public corporation was given control and management. Of course, I recognize a wide distinction between a ninety-nine year lease, such as was attempted in that case, and a temporary leasing of the state fairgrounds for a short space of time, such as is contemplated in your letter. The question remains, however, whether the difference is not simply of degree and not of power, for, if it be said that the state board of agriculture has the power to lease the premises for a day or a week, can it be said at the same time that it does not have the power to lease it for a year? I consider there is so much doubt about this question that I could not advise the board that the members thereof are at all safe in pursuing the practice of leasing the state fairgrounds for private purposes and for the holding of entertainments and gatherings of a public nature such as you mention.

If it be thought that this power is desirable in the management and control of the state fairgrounds, the legislature being now in session, express legislative authority therefor can be acquired if it be the disposition of the legislature to confer it. Other reasons might be given for advising caution on the part of the board of agriculture in the matter of leasing the state fairgrounds, but as those reasons will be eliminated by the conferring of express legislative authority above suggested, a discussion thereof is unnecessary here. It is my advice that the board refrain from making any leases of the state fairgrounds until more. express legislative authority shall have been secured.

Corporations Foreign-How may withdraw from state. February 2, 1915.

HON. JOHN S. DONALD,

Secretary of State.

With your communication of the 28th ult., you enclose certain correspondence received by your department from Frank M. Hoyt, of Milwaukee, relating to the withdrawal of foreign corporations from this state. You call my atten

tion to an opinion rendered by Attorney-General Gilbert, a copy of which will be found on page 198 of the Opinions of the Attorney-General for 1910. In that opinion AttorneyGeneral Gilbert said:

"In answer to your inquiry I will say that I am unable to find any statute covering the matter, but I am of the opinion that a foreign corporation, licensed to enter this state under the provisions of chapter 86 of the statutes as amended, may withdraw from the state and surrender its license by notifying the secretary of state that it has ceased, or will, on a certain date cease doing or transacting business in this state, and that it does not hold, and will not thereafter acquire, hold, or dispose of any property therein, and that it waives all rights under the license granted it by the state and surrenders the same for cancellation."

You state that since said ruling you have required withdrawals of foreign corporations from this state to be drafted in accordance therewith; that Mr. Hoyt objects to the insertion of the words "and will not hereafter acquire, hold, or dispose of any property therein", in such withdrawal form. You ask whether the insertion of these words may be properly waived.

In reply permit me to say that I do not express any opinion as to whether a foreign corporation may withdraw from this state in any such manner. This should not be construed as challenging the correctness of that opinion, but simply means I have not given the question any consideration and do not wish to be understood as either affirming or denying the right of foreign corporations so to withdraw. Granting, however, that they may properly withdraw, surrender and secure a cancellation of their license upon the filing of some such a declaration, I can see no reason for including therein the words objected to by Mr. Hoyt. I can see no reason for insisting that the foreign corporation place itself in a position where it cannot, if it sees fit, reënter the state on some future day and resume the transaction of business therein or stand impeached by this declaration. If, however, it be thought desirable to leave this phrase in the declaration, then it seems to me the objection raised by Mr. Hoyt could be eliminated by inserting after the word "therein" the words "contrary to the

laws of said state," so that the phrase would read "and will not hereafter acquire, hold, or dispose of any property therein, contrary to the laws of said state." This will not cause the withdrawing company any embarrassment, as that leaves it free to again apply for a license to transact such business as may not be in the nature of interstate commerce and hold such property as it may lawfully acquire as an incident to interstate commerce transactions.

Public Officers-County Boards-Sheriffs-Salaries-Sec. 694a, Stats. 1898, is a subsisting law. It has not been modified or repealed and was left out of present statutes by mistake. County boards may fix salaries of sheriffs according to its provisions.

February 3, 1915.

J. C. DAVIS,

District Attorney,

Hayward, Wis.

I have yours of Jan. 27th, requesting my opinion upon the following propositions:

which the sheriff must he be paid passed on Nov. 14,

1. What is the legal compensation of Sawyer county can now receive according to the terms of the resolution 1899, or must he be paid $1,000 per annum and turn all fees over to the county?

