« ՆախորդըՇարունակել »
in any analysis of the Act. It provides that nothing in the Act shall be construed to affect the provisions of the Baltimore City Charter or to repeal or change any of the then existing tax laws, except in so far as the same are therein specifically changed, or to change any local laws, or to authorize any corporation to exercise any franchise for furnishing light, heat or power in the City of Baltimore, or to relieve any corporation from the payment of any tax, or to impair any existing rights of creditors of any corporation.
The Act was passed on March 31st, 1908, to take effect on the following June 1st. It contains ninety-seven new sections, the inajority of which now constitute part of Article 23, entitled “Corporations."
THE AMENDATORY CORPORATION ACT OF 1916. The Act remedied many minor defects in the Act of 1908; it contains a “saying clause" similar to that in the Act of 1908 and found herein as Section 104a, on page 123; it changes the place of recording certificates, etc.; it changes the qualifications of directors and provides for a resident agent; it alters the method of making corporate amendments; it provides for consolidations, the issuance of stock for services or property or without par value; it specifies the officials upon whom process may be served, and it repeals some of the attachment provisions.
CREATION OF CORPORATIONS. The combined Acts are liberal and of a remedial nature. They provide that corporations may be formed for any lawful purpose; subject to the provisions of the Constitution. The old method for the formation of corporations, which was left unchanged, is simple and readily fol. lowed. In order to secure a valid charter, the essential Acts, except as to certain special classes of corporations, are (a) that the bonus tax, if any, shall be paid, and (b) that a certificate giving the name, principal oflice, with full postoffice address, authorized capital stock, name and postoffice address of resident agent, purposes and the names of the incorporators and directors for the first year shall be signed by all and acknowledged by some of the incorporators, and filed with the State Tax Commission, together with a payment of the recording charges (Article 23, Sections 3-5, pages 55-6. The Act of
1908 provided that the certificate should be recorded in the office of the clerk of the court of the political sub-division in which the principal office of the company is to be located, and also in the office of the State Tax Commissioner. The Act of 1914 changed this so that the certificate was to be recorded in the office of the Secretary of State. Now charters must be recorded at three places, namely, with the State Tax Commission, the Secretary of State and the office of a court clerk. As soon as the bonus tax is paid and the certificate filed, the directors usually invite subscriptions to the capital stock, for, while broad powers are given directors for the management and government of corporations, it is expressly provided that the bylaws of corporations, subject to one exception, can be made and altered only by stockholders (Article 23, Section 12, page 63). There is no provision in the statute requiring that directors in ordinary business corporations must be stockholders. In lieu of an old requirement that one of them shall be a bona fide resident of the State of Maryland, it is provided that domestic corporations shall have a resident agent (Article 23, Section 8a, page 61). It is also provided that an executive committee may be formed from among the directors (Article 23, Section 10, page 62). Corporations may be formed to conduct any lawful business, and are permitted to transact business anywhere (Article 23, Section 2, page 51), but meetings of the stockholders can be held only in this State (Article 23, Section 17, page 65).
STOCK TRANSFERS. The transfer of the shares of capital stock of corporations was provided for by a remedial Act of legislation, known as Chapter 73 of the Acts of 1910, or "The Uniform Stock Transfer Act." This Act begins herein with Section 38 of Article 23, at page 83. It is modeled upon the Uniform Stock Transfer Act adopted by several of the States.
TAXATION. The method of taxation of corporations was radically changed by Chapter 324 of the Acts of 1914, beginning herein on page 110 as Section 88B of Article 23. Prior to this time individuals were taxed in one way, the ordinary corporations by a second method, foreign corporations by a third method, and special classes of corporations by other or additional forms of taxation. Without repealing the existing law, except in so far as it related to the taxation of ordinary busi
ness corporations, Chapter 324 provided that the ordinary business corporations should be taxed as are individuals, except that as additional taxation they should pay a bonus tax upon incorporation and a small annual franchise tax.
By Chapter 43 of the Acts of 1914, being, Section 4A of Article 81, entitled “Revenue and Taxes” (page 455), the Legislature exempted from taxation the securities issued by the State of Maryland or any political sub-division thereof, including the incorporated towns and cities of the State.
