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supposed that the Society, in its wisdom, would do the right thing; and now I feel perfectly safe, because, in the event of the incapacity or incompetency of the President, I know we have one man who will come to the rescue of the Association.

A. D. Marks.-I believe the election of a Secretary is next in order.

THE PRESIDENT.—Does the Chair hear any nominations for Secretary?

A. D. Marks.-I desire to put in nomination our most proficient Secretary, Mr. Claude Waller.

Motion seconded.

W. L. Granbery. I move that the rules be suspended, and the President cast the unanimous vote of the Association for Mr. Waller for Secretary.

Motion carried unanimously.

J. M. Dickinson.-It is customary to send delegates from this Association to the American Bar Association. We are entitled to send three delegates and three alternates. I move that we now go into the election of these delegates.

The PRESIDENT. - It is now in order to elect three delegates and three alternates to the American Bar Association. J. M. Dickinson.—I will say, for the information of any

who may not be aware of the fact, that the American Bar Association meets in Milwaukee. I nominate from East Tennessee, H. II. Ingersoll; from West Tennessee, Mr. Lehman; and from Middle Tennessee, A. D. Marks.

A. D. Marks. I wish to say that I am already a member of that Association. I wish to nominate A. M. Tillman, of Nashville, who has been elected a member of this Association, and who, I think, expects to attend the next meeting of that Association.

Nomination of Mr. Tillman seconded.

W. L. Granbery. I move that the rules be suspended, and the Secretary be requested to cast the ballot for these three nominations.

Motion carried, and Secretary so instructed.

A Member.-I move that R. M. Barton, of Chattanooga, be appointed alternate for East Tennessee.

Motion seconded.

W. W. McDowell.-I nominate Mr. Metcalf, from West Tennessee.

Nomination seconded.

A Member.--I nominate M. Savage, of Clarksville, for Middle Tennessee.

Nomination seconded.

A Member.-I move that the rules be suspended and the Secretary be instructed to cast the unanimous vote of the Association for the three gentlemen named.

Motion carried, and Secretary so instructed.

J. S. Pilcher.-I think it has been customary to elect a Central Council.

A. D. Marks.—Mr. President, it has been customary, in electing a Central Council, to elect a majority, a quorum, from the place where the President resides.

The PRESIDENT.— It has been customary, the Chair is informed, for three to be elected from the place of residence of the President.

J. S. Pilcher.—I nominate H. II. Ingersoll as one of the Central Council.

J. M. Dickinson.-I nominate J. W. Caldwell as another.
A Member:-I nominate W. L. Welcker as another.

H. M. Wiltse.--In view of the fact that I think it convenient that a member of the Central Council should be in Chattanooga, I nominate M. M. Hope, of Chattanooga.

J. W. Bonner.-I nominate C. W. Metcalf, of Memphis.

A. D. Marks.-I move that the rules be suspended, and the Secretary directed to cast the ballot of the Association unanimously for the members nominated.

Motion carried.

The following papers were received, filed, and ordered published in the proceedings: “ The Mero District,” John Allison, of Nashville ;“ Co-operation Among Lawyers,” G. N. Tillman, of Nashville; “ The Ann Arbor Cases," Samuel Watson, of Nashville.

J. M. Dickinson.—I move that we adjourn until to-morrow morning, at 10 o'clock.

Motion carried, and Association adjourned.

SATURDAY, JULY 15, 1893.

The Association was called to order at 10 o'clock by the President.

THE PRESIDENT.—The first business before this body will be the report of the special committee touching the legal status of foreign corporations in Tennessee, of which Mr. Champion is Chairman.

Mr. Champion read the majority report, as follows:

To the Bar Association of Tennessee:

The undersigned, members of the committee to whom was referred the able paper read by John II. Watkins upon the status of foreign corporations under the act of 1877, Chapter 31, as amended by the act of 1891, Chapter 122, report as follows:

(1) That we are of the opinion that foreign corporations do not subject their capital stock, and other property, to an ad valorem tax in Tennessee by complying with said acts. The property owned by such corporations, located in Tennessee, is subject to taxation, independent of said legislation.

