THOMAS DENT.

Indian tribes, and enforced the opinion of the Chief Justice as to the illegality of the judgment against the plaintiff in error Worcester. The impropriety of the action of the State

in the particular instance was also shown by citing various state documents. Such opinion of Mr. Justice McLean may well be accorded a high rank, along with his dissenting opinion in the Dred Scott case, for comprehensive and statesmanlike views of our national history, in respect to the principles involved. One would suppose that ready obedience would have followed these decisions. But such was not the case. State pride had been aroused, and there was a ferment that did not yield to reason. It was a critical period in Our

national history.

Miller's "Bench & Bar of Georgia" makes sundry references to the contest in which the case of these Missionaries arose; and he says, (Vol. 1, pp. 144-5,) "the State authorities heeded not the judicial thunder from Washington." But he also states that the Missionaries, having signified that they abandoned their litigation, the Governor discharged them, (as if from clemency, probably,) and they were some years thereafter serving as Missionaries among the Indians west of the Mississippi. But the Missionaries were not discharged, it seems, until Jan. 14, 1833, and then not under the decision of the Court. (Young's American Statesman, pp. 361-374.)

The cases herein cited would seem to be enough to show the superiority of control of the United States rather than by the separate states in dealing with the Indian tribes. the numbers of the Federalist shows that Mr. Madison realized the importance of change from the Articles of Confederation to the Constitution of the United States in these matters.

A just and liberal construction was put upon the constitution in this regard, as appears from U. S. v. Holliday, 70 U. S., 407. The opinion in that case by Mr. Justice Miller followed the definition of "commerce" which was given by Mr. Chief Justice Marshall in Gibbons v. Ogden, 9 Wheaton, 1, and

REPORT OF COMMITTEE ON LEGAL HISTORY AND BIOGRAPHY.

sustained the legislation of Congress concerning commerce or traffic with the Indians.

The principle, with further illustration, was applied in U. S. v. Larivere, 93 U. S., 198; in which case Mr. Justice Davis tersely reviewed the provisions of the Articles of Confederation on this subject, as compared with the Constitution, and highly commended the reasoning of the two cases above cited in which Georgia was concerned. He said, "The only efficient way of dealing with the Indians was to place them under the protection of the General Government." A large fund of historical matter, as well as much of a biographical character, could be gathered from the cases herein briefly outlined.

The careful student of history of the matters in which Georgia was concerned, as shown by the cases of the Cherokee Nation and of the Missionaries, above cited, should not omit the reading of the 24th and 51st Chapters of the 1st Vol. of Benton's "Thirty Years in the United States Senate;" the former chapter being entitled "Removal of the Creek Indians from Georgia," and the latter being entitled "Indian Sovereignties within the States." Nor will the distinguished Senator's observations as to "pseudo-philanthropists" having a measure of responsibility escape observation; but student will be led to still wider fields, rich in matter of research.

THOMAS DENT,

GEORGE W. WALL,

LESLIE D. PUTERBAUGH,

H. CLAY HORNER,

GEORGE W. WARVELLE,

Committee.

ADOLPH MOSES.

REPORT OF COMMITTEE ON REVISION OF THE CORPORATION LAWS OF ILLINOIS.

ADOLPH MOSES, Chairman.

At the session of 1901, the undersigned as chairman of the Committee on Law Reform recommended the appointment of a special committee for the purpose of overhauling the corporation legislation of the State of Illinois. Nothing was done in that session for reasons stated in the report made by your chairman at the session of 1902, but it was recommended that a special committee on the revision of the Corporation Laws of Illinois be reappointed. The report of your chairman will be found on pages 160 to 165 Illinois State Bar Association Reports, 1902. The honorable president of this association reappointed the undersigned as chairman of the committee on the revision of the Corporation Laws, and upon his suggestion, Messrs. Arthur J. Eddy, W. P. Early, Lysander Hill, Philip S. Post, Clarence A. Knight, John H. Hamline, George W. Kretzinger and Arthur Keithley were added to the committee. No suggestion has come to the chairman from any of these gentlemen nor from any member of this association or of the general bar of Illinois.

The disposition of legislative business in the Forty-Third General Assembly was of such a character that neither the chairman nor any member of the committee deemed it necessary to undergo the great labor of revising the Corporation Laws of the state without some immediate hope of taking up the work in the legislature. Hence your chairman cannot report any work in the direction of a revision. The under

REPORT OF COMMITTEE ON REVISION OF CORPORATION LAWS.

signed, however, takes occasion to report that so important a matter should be submitted to some official, legislative committee or commission. This has lately been done in the state of Massachusetts. In 1892 that state passed a law authorizing the Governor of the Commonwealth to appoint a commission of three persons to be known as the Commission on Corporation Laws. Its duty was to make an examination of the Corporation Laws of the state, except municipal, banking and public service corporations. One of the objects of comparing the laws with those of other states was to determine whether the Corporation Laws of other states were more favorable to the growth of commerce and manufactures, and if so, in what particulars. The commission was further to consider what legislation was necessary to make the relation between the commonwealth and the corporations more advantageous to the commonwealth and to the public interests.

This commission was assigned suitable quarters, was authorized to employ experts and all necessary clerical and other assistants. The committee might incur such reasonable expenses, including traveling expenses, as might be authorized by the governor and council and was to receive such remuneration as might be fixed by the authorities.

The commission, which was to complete its investigation on or before the 1st of January, 1903, advertised for written suggestions touching the matter submitted to its control, and it prepared a syllabus of questions which was mailed to prominent lawyers and to business men throughout the Commonwealth and elsewhere. Hearings attended by witnesses representing various business interests, were held; and as a consequence of this preliminary work a printed draft of a bill embodying suggested changes in the law was presented for its consideration.

The commission has published a report covering 98 pages which is full of interest and might serve a useful purpose to a like commission of this state if ever the legislature will create

ADOLPH MOSES.

such a one. one. The commission had in mind (a) the relation of the state to the corporation; (b) the duties of the state in regulating the relations between the corporation and its officers and stockholders and (c) the relation of the state to foreign corporations. The recommended law is a code complete in itself and its sections grouped in convenient subtitles, arranged in logical order, cover the life of the corporation from its organization to its dissolution.

It will be remembered that the State of Massachusetts had theretofore had a rigorous incorporation law, which required the payment of stock subscriptions in money. No corporations could be organized for the business of printing or publishing, or for the purpose of erecting hotels and public halls with a capital stock exceeding five hundred thousand dollars; and corporations organized for the purpose of carrying on any mercantile or manufacturing business, or to act as common carriers, or for any other lawful purpose, were until 1899 limited arbitrarily in their capitalization to one million dollars. In 1875, corporations were permitted to issue stock for property if the approval of the Commission on Corporations was secured as to its valuation; and the Legislature of 1902 authorized the issue of preferred stock.

The tendency of the new legislation of Massachusetts which has been adopted by the legislature is very liberal. Meetings of directors may be had within or without the state; corporations may create two or more classes of stock with such preferences, restrictions and qualifications as shall be fixed in the articles of incorporation. The courts are also

given power in equity to order a swift examination of the books, records and papers of the corporation. A list of unclaimed dividends is to be published every five years; annual reports which disclose a statement of the assets and liabilities at the end of the fiscal year must be published. Foreign corporations cannot enjoy any privileges which may not be enjoyed by domestic corporations. A commission on corpora