By Chapter 411 of the Acts of 1914, being Section 214 of Article 81 (page 509), the Legislature changed the rate of taxation on bonds, certificates of indebtedness or other evidences of debt issued by private corporations incorporated under the laws of the State of Maryland and owned by residents of this State, so that the State rate of taxation upon the same, assessed against and paid by resident stockholders, was changed from the full State tax, varying every other year, to a fixed rate of fifteen cents on every one hundred dollars in value of property, thus making for all purposes of taxation, both State and local, on bonds, etc., as above stated, a rate of forty-five cents on every one hundred dollars of value of property. The fixed rate of thirty cents for local purposes, included in the rate of forty-five cents, was left unchanged. The same statute provides that bonds, certificates of indebtedness and other evidences of debt issued by any public or private corporation incorporated outside of the State of Maryland and held or owned by residents of this State, together with all shares of stock of foreign corporations held or owned by residents of this State, shall be assessed and taxed in the same manner as are bonds, ets., issued by private corporations incorporated under the laws of Maryland. Article 15 of the Declaration of Rights, as amended in 1914, expressly permits of a classification of property for the purposes of taxation.
BANKS AND TRUST COMAANIES. Another important statute passed since the enactment in 1908 of Chapter 240 is the Act of 1910, Chapter 219, found herein as Article 11, entitled "Banks and Trust Companies.” This Act has given to the State of Maryland a fairly good law regulating the government of banks and trust companies. It provides for the incorporation, or
ganization and dissolution of financial institutions. By the Act of 1914, Chapter 797, being Sections 162, 162A and 162B of Article 81 ( page 479), the Legislature provided for a fixed and uniform rate of taxation of banks and trust companies, and of their shares of stock as held by the owners thereof, thus putting banks and trust companies and their shares of stock under a special classification for the purposes of taxation.
INSURANCE. The Legislature at the Sessions of 1912 and 1914 passed a number of Acts relating to insurance, the most noteworthy of which is the Act of 1914, Chapter 489, found herein in Article 23, beginning at Section 154a on page 147. This Act is of considerable length, and provides for the incorporation of employers' mutual companies insuring employer members against liability for accidents or injuries to and death of employees. Chapter 256 of the Acts of 1916, inserted herein as Sections 1541 to 1540 in Article 23, is new and important legislation relating to mutual fire insurance companies. Chapter 255 of the Acts of 1916, beginning at Section 184A, vitally affects the granting of licenses to agents and solicitors.
PUBLIC SERVICE COMMISSION. Another important piece of legislation enacted since 1908 is the Act of 1910, Chapter 108, entitled "Public Service Commission," which is found in Article 23, beginning herein at Section 413 on page 332. This law bears some of the ear-marks of the Wisconsin Act upon the same subject, but is mainly a copy of the New York Act, with a few modifications. It is divided, as is the New York Act, into five parts-(1) the provisions governing the creation and organization of the Commission; (2) those pertaining to railroads, street railways and other common carriers; (3) those pertaining to gas and electric companies; (4) those pertaining to telephone and telegraph companies, and (5) finally those sections providing for certain general powers and regulations, including Court procedure. The constitutionality of this Act has been upheld. Although this enactment is a specialization of law, the activities of the Commission and the applications of the public for redress from the Commission are growing so that its insertion herein is necessary. Under the subject of the Public Service Commission have been inserted the important
enactments of 1916 relating to the licensing, regulating and taxing of motor vehicles engaged in the public transportation of passengers and freight.
EMINENT DOMAIN. By Chapter 117 of the Acts of 1912 the Legislature created Article 33A, entitled "Eminent Domain," but by Chapter 463 of the Acts of 1914 it entirely repealed and re-enacted with amendments the original Act (see herein, page 430). The main feature of this Act is that it provides for a speedy trial of cases of condemnation of property and for the requisite notice to those under legal disability or who are nonresidents, and for the actual taking of the property by the public corporation or the public service corporation under certain conditions, without waiting the final determination of the condemnation proceedings. It also provides for the advancement of the trial of such cases, so as to insure speed as to both trial and appeal. Heretofore cases of this character were first heard before a sheriff's jury, but now they are heard before the Court, with the regular panel of jurors, or a jury specially called by the Court in order, to facilitate the proceedings. This was a long step forward in giving to corporations desiring property for their public service the power to acquire the same without vexatious and unreasonable delays.
WORKMEN'S COMPENSATION Act. The final important enactment since the Session of 1908 is Chapter 800 of the Acts of 1914, inserted as Article 101, entitled "Workmen's Compensation Act.” This Act governs the liability of the employers to employees when they are compelled to work under certain dangerous conditions or are employed at extra-hazardous work. The Act does away in each case with the ordinary defenses, as, for instance, the Fellow-Servant Doctrine; it provides for compulsory insurance for employees under these conditions and it fixes the amount payable for injuries and death to employees,
GEORGE MOORE BRADY.
Baltimore, September 1st, 1916.