|
Delegate Grumbacher.
DELEGATE GRUMBACHER: Are there
any other states which have this type prob-
lem with corporations, or have they dis-
appeared by this point in time?
THE CHAIRMAN: Mr. Gallagher.
DELEGATE GALLAGHER: We have
not researched that point, Delegate
Grumbacher.
THE CHAIRMAN: Any other questions?
Delegate Gallagher, the Chair has one
or two questions. It directs your attention
to the sentence beginning in line 35, and ex-
tending down to 41, and I will ask you if
that does not have a much broader import
.than the B&O railroad or the other corpora-
tions you mentioned with respect to tax
exemptions?
DELEGATE GALLAGHER: Yes, sir, it
does. In actuality, the first two sentences
were in the 1851 Constitution, and the
sentence beginning "The General Assembly
shall not alter --" on line 41 came in with
the 1851 constitutional amendment, and it
was passed as a general corporate desire
rather than specifically with the B&O Rail-
road in mind.
THE CHAIRMAN: And is not merely a
transitional provision?
DELEGATE GALLAGHER: No, sir; that
is not transitional.
THE CHAIRMAN: Are there any other
questions?
Delegate Scanlan.
DELEGATE SCANLAN: My question is
prompted by the question that the Chair-
man put to you. He called attention to line
35, and the sentence that follows down to
line 41.
Is this statement of legislative authori-
ty over the chartering of corporations nec-
essary in this day and age, or is it not now
well established that, even without a sen-
tence of that sort, the State of Maryland
would have plenary power in amending
corporate charters?
DELEGATE GALLAGHER: I do not
think that is certain. As long as we have
Court of Appeals' decisions which say that
a charter confers a right which cannot be
removed or tampered with after the con-
ferral you have to have a kind of existing
blanket sentence such as this so that any
corporation created takes its charter sub-
ject to this overall caveat.
|
DELEGATE SCANLAN: If we started
with a blank slate could the legislature
not pass an overall incorporation statute
after which, of course, the chartering and
amending of corporate charters would take
place ?
I am not suggesting that the legisla-
ture would not act under a master set
of laws.
Does the General Assembly of Maryland
not have plenary power except where the
limitations of contract might intervene?
DELEGATE GALLAGHER: Yes, you are
correct. I think the question is a policy one.
If the legislature had that power, it would
also have the power to make exceptions.
In the constitution it could not make
exceptions.
THE CHAIRMAN: Delegate Henderson.
DELEGATE HENDERSON: Is it not
true that for the first time in the history
of the State we have adopted in the con-
stitution a contract clause which heretofore
has been present only in the Federal
Constitution ?
DELEGATE GALLAGHER: I believe
that is correct, Judge.
DELEGATE HENDERSON: Is that not
an additional reason for incorporating this
provision, to make sure that charters are
not irrepealable contracts?
DELEGATE GALLAGHER: Yes, sir,
that would be an additional reason.
THE CHAIRMAN: Are there any other
questions of the Committee Chairman?
If not, if you will return to your seat,
we will take up the section-by-section con-
sideration of the committee recommendation.
Are there any amendments to section
3.03(b) ?
Delegate Gilchrist.
DELEGATE GILCHRIST: Mr. Chairman,
we have an amendment to strike 3.03 (b) in
its entirety, which was requested about an
hour ago.
THE CHAIRMAN: Just a second. Is the
Chief Page here?
Is your amendment to delete the entire
section 3.03(b) ?
DELEGATE GILCHRIST: Yes, Mr.
Chairman.
THE CHAIRMAN: Are there any other
amendments in preparation which would
affect or amend section 3.03 (b) ?
|
