if this matter this discussion-shall proceed to a vote, shall this Association commit itself to either the minority or majority report?

THE PRESIDENT.-The Association is looking forward to some motion to be made after discussion has been had on the subject.

John Ruhm.-I hope we will now rest, that is, that we will rest the subject when the discussion is exhausted. I hope we will not proceed to commit ourselves either to the views expressed by the minority report or the majority report. As has been well suggested, we are not prepared, except it may be a few of us who have studied the question before we came up here, to intelligently vote, and we should rest, it seems to me, on such an important matter, when it is now being thoroughly discussed, digested, and looked into by all the lawyers of the State. I do not know that we should report that the opinion of the Bar Association is that the law is this way or that way. I am very glad that the discussion has taken place, and know the people of Tennessee will be glad to hear that the lawyers have discussed this question, but I think that we should now quit, unless some one wishes to say something to enlighten the members present upon some points that have not been clearly brought out.

Now, there is another reason why we should not commit ourselves, and that is an economical reason. Times are very hard, but I know that a great many of us have been asked for opinions on this subject, and I should be quite loath to let my clients, now waiting for my opinion, know what my opinion is before they come to counsel with me; and I say to my friends, that I hope we will lay the matter by at the end of this discussion, not precisely at this point, but whenever we get through talking.

In this connection I desire to make a statement. I did uot

have an opportunity yesterday. The question was asked whether the act of 1877 was the Rugby bill. It was. I happened to know a good deal about that.

THE PRESIDENT.-How is that?

John Ruhm.-I say the act of 1877 was what is known as the Rugby act. I happen to know a great deal about that, and I desire to say how I do, and what connection I had with it. In

869 I was employed by the Bavarian and Prussian governnents to have the laws of descent in regard to alien non-resilents changed in the words they are now to be found on the statute books. I was employed to go before the Tennessee Legislature, and then to Alabama, and also to Indiana, so as to get the laws changed to render alien non-residents capable of inheriting in Tennessee. The law of 1869 was changed so as to allow them to do so. It was provided that it should be so in the case of alien non-residents who were citizens of the country, and under the reciprocity act of 1877. At Rugby, a colony was started in 1876, but it was afterward transferred to South Pittsburg. At that time it was Rugby, and they desired to have the Legislature permit foreign corporations to operate as State agents. My attention was called to them by the same governments I mentioned just now, to see that legislation did. not interfere with them, and that act I obtained for them. It might be interesting for you gentlemen to know these facts in connection with that act, and, therefore, I mention it.

W. H. Russell.-In the light we have had on the history of the act of 1877, I think it quite clear, as a matter of fact, that, no matter what the legal construction of the act is, that the Legislature, in that act, had no idea, by that legislation, to make of these foreign corporations domestic corporations. The act of 1891 seems to me to have been simply for the purpose of extending the provisions of the act of 1877 to all foreign corporations. At that time the Legislature seem to have had in mind the line of decisions of the Supreme Court and the Federal courts generally in the United States, holding that legislation which undertakes to provide that cases shall not be removed from the State courts, are unconstitutional, and, hence, especially as applied to corporations engaged in interstate commerce. As to how the rights of corporations are to be affected by this act, seems to be unsettled. There seems to be a difference of opinion. It seems to me the purpose of the Legislature was, by requiring the filing of these abstracts, to go as far as they possibly could to establish State jurisdiction for the bringing of suits against these foreign corporations, and prevent their removal to Federal courts. It might not be practicable for the Association to undertake, in advance, for reasons

that have already been given, to indicate its opinion as to whether or not it is, in fact, constitutional, for the purpose of removing cases as indicated, but, so far as expressing an opinion as to the effect of this impending taxation of foreign corporations, it seems to me that this Bar Association is, and ought to be, organized for the very purpose of discussing fundamental principles and the legal construction, and especially for the consideration of such important matters as the "Status of foreign corporations doing business in this State." We need not say that this committee, or any one else, expresses an opinion, but that, as the matter now stands, that report now indicates the sentiments of the committee of the Association, and, in doing so, hold that that ought to be the construction of that act of the Legislature when it comes before the courts, and I do not apprehend that we are thereby fettering the opinion or tying the judgment or discrimination of any member of this Association who is also a member of the judiciary, because, in taking the vote, we can have the votes reported separately, so that he will not be bound by any opinion, whether one way or the other, when the question is presented to him. Therefore, I think the true question is one of jurisdiction. I believe that is what the Legislature had in mind, and that these other matters are immaterial matters, which have crept in from the outside, and that an opinion of this Association, expressed through its committee and arrived at by a vote of these members, would be beneficial to the commercial and business interests of the State.