2. Is it legal for Sawyer county to pay a salary to the undersheriff and deputy sheriff, or must they obtain their compensation out of the $1,000 to be paid the sheriff as provided by the resolution passed under date of Nov. 14, 1899?

Copies of the proceedings of the county board of Sawyer county in changing from the fee system to the salary system of compensating sheriff, undersheriff and deputy sheriffs are submitted by you and may be briefly herein restated as follows:

On Nov. 15, 1898, at an annual session of said county board, it was resolved that on and after the first Monday

in Jan., 1901, the sheriff of said county and his deputies be paid a salary in lieu of all fees for services rendered within the limits of said Sawyer county, said salary to be fixed at a subsequent meeting of the board.

That thereafter, on Nov. 14, 1899, at the annual session thereof, the said board resolved that the salary of the sheriff of Sawyer county be fixed at $1,000 per year, payable quarterly, to be in lieu of all fees and fines, as compensation for services rendered within the limits of Sawyer county by said sheriff and deputies, except compensation for keeping and maintaining prisoners in the county jail.

It was further expressly provided that said changes "shall not, however, affect the fees of said sheriff in civil cases except when the county is liable therefor."

It was further provided in said resolution that such salary should be "in lieu of, and in full for, all expenses and disbursements of said officers and each of them in the performance of their official duties within the limits of Sawyer county."

At the 1905 annual session, and at the same time that the salaries of other county officers were fixed, the said county board fixed the salary of the sheriff at $1,000.

At an adjourned meeting of the 1911 session of said board, held Mar. 18, 1912, the salary of the sheriff was fixed in connection with the salaries of other county officers, and was fixed at $1,000 per annum.

It further appears that at an adjourned 1905 meeting of the said board, held Jan. 5, 1906, the board passed a resolution directing that the sheriff keep a set of books and make quarterly reports to the county clerk, beginning with Jan. 1, 1906, as provided for in sec. 1, ch. 217, Laws of 1901; and that at an adjourned meeting of the 1910 session of said board, held Aug. 23, 1911, the board resolved. to lay over all sheriff bills then before it for consideration until such time as the sheriff makes his reports and complies with the law.

It further appears from the copy of the proceedings of the county board, as submitted by you, that the said board

at divers times, by resolution, fixed the salary to be paid by the county to one undersheriff and one deputy sheriff during the years 1905 to January, 1911.

At an adjourned annual meeting of said county board, held Jan. 11, 1911, the following resolution was presented and adopted:

"Be it resolved, by the board of supervisors of Sawyer county, at their adjourned annual meeting assembled, that for the term ending Jan., 1913, the number of deputy sheriffs to be paid by the county shall be one, and that there shall be one undersheriff paid by the county, and that the salary of each shall be the sum of $40 per month, to be paid in accordance with law."

The above resolution seems to be the last action taken. by said board in fixing the number of and the salaries of the undersheriffs and deputy sheriffs to be appointed. It appears, however, that the sheriff whose term began in Jan., 1913, appointed one undersheriff and one deputy sheriff, each of whom drew a salary of $40 per month from said county throughout his term, which ended in Jan., 1915. It further appears that the present sheriff, whose term began on the first Monday of Jan., 1915, has appointed an undersheriff and one deputy sheriff, each of whom expect to draw a salary of $40 per month.

The resolutions of the county board of Sawyer county passed Nov. 15, 1898, and on Nov. 14, 1899, were adopted in accordance with and pursuant to sec. 694a, Stats. 1898, this being the only statute then in force providing for changing a sheriff from the fee system to a salary system. It reads as follows:

"SECTION 694a. Any county board may, at an annual or other meeting, by a resolution to be entered on their records, change the method prescribed by law for compensating the sheriff for all services performed by him within the county for which the county is liable to pay. When such a resolution shall have been adopted it shall be the duty of such board, at their annual meeting preceding the election of county officers, to fix a salary for the sheriff in the same manner as the amount of the salaries payable to other county officers are required to be fixed. The salary so fixed shall be in