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the least, any public interest; but the Board of Public
Works insist, that as they are clothed by the Constitution,
with authority to appoint the Directors in all Canal and
Railroad Companies in which the State has the " legal pow-
ers to appoint Directors," it is beyond the power of the
Legislature to direct how the vote of the State as a Stock-
holder in the Chesapeake and Ohio Canal Company shall be
cast, and that this provision extends not merely to the case
when the power of appointment is exercised by the Board
independently of all other Stockholders, but also to the case
where the State only votes for Directors in common with her
co-Stockholders.
Your memorialists find themselves unable to concur in this
view. They are advised that the Directors of the Chesapeake
and Ohio Canal Company are not among the class of Direc-
tors for whose appointment the Constitution provides, and
that neither in fact nor in law, has the State any legal power
to appoint them. There are, and have been, many corpora-
tions in which the State, at the time of subscribing for stock,
reserved to itself the right to appoint Directors.
Such is the case of the Baltimore and Ohio, and Philadel-
phia and Wilmington Railroads, and formerly of the Sus-
quehanna Railroad Companies, and it is to direct one of
this class alone that the Constitutional provision was in-
tended to apply. But in the Chesapeake and Ohio Canal
Company, the State has no Directors to appoint, nor has she
ever pretended to any other power than that of meeting with
her co-Stockholders in general meeting, and casting the
number of votes belonging to her shares as other Stockhold-
ers cast theirs. Her relation to the company is simply that
of any other Stockholder, and the Directors, when elected by
a majority of the Stockholders, represent not the State but
the Corporation. Neither in the original charter, nor in any
supplement thereto, has any power at all been conferred on
the State to appoint Directors in this Company, and the
words "legal power" in the Constitution, meaning power
by law, cannot by any latitude of construction be interpreted
to confer a power to appoint resulting from the State's being
the owner of a majority of stock in the company. A power
to appoint is in its very nature altogether inconsistent with
the idea of an election shared in by others. The correctness
of this view becomes the more apparent whea it is borne in
mind that should two, of the Board of Public Works be pre-
sent at the general meeting of the Stockholders and fail to
concur, so that the voto of the State would not be cast, the
minority, according to the provisions of the charter, could
elect the Directors. Indeed the provision in the same sec-
tion which declares that the Directors appointed by the
.Board of .Public Works, shall represent the State in all meet-
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