporations do not possess ? The object of this pro- ested in the business of other parties, or employed by them, who would vision is obvious; that the public may know who the parties are that congregate and spy upon the books to the great detriment of the business. they are dealing with; that they may know whether or not the corpora- Now, sir, I have no particular admiration for corporations. I was tion is solvent, and that we may have some security for the business of brought up in a political school that instilled into me a wholesome the country. Why foreign corporations should not be compelled to give jealousy of corporations, and I have it to-day; it is bred in my bones, that information I do not know

and I suppose I shall retain that jealousy until I die. I am fearful of MR. HAGER. We might require them, for instance, to deposit insur- these enormous aggregations of wealth and power which accompany ance money in order to do business.

modern corporations. But, sir, where is the sense, where is the judg. Mr. HOWARD. That does not go at all to the question we are dis- ment in our clamoring against foreign corporations? Some gentlemen cussing. Not at all. It affects it in nowise. Now it may be important have said that they should not stand on any better basis than our own to us to have foreign insurance companies here. But it is not important corporations. I do not know that they should; neither should they be to have those here who are not solvent, who are not trustworthy, who discriminated against, for they certainly serve a very useful purpose have no capital; and we know that a great many of these life insurance here. Whenever there is any great property to insure, we go to these companies have no capital, and are little better than frauds. Now, sir, foreign companies which have almost unlimited capital. There is not there is no difficulty about corporations being able to comply with this capital enough at home to take all the risks. The foreign corporations provision, for I have never known one that did business on any kind of never attempt to interfere with legislation. If there be any class of an honest basis, that did not give the names of theostockholders, and corporations that are wholly innocent of any wrong against us it is this the amount of stock subscribed and paid up. Therefore there is no diffi- class of foreign business corporations. It seems to me that it would not culty whatever about this law. They are here for the purpose of mak- be to the interest of the people of this state to pass such laws as would ing money. They do not exist here by law, they are here as a matter drive them away. Have we forgotten the fate of Chicago? Burned of comity.

out in one night, millions of property destroyed. American insurance MR. WILSON. The directors are published, not the stockholders. companies bankrupted and almost annihilated ; and but for foreign

MR. HOWARD. I have seen some that gave the names of stock- insurance companies Chicago would hardly be there to-day. I do not holders; it may not be a general custom. But there is no trouble about believe in driving them out of the State by hostile legislation. If they that thing. There is no difficulty in their doing it. They are as able should be driven away there is no-safety for San Francisco from a great to do it as State institutions, and why they should not be required to do calamity by fire, for who does not know that San Francisco is as comit I am unable to see. If they choose to withdraw from the country bustible as any city in the world? I hope, therefore, that this section that is their business, but we shall not tolerate them here unless they will be materially amended before being finally adopted. are responsible, unless they have capital, unless they are solvent. It MR. HOWARD. Mr. Chairman: As soon as it is in order, I shall move strikes me that it is our duty to see that they have capital. The pro- an amendment to insert after the word “inspection” the words “ by vision proposes that the public shall be enabled to obtain the necessary every person having an interest in the same.” information to enable them to determine that fact, to determine wbether MR. SCHELL. Strike out the word "public" and I will accept the the corporation can be trusted or not.

amendment.

REMARKS OF MR. HOWARD.

SPEECH OF MR. WYATT.

REMARKS OF MR. HALL.

MR. HOWARD. Very well, strike it out. I do not think the word going to know whether it is a true entry or not? You might go to “public” adds any force to it. The gentleman accepts this amendment, England and make inquiries, but how many of the people who deal to add the words, “ by every person having an interest in the same." with these companies are going to that trouble and expense, and if they

did the agent might be out of reach by that time. There is another

objectior., it seems to me, and that is this: it requires every corporation, MR. WYATT. Mr. Chairman: I do not rise for the purpose of modis other than religious, benevolent, and educational, to keep an office here. fying the section to make it read smoothly, or for the purpose of making Now there are religious and benevolent institutions here in this State, it fit home or foreign corporations any better than it does now. For, sir, who, I believe, have capital stock. Now will we include them ? It if I could have my way, I would at one fell swoop wipe them all from has been suggested by one gentleman that those words be stricken out, the face of the earth. And if that is radical, then I must say I am a and in their place, the words “corporations having capital stock," and radical upon the subject. In discussing corporations, if you attempt to I hope that amendment will be adopted. The fact of a corporation restrict them in any way whatever, or exercise any control over them, being religious does not necessarily prevent its being bad, according to then we are told that they cannot live, and that they will be forced to quit my experience. the business. You must not put them on a level with other classes of citizens, or they cannot live; they will have to leave the country if you MR. HALL. Mr. Chairman: I do not see why there should be any do. They must be privileged over and above all other classes of citizens. discrimination between bome and foreign corporations. I think both If you undertake to restrict home corporations, then the cry is raised that should come under the same rule, and if we apply this process of reguyou are discriminating against domestic corporations and giving foreign lation, it certainly should apply to all. But the matter now which corporations an advantage over them. If you say anything about gov- seems to be of greater importance is the motion made by the gentleman erning foreign corporations, then you hear the cry raised that the people from Stanislaus, to strike out the word “public.” I think that motion cannot do without them, and that they will be driven from the country should be sustained. There is a very dangerous principle embodied Now, my proposition is that foreign corporations here are not doing busi- there. The right which it gives to the public inay be perverted to ness as eleemosynary institutions. If they are here, they are here improper use. We know that whether justly or unjustly, there are a because it pays. They are here to make money, and for no other pur-class of corporations, created by private individuals, which are in bad pose. And if they cannot stand and do business upon the same footing odor at the present time. Some have good grounds, and others may be as the others, then let them bundle up their traps and take their freight suspected without any grounds. Such a provision as this absolutely to the mother country as soon as possible.

