Messrs Montgomery and O'Meara have located in Bartlesville for the practice of the law. They came from Kentucky well recommended and endorsed by able jurists of their home state. Mr. O,Meara was at one time law partner of Judge Hobson, now Judge ofthe Supreme Court of Kentucky.

Hon. Paul F. Mackey, formerly of Pond Creek, and son of the well known Judge Mackey of that city, has moved to Vinita, Okla., and is building an extensive law practice in his new chosen home.

HUMOR.

An old colored woman arrayed in a rusty black dress and hat with a long black veil appeared in a Carolina

court.

"Am you the reprobate Jedge, sah? "Yes, I am the probate Judge, aunty. What can I do for you?" answered the Judge repressing a laugh.

"Thanky sah! I se heah cause mah ole man done died detested and left two chillin, I wanter be pinted executioner, ef yo please sah."

A Boston lawyer who brought his wit from Ireland while cross-examining the plaintiff in a divorce trial brought forth the following: "You wish to divorce this woman because she drinks?"

"Yes, sir."

"Do you drink yourself?"

"That's my busines," he replied angrily.

Whereupon the unmoved lawyer asked: "Have you any other business?"

The Law

THE

OKLAHOMA

LAW JOURNAL

VOL. 6.

EDITED AND PUBLISHED MONTHLY BY

D. H. FERNANDES, GUT.IRIE, OKLAHOMA.

POWERS OF CORPORATIONS, Organized Under an Act of Congress, approved Feb. 18, 1901, in the Indian Territory, whose Charters are now in conflict with the Constitution and Laws of the Present State of

Oklahoma.

By Hon. E. S. Bessey, of the Claremore Bar.

The Act of Congress approved February 18, 1901, put into effect in the Indian Territory, certain sections of Mansfield's Digest of the laws of Arkansas, relating to the organization, powers and privileges of domestic corporations organized thereunder. The sections designated in this Act become in effect Federal law.

Section 991 of the Digest referred to in this Act says "The General Assembly may at any time for just cause rescind the powers of any joint stock Corporation created pursuant to the provisions of this Act, and may prescribe such mode as may be necessary or expedient for the settlement of its affairs."

Under this section it would seem that so long as Congress exercised exclusive legislative authority over the Indian Territory, Congress would, without the intervention of the courts, have had power to annul, alter or vacate corporate charters for just cause at any time. All corporations organized under this Act are presumed to have assented to the above legislative reservation, and hence every charter contract between the sovereign

and the incorporators, contemplates and includes the provision that Congress might rescind the contract for just cause to the same effect as if this provision were written in the charter itself.

(Morawitz on Private Corporations, Sec. 563, 564; Holyoke Co. vs Lyman, 15 Wall. 500; Close vs. Glenwood Cemetery, 107 U. S. 466; Miller vs. State, 15 Wall. (U. S. ) 478.)

If "just cause" be interpreted to mean that a charter of a corporation may be revoked for misuse or abuse of its authority, such misuse or abuse may be inquired into by the courts or by the legislature, according to legisla tive intent as expressed or implied in the legislative act. It is either a question for judicial determination, or a question of legislative discretion.

(Morawitz on Corporations, Sec. 469; Flint etc. Plank Road Co. vs. Woodhull, 25 Mich. 99.)

On the other hand when the abuse of a charter is judicially determined, the corporation will be dissolved without the intervention of the legislature, and the court could not decide that fact to be true without pronouncing a judgment of forfeiture. Congress in the act in question certainly meant to reserve something more than the right to dissolve the corporation after it had been dissolved by a court. The power to kill what is already dead is no power at all. The language of the Act that "The General Assembly" may rescind these corporate powers and makes no reference to a judicial inquiry, indicates that Congress, and not the courts might determine when, or for what cause, a charter should be rescinded, and such determination when made would be conclusive upon the courts.

(Cook on Private Corporations, Sec.640; Volume 10, Cyc. 1273: Hamilton Gas Light Co. vs. Hamilton, 146 U. S. 258; Thompson on Corporations, vol. 4, Sec. 5420; Greenwood vs. Freight Co. 105 U. S. 13; Morawitz on Corporations, Sec. 469; Miners Bank vs; U. S., 43 Am. Dec., 115; State vs. Currant, 12 Ark. 321. Under a general statute reserving to the legislature the right to amend or repeal all charters, with a proviso

that it will not repeal a certain class of charters unless for some violation or other default, the legislative inquiry to ascertain whether there has been a violation or other default is not "A judicial act.'

Crease vs, Babcock,34 Am. Dec. 61.

If just cause for dissolution should exist and Congress failed or neglected to act, under the reserved power in the statute, the power of Congress to rescind these charters, would probably not preclude the Government, through its Attorney General, from bringing an action in the proper court to dissolve the corporation for violation or misuse of its charter power. Several decisions of the Arkansas Supreme Court construing forfeitures of charters granted prior to the passage of section 991 of Mansfield's Digest, hold that this question can be decided in the courts only, but in no case has this court construed this section, which reserves this power in the legislature.

If Congress then intended to reserve the power under the act of February 18, 1901, to rescind any and all corporate charters at will, it might do so at any time without impairing the obligation of the charter contract or infringing on vested rights, for the reason that this very reservation became a part of each and every charter-contract. These corporations are in much the same condition as the parties to oil and gas mining leases on Indian lands which provide that the parties will abide the regulations of the Secretary of the Interior that are now or that may hereafter be promulgated. The Charter contract under these circumstances resolves itself into an agreement that the corporation will quit business as such, whenever Congress may demand it, and that it will wind up its corporate existence as directed. This being the contract to which the Sovereign, the corporation, and the stockholders have all ascented, neither party can complain that the contract was impaired by a revocation of the charter at the will of Congress. It would