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321
six Directors of the Company are required to be chosen, to
represent the whole body, of the Stockholders, but that neither
the State of Maryland nor any other Stockholder is by the
charter or by any law, authorized to appoint any Director or
Directors as special representatives of the stock or interest of
said Stockholder in said Company, but that the President
and the said six Directors have always been chosen by the
votes of the Stockholders present, by virtue of the said char-
ter and not by virtue of any other law or any provision of the
Constitution of the State of Maryland, nor under the said
charter which is a contract not subject to be altered or modi-
fied without the consent of the Stockholders. Could there be-
any valid law or constitutional provision authorizing the ap-
pointment of the President, or Directors by the said Board of
Public Works.
In pursuance of the charter the Stockholders of the said
Company met in the City of Annapolis, on the first
Monday of June, 1867, when a lawful meeting was
organized by the presence and co-operation therein of
a majority in value of all the stock, and, at that meeting
the State of Maryland claimed to be present and represented
by a majority of the Board of Public Works of said State,
and the United States, the State of Virginia, and the cities
of Washington, Georgetown and Alexandria, attended by
their duty appointed proxies, and the Trustees of the Bond-
holders, in pursuance of the said Act of the General, As-
sembly nominated in writing a President and four Directors
of said Company.
And your memorialists further state that the said meeting
of Stockholders took into consideration the said law, as they
were bound to do, and a resolution was offered providing for
the acceptance of the same. The object and effect of said
law was now for the first time, discussed by the said
Stockholders and the Stockholders present, including the
State of Maryland, represented by the Governor and Comp-
troller, were unanimously of opinion that it was a wise and
expedient act of legislation, founded upon sound principles of
public policy. But, whilst there was no difference of opinion
as to the justice and wisdom of the law, the Board of Public
Works had conceived doubts of its constitutionality, and
against the wishes and judgment of the minority of said
Stockholders, refused to vote for the acceptance of the law,
and without coming to any definite vote thereupon, proposed
and carried an adjournment of the meeting to the 10th day
of July, proximo.
It is not pretended that the Act of 1867, violates any es-
sential principle of the fundamental law, or contravenes in
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