confers upon any person and every person in the community, the right MR. SCHELL. I rise to a point of order, that the gentleman is not to enter the place of business of the corporation, and inspect the discussing the question before the committee. I do not understand that books and the business, to overhaul every book connected with the instito be the question. A motion was made to strike out the word “public." tution. This is no more than a fair construction of the language. Look In the first place, the Chairman of the Committee on Corporations offered at it : an amendment; an amendment to the original report of the committee.

“Sec. 14. Every corporation, other than religious, educational, or Then I made a motion to strike out the word “public.". That is the benevolent, organized or doing business in this State, shall have and question now before the house. I think the committee is bound to vote maintain an office or place in this State, for the transaction of its busifirst on that amendment, and then the question can come up as to whetherness, where transfers of stock shall be made, and in which shall be the phraseology shall be changed so as not to include foreign corporations. kept, for public inspection, books in which shall be recorded the

THE CHAIRMAN. The point of order is not well taken; the gentle amount of capital stock subscribed, and by whom; the names of the man from Monterey will proceed.

owners of its stock, and the amounts owned by them respectively; the Mr. WYATT. I was stating that I was opposed to granting foreign amount of ståck paid in, and by whom; the transfers of said stock; the insurance companies, or any other foreign companies, privileges that amount of its assets and liabilities, and the names and places of residence are not to be granted to home corporations. No corporation ought to be of its officers." granted privileges beyond what are enjoyed by the citizen, but they are. Now, sir, I maintain that under this provision it will be within the But at least, as between corporations, foreign corporations ought not to power of any man, a constitutional right, moved by whatever motives be granted privileges beyond domestic corporations. Now, I do not

or feelings he may be, to enter the place of business of any corporation, believe the State of California exists by reason of corporations. I am and demand as a constitutional right, to examine and have explained inclined to believe that a very large number of corporations exist by to him every book connected with the business of the institution. Now, reason of the State of California, and that they do not give existence to sir, I am not here as the advocate of any corporation. I have never the State. I do not give them the credit of creating wealth. I do not been connected with them, never have been in a situation in my life to give them the prominence of giving liberty to the people. I am in take advantage of the benefits flowing from such institutions. I have favor of restricting corporations, foreign and domestic, to the same level, never been connected with them in any manner, except occasionally in and if the restriction necessary to some corporations drives others out, a professional capacity. I am for retaining every power, and every right, let them go. The foreign corporations, as I said before, are not here which, by the law and by the Constitution is reserved to the people for the purpose of giving us eleemosy nary institutions; they are here over these institutions; and I go further, and say that they should be for the purpose of employing their capital profitably to themselves. If surrounded by every possible safeguard necessary for the protection of the domestic corporations can do business with profit under these restric- the public, and for the general welfare of the people; but I am not in tions, the foreign corporations can do the same, or go where the climate favor of doing an injustice to those institutions by any legislation which is less torrid. It is sometimes an advantage to rely upon ourselves, I shall participate in here. My conduct here shall be influenced by a upon our own resources. I believe the chastening hand of poverty has spirit of justice and fairness. As a legislator here, I shall not participate been advantageous to some people and some communities. The state in the making of any laws that will violate the spirit of justice. And of Mississippi came out from under carpet-bag rule without a scratch of I say that if we shall adopt this provision, and make it a part of the public debt, for twenty-five or fifty millions of dollars might have been constitution, great injustice may result to these institutions. It may be forced upon

the market, and would have been if she had had any credit. perverted to wrong ends and for undue purposes. If we shall say that But having repudiated her public indebtedness, her bonds could not be institutions of this character shall keep open books for public inspection, negotiated upon the market of the world, and the only detriment they to which all persons shall have access at all times, without any restraint could be was to tax all they could get for the time, and when carpet-bag whatever, depriving the Legislature of any power to grant any relief, rule was raised it left the State without any indebtedness, but without a

we shall enable men, moved by improper motives, to inflict a wrong dollar in the treasury. IIaving no credit saved the State millions of upon these institutions, under color of constitutional right.

I am dollars. And I am of the opinion that the State of California might be opposed to the principle. I am opposed to it now, and I shall oppose it benefited likewise by dealing at home, and not depending so much on during the entire session of the Convention. I hope the amendinent of foreign capital. I can dispose of foreign corporations, so far as I am the gentleman from Stanislaus will prevail. concerned. If they cannot come here and do business upon the same terms as our domestic corporations, then they had better not stay.

