REPORT OF COMMITTEE ON CONSTITUTIONAL CONVENTION.

the state, whenever they were put to the test. Let the convention propose to them a new Constitution which does not accord with the conservative thought of her best citizens, and they will promptly reject it. But after all whatever is approved by a majority of the people after opportunity for discussion is entitled to prevail, even if it should happen to run counter to your notions or ours. If the convention is wise, it will certainly not put any radical proposition in the body of the Constitution, but will add it as a separate section to be separately voted upon.

At any rate we desire to record our belief that, though a constitutional convention might make mistakes, the people at large can be trusted to rectify or nullify them.

The argument that our present Constitution should not be given up because we have flourished and grown wealthy under it, appears to us quite superficial. No connection can be traced between our prosperity and those provisions of our Constitution which have excited unfavorable comment.

Nor do we consider the comparison between the Constitution of Illinois and the federal Constitution as apt. The federal Constitution has stood for over a century and continues to satisfy the people and excite the admiration of the best thinkers of the world, because it is confined to an enumeration of tersely worded, broad, fundamental principles. The vice of our state Constitution is that it is legislated too much and is filled with provisions on details which have become out of date. It was an excellent instrument for the needs of the time. But candor compels the admission that we do not regard it as the perfection of wisdom. A beiter, wiser, more harmonious document, more suited to modern needs and framed so that it may adapt itself to newly arising conditions in the future can and probably would be written by a constitutional convention today.

SIGMUND ZEISLER.

In conclusion we desire to say that the signers of this report with one exception had preconceived notions opposed to the calling of a constitutional convention. But we approached the consideration of the subject in a judicial spirit. We carefully weighed the pros and cons and are now unanimous in reporting as our opinion that the calling of a convention for the revision of our State Constitution at this time would be desirable and expedient.

Respectfully submitted,

SIGMUND ZEISLER,

Chairman.

WILLIAM E. CHURCH,

LESTER H. STRAWN,

LOGAN HAY,

JAMES M. SHEEAN.

REPORT OF COMMITTEE ON REVISION OF CORPORATION LAWS.

REPORT OF COMMITTEE ON REVISION OF THE CORPORATION
LAWS OF THE STATE OF ILLINOIS.

ADOLPH MOSES, Chairman.

At the last meeting of this Association the Committee on Law Reform, of which the undersigned was Chairman, stated as follows:

"It is also believed that the corporation laws of the State, which have not undergone any special amendment for nearly thirty years, should receive a thorough overhauling, in the light of legislation which has been deemed necessary for the protection of the people in other states. The Committee would recommend the appointment of a special committee for this purpose, charged with the sole duty of examining the corporation laws of other States, and strengthening the corporation code of this State.

"There are many mischiefs in the management of corporations which have never been treated on the criminal side of the law, and a comparison of the corporation code of New York and that of Illinois will prove that there are offenses provided against in New York which are left unprovided for in the State of Illinois."

The special Committee was composed of Adolph Moses, Arthur J. Eddy, W. P. Early, Lysander Hill and Philip S. Post. The undersigned tried to procure the co-operation of Mr. Eddy in this important matter, by reason of his extensive researches in this special field of the law, but his occasional absences from the city of Chicago prevented a useful conference with him. No suggestions came to the Chairman from any member of the Committee, or from any member of the Illinois bar, and the work was too stupendous to be undertaken by the Chairman.

ADOLPH MOSES.

It was Mr. Eddy's opinion, expressed to the Chairman (in which he finally concurred), that the next session of the General Assembly would probably be so busy with the work of the Practice Commission, which had heretofore received no attention, that it was not likely that new legislation in this direction would receive any consideration. The election of a United States Senator was also considered an obstacle in the way of important legislation at the next legislative session. Another and controlling circumstance in the resolution to postpone this matter for another year, was the uncertain state of the anti-trust legislation of this State, which had undergone adjudication by the Supreme Court of the United States and by some of the Circuit Courts of Cook County, the result being adverse to the law.

It is therefore respectfully recommended that a Special Committee on this subject be continued, charged with the same object, and it is hoped that such Committee will have the support and suggestions of members of the bar.

The Chairman wishes also to call attention to the defective state of the Foreign Corporation Law of this State. In the case of Forrest v. Pittsburg Bridge Company, decided by the United States Circuit Court of Appeals, for the Seventh Circuit, on May 6, 1902, (reported 34 Chicago Legal News, page 299, and 24 National Corporation Reporter, page 270), the Foreign Corporation Act of 1897 and 1899, underwent discussion and consideration, and it was found to be radically defective.

It appears that the Foreign Corporation Act of 1897 required all foreign corporations, as a condition precedent for doing business in this State (inter alia), to maintain a public office for the transaction of business, where service of legal process may be obtained. The law was evidently insufficient upon this point, and the amended law of 1899 was passed to remedy the defect.

It was provided in the amended statute, that foreign cor

REPORT OF COMMITTEE ON REVISION OF CORPORATION LAWS.

porations are also required to promptly report to the Secretary of State any change in the name and address of their agents and representatives in this State, and any increase or decrease in their capital stock, or any decrease or increase in the proportion of capital stock represented in the State, of their property and business therein, by filing in the office of the Secretary of State a statement properly sworn to setting forth the facts.

It is now found that this legislation does not provide for a method of legal process in case a foreign corporation leaves the State of Illinois after incurring indebtedness therein.

An attempt should be made to get the next General Assembly to pass an amendment which will permit service of process upon a foreign corporation, while any indebtedness is outstanding which has been contracted by it while doing business in the State. A sample of this kind of legislation. may be found in "An Act to Organize and Regulate the Business of Life Insurance," in force July 1, 1869, and which provides, in Section 15, that the agency provided for therein shall be continued while any liability remains outstanding against the company in this State, and the power of attorney lodged with the State Auditor shall not be revoked until the same power is given to another, and a like copy filed with the State Auditor. Some of the American States have passed such legislation.

In Mutual Life Insurance Company v. Spratley, 172 U. S., 619, the Supreme Court of the United States recognized the importance of such legislation by saying that a vast amount of business is now done throughout the country by corporations which are chartered by States other than those in which they are transacting a part of their business, and this requires that some fair and reasonable means should exist for bringing such corporations within the jurisdiction of the courts of the State where the business was done out of which the dispute arises.