THIRD DAY.

Friday, July 31, 1896.

The Association convened at 10 A. M., President Albert D. Marks in the chair.

The first order of business on the programme was a paper entitled "The Pathetic Side of a Lawyer's Life," read by Douglas Anderson, Esq., of Nashville. (See Appendix.)

Judge Walter S. Bearden, of Shelbyville, then announced that the committee to which had been referred the report of the Committee on Legal Education and Admission to the Bar was ready to report. Judge Bearden reported orally that the majority of the committee were of the opinion that the recommendations of the committee for 1896, as to the bill proposed to be presented to the Legislature, should be approved. Edward T. Sanford, Esq., of Knoxville, on behalf of the minority, reported that the minority favored the bill prepared by the Committee for 1895 on Legal Education and Admission to the Bar. Upon motion, the minority report was substituted for the majority report, and the incoming President was directed to appoint a committee of five, or more if necessary, to present the approved bill to the next Legislature and urge its passage.

The next order of business was the report of the Committee on Jurisprudence and Law Reform, prepared by Hon. Joshua W. Caldwell, of Knoxville. In the absence of Mr. Caldwell, Horace Vandeventer, Esq., of Knoxville, read the report. It is as follows:

REPORT OF COMMITTEE ON JURISPRUDENCE AND LAW REFORM.

To the Bar Association of Tennessee:

The reports of our predecessors on this committee have discussed a great variety of subjects, and have abounded in wise suggestion. So far as is known to us, none of these suggestions has resulted in actual legislation, nor been otherwise productive of practical results; but reforms are always of slow growth, and they who practice virtue must also cultivate patience.

The members of this committee have shown a cordial willingness to allow the Chairman the privilege of monopolizing the work, but at the same time they have offered valuable advice.

The member from Jackson recommends the repeal or modification of Section 1870 of Milliken & Vertrees Code, which requires certain corporations to declare and to pay dividends whenever there shall be in the hands of the Treasurer an amount sufficient to pay 4 per cent. This provision, which was intended, it is presumed, to protect minority stockholders, has, in at least one instance, prevented the establishment of a large manufactory in this State. It seems to be reasonably certain that it is too restrictive, and the committee presents the subject of its repeal as worthy of the attention of the Bar Association.

The criminal statutes of the State on the subject of embezzlement have long been offensive to the sense of the profession and injurious to the morals of the State. It is to be desired that our statutes be so amended that embezzlement in all its phases shall become a full-fledged felony, punishable in all cases as a felony, and not to be condoned under any circumstances. It is an open secret that the present lenient statutes in regard to official embezzlement were in their conception personal legislation, and even if it could be conceded that the measure was a praiseworthy one at the time, because it rescued persons of position from just punishment, the conditions of the present time do not justify us in further encouraging one of the most flagrant of crimes. It is highly important that we should not lose our respect for gentlemen, but it is submitted that respect even for gentlemen becomes excessive when carried to the extent of allowing them to commit felonies with impunity.

The suggestion comes to the committee from an eminent member of the Chattanooga Bar that the corporation laws of the State be so amended that stockholders of manufacturing corporations shall not be liable, in case of insolvency, for the full amount due laborers. The objection urged is that as the law now stands one shareholder, however innocent, or however small his holding, may be compelled to pay the full

amount due laborers. It is suggested that the liability be limited to the face value of the shares of the stockholder. The argument, on grounds of equity so far as the shareholders are concerned, and because the proposed change would encourage the establishment of manufacturing corporations, is obvious and forcible, but, while the committee concedes this, it is not prepared to assent to the expediency of the modifica tion; because, while it might in some instances save shareholders from hardship, it would at the same time, in our opinion, remove an important guaranty of careful corporate management. The suggestion is presented in this report because there is room for difference of opinion, and because it is possible that the Association may wish to take action on the subject.