MR. TERRY. Mr. Chairman: I am in favor of retaining the word

"public" in this section. I think without it the section is absolutely of MR. ROLFE. Mr. Chairman: I confess judgment, that upon this no benefit to anybody in the world, and no check whatever upon the subject under discussion there is a great amount of ignorance. There is corporations. I cannot see any very great wrong that is going to be another satisfaction I have, that in exposing my ignorance, not more done to any honest corporation that transacts business fairly and is solthan forty or fifty gentlemen can hear it. What I shall have to say will vent, in having persons at liberty to ascertain and know who are its be more to obtain information than to enlighten anybody else. First, I stockholders, the amount of stock subscribed, the amount of its assets, would like to know whether the State of California has any power to and the amount of liabilities. They are required by law to make enforce this section. Now, if after passing it, it will amount to nothing, monthly statements under oath embodying this public information what is the use of passing it? Have we any power to enforce it upon which we now seek to acquire. My friend, who is somewhat exercised them. Suppose the article on corporations does not apply to them. about it, says, suppose they do not make these statements, but make Suppose they do not or will not keep books, transfer books, then what? false statements. “But this section requires that these books shall be kept MR. TERRY. Put them in jail.

open for the inspection of the public. It is objected to because so many MR. ROLFE. What good will that do? It will keep the man from people will go there out of mere idle curiosity to examine these books. transacting business for awhile, and then he will go where he does Now, gentlemen, for twenty-six years the books of every Recorder's not have these restrictions. But suppose he does keep an office here, office in this State have been open to public inspection--to anybody who and suppose he keeps a transfer book, and suppose he does not keep it wanted to look at them, and who ever saw a great crowd of people correctly, bow are you going to know? Suppose the company is insol- attracted by idle curiosity, going there and interfering with the business vent, how are you going to know ? Suppose they put men on the books of the office, examining to see whether A had transferred to B, or B to who do not own a share of stock, how are you going to tell ? These C? No, sir. Nobody will go there to examine the books except those. names may be put on there for the sole purpose of keeping up the credit who have some interest in knowing whether they are solvent or not. of the institution. Suppose the company directs its agent in San Fran- MR. HILBORN. Nobody objects to the stockholders examining the cisco to put the name of one of the Rothschilds on the list, everybody books. knows that they are good, they are worth their millions; how are you MR. TERRY. The general public will not wish to examine these

REMARKS OF MR. TERRY.

REMARKS OF MR. ROLFE.

REMARKS OF MR. HAGER.

books out of mere idle curiosity, unless it be some public spirited news this way, I would support the proposition: Every corporation having paper man who may want to find out whether these men are deserving capital stock, organized and doing business in this state," etc. If it is of public trust: whether the institution is sound and solvent. If the altered to read in that way, with the other corrections I have mentioned, institution holds itself out as solvent, it ought to be glad of the chance it would not be objectionable. If it is left as it is, these foreign corporaof giving this information. There will be no one who will examine tions cannot comply with it, and if they could it would not benefit anythese books except those who have some kind of an interest, either the body. It will be of no benefit to the people to drive them out. Adopt stockholders or those who may desire to have dealings with the corpo- the other course, and you make the domestic corporations safe and trustrations. Now without this word "public" the whole section might as worthy, so that the foreign corporations cannot do business in this State well be stricken out. The law already provides that the stockholders unless they are sound, for the people will not patronize them. may go and ex&inine these books, and we want them open to those who MR. HOWARD. Mr. Chairman: I understood that the gentleman have no direct proprietary interest. There are hundreds of men who from Stanislaus, Mr. Schell, accepted my amendment. are not stockholders who are more interested in the solvency of the THE CHAIRMAN. Yes, sir. corporations than many who are stockholders. Every man who desires MR. HOWARD. My proposition is, that the books should be open to to trade with them, and have dealings with them, insuring with them, inspection by all persons interested therein, and legislative committees. selling to them, has a right to know whether they are solvent or not. I would not vote to strike out the word “public," without inserting a

provision that will give interested parties the right to inspect them.

Therefore, unless this provision is inserted, I shall vote against the MR. HAGER. This previous question, which is so unusual in legis- motion to strike out the word "public.” This gives recrignition to the lative assemblies, sometimes cuts us off from offering amendments. The fact that these corporations are not to be subjected to inspection from last section was passed in this way, and I had no opportunity to offer an mere idle curiosity. amendment. I have an amendment, and ask if it is in order.

Mr. TERRY. Would they be inspected from mere idle curiosity ? THE CHAIRMAN. The gentleman will be permitted, I think, to MR. HOWARD. They might take interest enough to do so. offer it.

The CHAIRMAN. The first question is on the amendment of the MR. HAGER. I shall offer the following amendment:

gentleman from San Francisco, Judge Hager, to add to the end of the “ No foreign corporation shall do any business in this State without section : “ No foreign corporation shall do any business in this State having at least one place of business and an authorized agent in the without having at least one place of business, and an authorized agent same, upon whom process may be served."

in the same, upon whom process may be served.” MR. ÉSTEE. That is the statute now.