J. B. Heiskell.-How is a man to express an opinion, give a written opinion on a subject of that kind, if he has no opinion on it?

THE PRESIDENT.-Give the opinion of somebody else.

J. B. Heiskell.—He is not authorized to vote somebody else's opinion, and then there is a very serious objection to a man's committing himself to a written opinion by the simple announcement of the word "aye" or "no." Really, it seems to me that we are not only going beyond the proper design of this Association, and thereby doing something beyond our jurisdiction, but we are committing a serious error, and making a precedent if we should vote upon this question in this way, that

may involve us in very serious difficulties hereafter. If nothing more is desired to be said on the subject, I move to lay the whole subject upon the table.

THE PRESIDENT.-What is the pleasure of the Association upon the resolution?

S. A. Champion.-I believe the question of pressing this resolution to a vote was not discussed in the committee. The main object was to have the matter discussed.

H. R. Gibson.-I wish to make myself solid with Judge Heiskell. I stated to him, while the discussion was going on, that I wished somebody would move to lay the matter on the table. He made the motion, and I supposed that Mr. Ruhm was going to second it, inasmuch as he made the same question. I expected to second it, and I rise now to second it, because I wish to be excused from voting, because the question may come up before me in some shape or form, and because I do not wish to be embarrassed by having voted on it.

THE PRESIDENT.-You have heard the discussion of the majority report. It has been moved by General Heiskell and seconded by Chancellor Gibson, that the subject of this resolution, the reports and resolution, be now laid upon the table.

S. A. Champion.-I want to say this: That the committee had several meetings; we had all present, and voting on this resolution was not mentioned at all. The main object seemed to be to get an expression of opinion upon the subject. That was the object. I do not know whether it is better to press it to a vote or not, but I am opposed to its being tabled, because I think that would have the effect of adopting the minority report. However, there has been no motion to substitute it, and I move in lieu, that the further discussion be postponed to the next meeting.

J. M. Dickinson.-I second that motion.

THE PRESIDENT.-It is moved and seconded, and the motion. accepted by the mover of the previous resolution, that this subject be now postponed until the next meeting of the Association.

R. M. Barton.-I want to suggest that this matter, having excited such general interest, and being a question of such magnitude, and it having come up before this association, it seems

to me it would probably be better for the public if we would adopt the majority report. If we postpone it, the intimation to the public is that the question came up before the Bar Association, and they would not say any thing about it; and that the question is one of great doubt-that it must be. My idea is, that it is best to adopt the majority report. It occurs to me that the subject, having come up, and, after having had a report made on it, it would be best for us to adopt the majority report. Claude Waller.-It occurs to me, that at this stage of the meeting of the Association, when there are only fifteen or twenty members present, it would be exceedingly improper for that number to commit the Association to any question, or to any opinion upon any question of this kind, especially when not a majority of those present have had any way at all to investigate this question. To adopt either the majority or minority report would commit, it would seem to me, every member of the Association to that opinion, and, for that reason, I am in favor of the motion to suspend further discussion until the next meeting of the Association.

J. B. Heiskell.-Perhaps it would be well to incorporate in it, that, owing to the lateness of the hour and the paucity of members, it was deemed better to not consider, by any direct vote upon it at this stage of the proceedings.

W. H. Russell.—I would like to ask whether the majority and minority reports will be embodied in the proceedings of this Association, if this motion to postpone the discussion carries?

THE PRESIDENT.-Both the majority and minority reports, together with the discussion, will appear in the regular proceedings of the Association.

G. W. Easley. Could we not compromise this difficulty, and satisfy these gentlemen by passing this kind of a substitute? While the Association is disposed to favor the majority report, yet, in consideration of the fact of the lateness at which it was discussed, voting upon it was postponed until the next regular meeting. By that means we will get all of the benefits, or, at least, part of the benefits, so as to break the force of having discussed the question at all and not reached any conclusion. For my part, I am willing to vote for, and heartily agree with the majority report, but I am disposed to sustain the Governor for