It becomes the duty of this committee to present for your consideration the subject of international arbitration. The New York State Bar Association at its last meeting appointed a committee to consider this subject, with instructions to devise and recommend a plan for the organization of a permanent international tribunal, to which should be referred for peaceful settlement all controversies between English-speaking people. William D. Veeder, Esq., of Brooklyn, is Chairman of this committee, and Frank C. Smith, Esq., of Northport, its Secretary. That committee has, by letter, solicited the cooperation of this Association, and has requested that you appoint a committee to act with it. It is stated that the plan of work will be "to agitate the question and to create public and legal opinion in its favor, and at the proper time to initiate such practical methods looking to the fulfillment of the purpose named as shall be deemed wise."

The purpose is one that hardly needs to be commended to an Association of lawyers. International arbitration has been a dream of humanitarians and of publicists for many years. Once or twice, in exceptional cases, it has been in part realized. The development of peace principles has been one of the most noteworthy manifestations of the last three decades, and now there appears to be substantial reason for hoping that a tribunal for the adjustment of international controversies will be established in the near future.

It is no longer a subject for doctrinaires and idealists only; it has become practical. The recent Congress at Washington and the coming Congress at Geneva have enlisted the interest and the active support of the most influential, practical and capable men. The best intellect and the highest character of this country were represented at Washington. There is no room to doubt the declaration of the New York Bar Association, that the educated intellect of this time is capable of devising and of maintaining "a Great Central World's Court that, by the common consent of nations, shall eventually have jurisdiction of all disputes arising between independent powers that cannot be adjusted by friendly diplomatic negotiations." That the initiation of practical work for this great and beneficent purpose should be made by the English-speaking people is natural and eminently proper, as well as gratifying to our just pride of race. The two greatest commercial powers of this time are England and the United States. They are also the most active and efficient promoters of civilization. There are many decisive and compelling reasons why all matters of dispute between these two countries should be adjusted by peaceable measures. The persistence of the sentiment of dislike for England, created by the events of the Revolution and strengthened by the War of 1812, is not creditable to us, in view of the conduct of England for the last seventy-five years, and of the feeling of English people toward us. There seems to be no doubt that this animosity, which so many Americans continue to cherish, and which has found the most imprudent, not to say ferocious, expression in some of our newspapers, and in the mouths of some of our more excessively patriotic public men, is not reciprocated in England; that it is an absurd and injurious survival of ancient prejudices, which discredits alike our liberality and our intelligence.

These belated prejudices should be made disreputable. We should no longer tolerate even the suggestion of war with people of our own blood. But even this is a narrow view. The sentiment should extend to all nationalities and races.

The New York Bar Association deserves the highest commendation for its wise, liberal and patriotic course in this

matter, and it is the opinion of your committee that you will do well by complying with the request presented by our brethren of New York, and that the committee of this Association, whose appointment we recommend, should be requested to give its active co-operation in this excellent undertaking. The original purpose of the New York Association was limited, as we have stated, to the establishment of a Court of Arbitration for the English-speaking races; but upon consideration its committee came to the conclusion that this was neither a practicable nor a desirable scheme, and in a memorial addressed to the President of the United States, that Association approving the recommendation of its committee, outlines the plan upon which it has settled, as follows: 1. The establishment of a permanent international tribunal, to be known as "The International Court of Arbitration."

2. Such Court to be composed of nine members, one each from nine independent States or nations, such representative to be a member of the Supreme or Highest Court of the nation he shall represent, chosen by a majority vote of his associates because of his high character as a publicist and Judge, and his recognized ability and irreproachable integrity; each Judge thus selected to hold office during life, or the will of the court selecting him.

3. The Court thus constituted to make its own rules of procedure, to have power to fix its place of sessions, and to change the same from time to time as circumstances and the convenience of litigants may suggest, and to appoint such clerks and attendants as the Court may require.

4. Controverted questions arising between any two or more independent powers, whether represented in said "International Court of Arbitration" or not, at the option of said pow. ers, to be submitted by treaty between said powers to said Court, providing only that said treaty shall contain a stipulation to the effect that all parties thereto shall respect and abide by the rules and regulations of said Court, and conform to whatever determination it shall make of said controversy.

5. Said Court to be open at all times for the filing of cases and counter cases under treaty stipulations by any nation, whether represented in the Court or not, and such orderly pro