Division was called for, and the amendment was adopted by a vote of MR. HAGER. That is the statute, but statutes are sometimes repealed. 50 ayes to 29 noes. Statutes are sometimes declared unconstitutional, while Constitutions are THE CHAIRMAN. The question is now on the amendment to the permanent, and cannot be declared unconstitutional. I wish to put this amendment offered by the gentleman from Stanislaus, Judge Sehell. in the Constitution. I find that some of the Constitutions have this The Secretary will read. proposition in, and I think it is proper to have a condition in that no THE SECRETARY read: corporation shall do business here without having at least one place of “Strike out the word “ public,' between the words for' and 'inspecbusiness, and an authorized agent upon whom process may be served. tion,' in line seven, and add after the word “inspection,' the woriis, ' by Now, different influences are brought to bear upon the Legislature to every person baving an interest therein, and legislative committees.'" get these things repealed for the convenience of parties. Corporations MR. REYNOLDS. I move the committee rise, report progress, and are sometimes very powerful, as we all know. The Legislature some ask leave to sit again. times falls down under the pressure of corporations, and though it may Lost on a division vote-ayes, 31; noes, 57. not be so in this case, still I can see no harm in putting it permanently THE CHAIRMAN. The question is on the amendment. in the Constitution. I hope it will be adopted.

Division being called for, the committee divided, and the amendment

was adopted-ayes, 51; noes, 40. REMARKS OF MR. LAINE.

THE CHAIRMAN. The question is on the amendment of the ChairMR. LAINE. Mr. Chairman: I have listened patientiy to the dis-man of the Committee on Corporations, as amended. cussion of this question. I fear that there is some disposition on the MR. WILSON, of First District. I move that the word “or," before part of the Convention to go beyond what our better judgment would doing business,” be changed to the word "and." dictate to be right. I am aware that the people of this State are greatly THE CHAIRMAN. The question is on this amendment. irritated on the subject of corporations. They have been so managed in Lost, by a standing vote of 37 ayes to 51 noes. this state that there is a general feeling against them, and I believe that Mr. TERRY. I move to amend by striking out the words, "educafeeling is well founded from their course of conduct. They have not been tional, religious, and benevolent," and inserting the words.“ having capcontent with pursuing their business vocations. But, having that feeling ital stock." of hostility, we may be carried too far in this matter. It may blind us Mr. SCHELL. Corporations may sometimes do business without in considering the questions which come before us. We should bear in

capital stock. mind all the time, that if we are not statesmen we ought to be. We have MR. LARKIN. Will not that let out all savings banks? been selected by the people of the State to frame a Constitution under MR. TERRY. Every depositor is a stockholder, so they have capital which they expect to live and govern themselves. In doing that we stock. should be careful not to be influenced by our feelings to do any injustice MR. HILBORN. The gentleman well knows that savings banks to any part of the community: Now, I am unable to support this section don't have any capital stock. as it now stands. It goes too far. I believe in framing a Constitution that MR. TERRY. If they have no capital stock, how can they keep will hold our own domestic corporations to a strict accountability, to books, and record the names of stockholders ? bind them as solid as a rock. By so building the government, our MR. ESTEE. I move that the committee rise, report progress, and domestic corporations will be as solvent and trustworthy as foreign cor- ask leave to sit again. porations. It is very natural that the people of this state should rally

Carried. around our own people, and use home capital, because it is a family

IN CONVENTION. relation, and I know that it ought to be so, and no foreign corporation will be able to do a successful business in this State unless it places itself

THE PRESIDENT. Gentlemen: The Comınittee of the Whole have upon a higher plane than our domestic institutions-better managed instructed me to report that they have had under consideration the than our home institutions. Now, if these foreign institutions are beiter report of the Committee on Corporations other than Municipal, have managed, and more responsible, why should we put anything into the made progress therein, and ask leave to sit again. Constitution of this state that would prevent our people from deriving advantages from them? Hence, I believe that this section goes too far. It is attempting to compel all foreign corporations in this state to have

MR. DUDLEY, of Solano. Mr. President: I wish to send up a notice.

THE SECRETARY read: an office where shall be transacted certain business. Books shall be kept

" I hereby give notice that I will, on Monday next, move to amend opengo public inspection, etc. I will read it:

Rule Fifty-six so as to read as follows: “SEC. 14. Every corporation, other than religious, educational or benevolent, organized or doing business in this Štate, shall have and maintain an office or place in this State for the transaction of its busi- “ The rules of the Convention shall be observed in Committee of the ness, where transfers of stock shall be made, and in which shall be kept, Whole, so far as they may be applicable, except that the ages and noes for public inspection, books in which shall be recorded the amount of shall not be taken, and that the previous question shall not be moved.” capital stock subscribed, and by whom, the names of the owners of its stock and the amounts owned by them respectively, the amount of stock paid in, and by whom, the transfers of said stock, the amount of its

Mr. REYNOLDS. Mr. President: I move that proposed amendment assets and liabilities, and the names and places of residence of its officers." number five hundred and five, concerning gas and water companies, be

Now, as has already been well said, suppose we have this system printed. established, what real benefit will it be to the people of this State?