(2) The main purpose of said acts, manifestly, is to have foreign corporations doing business in this State, brought within the jurisdiction of our State courts.

(3) That such corporations engaged in interstate commerce would not fall within the provisions of said acts.

(4) Foreign corporations which comply with the law would not thereby be deprived of the right to sue in the Federal courts, nor would such compliance prejudice their charter rights, or tend to annul their charters. In short, the legal effect of a compliance with the acts of 1877 and 1891 will be to subject these corporations to suit in the State courts of Tennessee, and impose upon them a small privilege tax.

We are content to state the conclusions we have reached without elaborating the reasons therefor.


C. F. Vance. It is with a great deal of diffidence that I present a minority report. The fact is, the minority report is not founded upon a conviction of its being correct. We did not have the revenue law of 1892 before us, showing that foreign corporations are taxed on premiums two and one-half per cent. in lieu of all other taxes, and we could not consider the effect of that, whether it applied to all foreign corporations that had taken advantage of the law of 1877–1891, or whether it applied to purely foreign corporations that generally come under this statute; and likewise the decisions of the Supreme Court of the United States, to the effect that the identity of a corporation was not destroyed by a list of statutes reorganizing the corporation; that it was still a corporation of the State under whose laws it was organized. If we had had these authorities, so far as I am concerned, my opinion would have been much more satisfactory, and I would be glad for the report of the majority of the committee to be adopted, and merely present my views as a minority for the purpose of discussing it. Otherwise, I would dispense with the report entirely, but, for the purpose of discussion, I will read my views in regard to this law.

The minority report is as follows:

The undersigned, member of the committee to whom was referred the construction of the acts of the General Assembly of the State of Tennessee, in regard to the status of foreign corporations, passed March 21, 1877, and March 21, 1891, holds the opinion that the language of the acts being unambiguous, is evidence of the intention of the Legislature, and, if intended to merely recognize foreign corporations doing business in this State, or merely to bring them within the jurisdiction of the courts of this State, the language could have been so chosen as to clearly express such intention. But such is not the lan. guage, in our opinion.

The first section of the act of March 21, 1877, provides that certain manufactories, organized and incorporated under the laws of other States, “ may become incorporated in this State.” What is the meaning of the word incorporated ? And, if made a corporation of the State by the statute, how can it be said that it was merely recognized in this State as the incorporation of another State?

Section 2 of the same act provides that an abstract of the charter or articles of association of such a corporation must be recorded in the office of the Register of each county in which such corporation proposes to carry on its business or to acquire

any lands.

If the act was intended to be a mere process act, to subject the foreign corporation to the jurisdiction of the courts of the State, this could be accomplished by filing a copy of the charter in the office of the Secretary of State, if the same purpose was not accomplished by the act of 1887, authorizing, under certain circumstances, a personal judgment against foreign corporations. There could be no necessity of registering abstracts of the charter in the different counties of the State in which the corporation proposed to do business.

Section 3 provides “that such corporations shall be deemed and taken to be corporations of this State, and shall be subject to the jurisdiction of the courts of this State, and may sue and be sued therein in the mode and manner that is, or may be by law, directed in the case of corporation created or organized under the laws of this State.”

This language puts foreign corporations, in their relations to the laws of the State, on a perfect equality. No distinction whatever is made between the two classes of corporations, foreign and domestic.

Section 5 provides for the winding up foreign corporations when they become insolvent, giving a preference to domestic creditors, when they became such creditors prior to being incorporated in this State by filing their charters with the Secretary of State, etc. Could a mere foreign corporation, independent of this statute, be wound up and settled, with a distribution of assets as an insolvent corporation? We think not.

The same section of the act (5) further provides that “the

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