So ordered. There are corporations from England, and France, and Germany, and

MR. BARNES. Mr. President: I ask that the reports of the Comfrom different states of this Union. Suppose we compel them to keep a mittee on Military Affairs be taken from the table and placed on the transfer book, would we know the stockholders? Why, nonsense.

It general file. would take weeks and months, to obtain any information as to who they

So ordered. It would, in the next place, be practicably impossible for them to

MR. BLACKMER. Mr. President: I move that sections twelve and comply with this provision. Hence, if this section is made to apply thirteen of the report of the Committee on Corporations other than to our own domestic corporations, and then changed so that people Municipal, with the amendments, be rereferred to that committee. shall not be allowed to inspect the books out of mere idle curios

So ordered. ity, it will do. It is true that these curious people might learn something, but these corporations cannot afford to devote their time MR. JOYCE. I move the Convention do now adjourn. to the gratifying of mere idle curiosity. If it is made to read in Carried.

AMENDING RULE FIFTY-SIX.

RULE FIFTY-SIX.

MISCELLANEOUS MOTIONS.

were.

ADJOURNMENT.

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PRESENT

And at two o'clock P. M. the Convention stood adjourned until Monday THE PRESIDENT. The Secretary will read the resolution for inforat two o'clock P. M., in accordance with the resolution adopted by the mation. Convention.

THE SECRETARY read:

Resolved, That five hundred copies of the Journal be printed and bound in book

form, together with an appendix, both to be properly indexed. Also, that two hunFIFTY-SECOND DAY.

dred and forty copies of the daily Journal be printed and placed on the desks of the

members. SACRAMENTO, Monday, November 18th, 1878. MR. REYNOLDS. Mr. President: Before the vote is taken upon that The Convention met pursuant to adjournment, at two o'clock P. u., resolution, I desire to say that the object of this resolution is to give President Hoge in the chair.

effect to the report of the Committee on Reporting and Printing that The roll was called, and members found in attendance as follows: was accepted on the thirtieth of October, and it seemed to me, on motion

of the Chairman of the committee, the Journal was ordered printed as

recommended by the committee. Now, I understand that there is some Andrews, Harvey, Prouty,

doubt about the effect of receiving that report, and the verbal motion Ayers, Heiskell, Pulliam,

that was made and adopted at that time. The object of this resolution Barbour, Herrington, Reddy,

is to give effect to that motion, so that there will be no doubt about it, or Barry, Hilborn, Reynolds,

any question that the Convention ordered the Journal printed and Barton, Hitchcock, Rhodes,

bound. As a matter of fact, the State Printer has gone forward and Belcher, Holmes, Ringgold,

printed the daily Journal, and laid it on our desks every day since, but Blackmer, Howard, Rolfe,

when it comes to drawing a warrant for his pay there seems to be a Boggs, Huestis, Schell,

doubt as to the full effect, the legal effect, of the verbal motion that was Boucher, Hughey, Schomp,

adopted. Hence this resolution. The amendment which I shall make Brown, Hunter, Shafter,

to the resolution adds these words: “The object of this resolution is to Burt, Inman, Shurtleff,

give effect to the report of the Committee on Reporting and Printing, Campbell, Johnson,

Smith, of Santa Clara, and the motion by which the same was received on October thirtieth, Caples, Jones,

Smith, of 4th District, eighteen hundred and seventy-eight.” In that way we shall not be Chapman, Joyce,

Smith, of San Francisco, ordering the work twice. The resolution is designed to explain that Charles, Kelley, Soule,

motion. With this explanation, I have no doubt that the Convention
Condon,
Kleine,
Stedman,

will readily adopt it.
Cowden,
Laine,
Steele,

THE PRÉSIDENT. The question is on taking the resolution from the
Crouch,
Lampson,
Stevenson,

table.
Davis,
Larkin,
Sweasey,

The motion prevailed, on a division, by a vote of 50 ayes to 36 noes.
Dowling,
Larue,
Swing,

MR. REYNOLDS. I now offer the following substitute for the resoluDoyle, Lavigne, Terry,

tion. Dudley, of Solano, Lewis,

Thompson,

THE SECRETARY read :
Eagon,
Lindow,
Tinnin,

Resolved, That five huådred copies of the Journal be printed and bound in book
Edgerton,
Mansfield,
Townsend,

form, together with an appendix, both to be properly indexed. Also, that two hun. Estee, McCallum, Tully,

dred and forty copies of the daily Journal be printed and placed on the desks of the Estey, McComas, Turner,

members.

The object of this resolution is to give effect to the report of the Committee on Evey, McConnell, Tuttle,

Reporting and Printing, and the motion by which the same was received on October
Farrell,
McCoy,
Vacquerel,

thirtieth, eighteen hundred and seventy.eight.
Fawcett,
McFarland,
Van Voorhies,

MR. REYNOLDS. Mr. President: One word in relation to that
Filcher,
McNutt,

Walker, of Marin, Finney,

resolution-in explanation. I understand that there are some gentleMills, Walker, of Tuolumne,

men who misapprehend the proposition. The motion by which the Freeman, Moffat,

Waters,
Freud,
Moreland,
Weller,

report of the committee was adopted, and this resolution, are intended to Garvey,

order printed and bound five hundred copies of the Journal, together Morse, Wellin,

with two hundred and forty copies of the slips laid on the desks of Glascock, Nason,

West, Gorman,

members. Now, some gentlemen, I understand, are under the impresNelson,

Wickes, Grace,

sion that if we order five hundred copies bound, we shall incur a large Neunaber,

White,
Graves,
O'Donnell,
Wilson, of Tehama,

additional expense. That, Mr. President, is not so. The type from

which these slips are printed is the same type from which the five hunGregg, Ohleyer,

Wyatt,
Hale,
O'Sullivan,
Mr. President.

dred copies to be bound will be printed, and the only additional expense Harrison, Porter,

for printing and binding the five hundred copies is a little presswork

and paper and the trifling cost of binding. Gentlemen are misled, ABSENT.

because in the report of the committee the two hundred and forty copies Barnes, Hager, Overton,

of the daily slips are estimated at two hundred dollars. The reason of Beerstecher, Hall, Reed,

that is that the cost of setting the type and reading the proof and disBell, Herold, Shoemaker,

tributing is all counted in in the first estimate on the five hundred Berry, Kenny, Strong,

copies to be bound ; so that if we do not order the five hundred copies Biggs, Keyes, Stuart,

bound, and only take the two hundred and forty copies of the slips, Casserly, Martin, of Alameda, Swenson,

these slips will cost four or five times two hundred dollars. It costs Cross, Martin, of Santa Cruz, Van Dyke,

nearly as much to print these slips as it does to print and bind the five Dean, Miller, Webster,

hundred copies. This is the true state of the case; so that in ordering Dudley, of San Joaquin, Murphy,

Wilson, of 1st District,

the five hundred copies, we are incurring no material additional Dunlap, Noel, Winans.

expense.

MR. HILBORN. Mr. President: I am inclined to think that the

gentleman believes that it does not cost anything to bind books and Leave of absence for one day was granted Messrs. Keyes, Cross, Hitch- index them. I apprehend that this body, the other day, when they cock, and Dunlap.

voted to adopt the report of the committee, did so under the apprehenTwo days' leave of absence was granted Messrs. Noel and Mills. sion that they were voting to have these slips at the cost-which Leave of absence for three days was granted Mr. Weller.

appeared from the report-two hundred dollars. I believe that the

estimates presented will be far below the cost. It seems to me that the MR. HILBORN. I move that the reading of the Journal be dis- proper way to do is to have as little printing as possible, and onl« that

we are obliged to do. Having these slips printed saves time, and I do pensed with, and the same approved.

not think there can be any serious objection to that; but when you order MR. BLACKMER. I think there is an error in the Journal in regard it bound, and when you order an index made, and all these things, you to the reference of a petition touching local option. It is reported in the are certainly adding a thousand or two dollars expense. Talk as you Journal as referred to the Committee on Education.

will, every move that you make incurs additional expenditure. Right THE PRESIDENT. The gentleman moved its reference to the Com- at the outset this resolution will involve the employment of an addimittee on Education, and it was so referred.

tional clerk, and the cost will roll up larger than you expect. I think Mr. Hilborn's motion prevailed.

we had ought to be satisfied with furnishing the members of the ConEVENING SESSION.

vention with these slips now. I think the next Legislature can order MR. LARKIN. I offer the following resolution.

the Journal printed in proper form.

MR. GRACE. Mr. President: I am not certain that I understand THE SECRETARY read:

this matter correctly; but I understood that the Committee on Judiciary Resolved, That this Convention meet for evening sessions on and after November reported that there was one hundred thousand dollars appropriated from nineteenth, at seven o'clock P. M.

the State fund for the printing, and that the Journal, and all the printTHE PRESIDENT. The resolution will lie over one day under the ing of this Convention, was to come out of that appropriation. I did not rules.

understand that it was to come out of the appropriation of one hundred PRINTING THE JOURNALS.

and fifty thousand dollars for the expenses of the Convention. If this MR. REYNOLDS. Mr. President: On Friday, the gentleman from printing is to come out of that fund I am opposed to it. Solano introduced a resolution ordering five hundred copies of the Jour- Mr. REYNOLDS. Mr. President: I hear another objection to this nal printed and bound, and two hundred and forty copies laid on the resolution, and that is, on account of the estimated cost of the appendix. desks of members. I now move to take that resolution from the table That appendix will cost almost nothing at all. It consists of the reports for the purpose of offering an amendment to it.

that have laid upon our tables from time to time. The type is already

LEAVE OF ABSENCE.

THE JOURNAL.

PETITION,

REPORTS.

standing on which to print these reports. If the requisite number has the motion, which I gave notice of on Saturday, to change Rule Fiftynot already been printed, it can and will be printed without setting any six so that it will be as it was originally. more type at all. The appendix will only amount to the cost of the Mr. TERRY. I call for the regular order of business. paper for five hundred copies. The binding will not cost any more. It MR. DUDLEY, of Solano. I understand that this is a privileged is a frivolous talk that the appendix is going to cost any such sum. We motion. have, from time to time, ordered the appendix printed as we are going Mr. TINNIN. I object. along. The reports of committees and State officers, etc., are the reports THE PRESIDENT. The motion is out of order at present, until we that are intended to be put in as an appendix.

reach that order of business, which we will do in a few minutes. MR. WHITE. Mr. President: I made it my business to inquire something into this since the last meeting of the Convention. It was said to me, and so figured out, that these slips are going to cost us, if we do not than a thousand citizens of California, asking for a provision in the

MR. BLACKMER presented the following petition, signed by more have anything bound, one thousand seven hundred dollars. I never heard of that before. I only supposed they would cost two hundred and Constitution, for female suffrage: fifty dollars. That is the way they figure the expense that has already To the Constitutional Convention in Sacramento, California, assembled: been gone to. The binding will cost about forty cents a volume. But The undersigned, citizens of California, respectfully petition your honorable b. dy really the work is already done. Suppose we refuse to have this done, to so amend the Constitution that no citizen of the state shall be disfranchised on still we will have about one thousand seven hundred dollars expended account of sex. in these slips which are laid on our desks. Now, if that is the case, and Referred to the Committee on Right of Suffrage. if it will only cost three hundred and fifty dollars more, which they tell me, I think it would be well to have the binding done. They figured it out to me very clearly that these slips are going to cost one thousand

MR. TERRY. Mr. Chairman; I have a report to make from the seven hundred dollars. The other day it was reported that the slips Committee on Legislative Department. would only cost two hundred dollars. I would like to vote against the

THE SECRETARY read : binding if that is so.

MR. PRESIDENT: The Committee on Legislatire Department, to whom were MR. REYNOLDS. Mr. President: I will answer the gentleman. Barnes; number four hundred and sixty-two, by Mr. Dowling; number four hun

referred the following propositions: number four hundred and fifty-nine, by Mr. That estimate of the cost is based upon the fact that the Journal has dred and seventy-five, by Mr. O'Sullivan; number four hundre i and seventy-seven, already been set up; the type has already been set to print the Journal by Mr. E. O. Smith; number four hundred and eighty, by Mr. Mills; number four for binding. In that way the slips cost only two hundred and fifty hundred and eighty-three, by Mr. Tully; number four hundred and ninety-three, by dollars. But, if you have the type set for the slips alone, and do not Mr. Tinnin; number four hundred and ninety-six, by Mr. Barbour; number four order the five hundred copies for binding, then your slips are going to memorial relative to equal and proportional representation, presented by Mr. Estee; cost you in proportion more, because you have got to pay for the setting have duly considered said propositions and memorial, and beg leave to report the of the ty pe just for the printing of the slips.

same back to the Convention, and recommend that no action be taken thereon. MR. JONËS. Mr. President: I beg leave to ask the gentleman from

The committee further report that they have examined proposition number four San Francisco, whether he knows that at this day the forms of the hundred and sixty-four, by Mr. Casserly, and recommend that it be adopted as a

in the Journal and slips which have been laid before us are still preserved. The committee herewith report back to the Convention several petitions on the The Committee on Contingent Expenses were informed that the fore- subject of local option, and recommend that they be referred to the Committee on man could not preserve them more than twenty-four or forty-eight Citý, County, and Township Organization. hours longer; that he should be obliged to distribute them. The gen

D. S. TERRY, Chairman. tleman from San Francisco may have information up to the present Mr. TERRY. The proposition offered by Mr. Casserly is as follows: time; but from what I have stated, the committee supposed that after " While Legislatures should be convened in special session, no legisone or two days the forms would be distributed.

lation should be had upon any subject not designated in the Governor's MR. REYNOLDS. Mr. President: On yesterday, the State Printer proclamation calling such session.” informed me that the forms were still standing, and that he had com- I move that it take the same course and be printed. menced printing the Journal from the first day of the session; it is Carried. standing in type waiting for this order to strike them off.

MR. EDGERTON. Mr. President: I send up a report from the ComMr. O'SULLIVAN. There seems to be some misapprehension about mittee on Revenue and Taxation. the cost. Now the main cost will be for setting the type—for paying for THE SECRETARY read : the labor of setting the type. That we have undertaken already. If MR. PRESIDENT: Your Committee on Revenue and Taxation, to whom were referred we want but the two hundred and forty slips it will cost the same for resolutions numbers twelve, twenty-two, twenty-five, twenty-nine, thirty-five, forty, type-setting. The great cost will come in paying for the labor of setting forty-eight, fifty-four, seventy, seventy-five, seventy-seven, ninety-two, ninety-four, the type. The extra cost of having these copies printed to bind will not one hundred and ten, one hundred and twenty-six, one hundred and thirty-eight, one be much. We have undertaken the rest already.

hundred and fifty, one hundred and fifty-five, one hundred and fifty-fight, one hunMR. BROWN. Mr. President: I think that it is evident to the mem- one hundred and ninety-seven, two hundred and seven, two hundred and eighteen,

dred and sixty-eight, one hundred and eighty-one, one hundred and eighty-seven, bers of this Convention that in every case yet where printing has had to two hundred and nineteen, two hundred and twenty-six, two hundred and twenty, be done, it has exceeded that which was first represented before this seven, two hundred and forty-one, two hundred and forty-eight, two hundred and body; not that men did it with any intention to deceive, but such has sixty, two hundred and seventy-one, two hundred and seventy-six, two hundred and evidently been the experience of this Convention, that the first estimates dred and ninety-six, three hundred and twelve, three hundred and nineteen, three have been far surpassed in the results.. I am under the impression that hundred and twenty-five, three hundred and thirty, three hundred and thirty-eight, we should in this case, as in almost all others, learn by experience and three hundred and forty-six, three hundred and sixty, three hundred and sixty-one, judge of the future by the past. In this case I am under the impression three hundred and seventy-one, three hundred and seventy-nine, three hundred and that it is proper for this body to consider this principle and act wisely hundred, and thirty-eight, together with two memorials, have had the same under upon the subject. I shall consequently vote against it.

consideration, and herewith report the same back, and recommend that no further MR. HILBORX. Mr. President: I'move that the resolution and the action be taken thereon, for the reason that such propositions and suggestions therein amendment be indefinitely postponed.

contained, as your committee deem it expedient to adopt, have been incorporated in The motion prevailed, on a division, by a vote of 56 ayes to 42 noes.

the plan agreed upon, and herewith reported and recommended to the Convention, ME, WEST: Mr. President: I move that the petition presented by be a majority of your committee, for adoption:

Messrs. Casserly, Cross, Prouty, Turner, and Edgerton, dissent from section two (2) Mr. Smith, of Santa Clara, yesterday, and referred to the Committee on of the plan. Education, be ordered referred to the Committee on City, County, and Messrs. Biggs and Tully, from section four (4). Township Organization.

Messrs. Dudley, Overton, Prouty, Tully, and Turner, from section five (5). Carried.

Mr. Overton, from section six (6).

Messrs. Cross and Turner, from section seven (7).
USE OF THE CHAMBER.

Messrs. Dudley, Overton, Tully, Turner, ard Edgerton, from section nine (9). MR. INMAN. Mr. President: I have a resolution to offer.

Messrs. Dudley, Overton, Prouty, Tully, and Turner, from section eleven (11).

Messrs. Cross, Overton, and Edgerton, from section fourteen (14). THE SECRETARY read :

Messrs. Cross and Turner, from section sixteen (16); and Messrs. Cross, Overton, Resolved, that the Honorable z Montgomery have the use of this chamber on Shafter, Wilson, and Edgerton, from section seventeen (17). Wednesday evening, November twentieth, for the purposo of de ivering a lecture on

Your committee recommend that such plan, upon the subject referred to them, as the school question.

the Convention shall adopt, be inserted in the new Constitution in the form of a sepa

rate article, and designated, “ Article - Revenue and Taxation." MR. GRACE. I would like to have that read again.

HENRY EDGERTON, Chairman. THE SECRETARY read the resolution again.

REVENUE AND TAXATION. The question was put, and the resolution was adopted by a vote of 49

ARTICLE ayes to 42 roes.

MR. HILBORN. Mr. President: Rule Sixty-eight provides that the Section 1. All taxes shall be uniform upon the same class of subhall of the Convention shall not be used for any public or private busi-jects within the territorial limits of the authority levying the tax, and ness, other than that of the Convention, except by unanimous consent. shall be levied and collected under general laws. THE PRESIDENT. That is the rule.

Sec. 2. All property, including franchises, capital stock of corporaMR. STEDMAN. Then I object.

tions or joint stock associations, and solvent debts, deducting therefrom THE PRESIDENT. Under that rule it seems to me that the Conven- debts due to bona fide residents of the State, and excluding growing tion cannot allow the use of the hall, objection being made.

crops, private property exempt from taxation under the laws of the MR. ROLFE. I would like to inquire whether the Convention can United States, public property belonging to the United States, or to this monopolize the use of this hall exclusively; to be sure we have the use State, or any municipality thereof, and all property and the proceeds of it for our deliberations, but it has been used for other purposes with thereof which is used exclusively. out any leave. It has been used here for caucuses, woman suffrage Sec. 5. A mortgage, deed of trust, contract, or other obligation by meetings, and one thing and another. [Laughter.)

which a debt is secured, shall, for the purposes of assessment and taxaMR. ESTEE. I move that the Convention resolve itself into Com- tion, be deemed and treated as an interest in the property affected mittee of the Whole

thereby. Except as to railroad and other quasi public corporations, in MR. DUDLEY, of Solano. Mr. President: I desire, now, to make case of debts só secured, the value of the property affected by such

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