Page:The Green Bag (1889–1914), Volume 15.pdf/302

 Should Trade Unions Be Incorporated? against individual workmen is one of the chief grounds for urging incorporation. Further, the legal liability of the business corporation for the wrongs committed by its authority, as distinguished from breaches of its contracts, would largely be illusory; for the records of the meetings of stockholders and directors would seldom indicate that wrongs were authorized, and in most in stances it would be practically impossible to prove that the wrong in question was not the unauthorized act of the wrongdoer himself, and, as has been said, the corporation would not be legally responsible for such an inde pendent act, even though committed by a stockholder, and, it may now be added, even though committed with the thoroughly ac curate belief that the act would aid the cor poration to bring to a successful close the undertaking in which the corporation was engaged. It seems, then, that the incorporation of trade unions, even for business purposes, would not result in as great responsibility, either in the sense of legal responsibility or in the sense of business responsibility, as might easily be imagined. The chief results attained with certainty by incorporation would be that the legal responsibility of the incorporated trade union would exist in the place of the legal responsibility of the unin corporated association, that the trade union would assume a more solidified and perma nent form, and that the new organization could sue and be sued in its collective name without the necessity of ascertaining and naming the members. In case of litigation the change would be a convenience. The question remains whether the advantages of the change would be purchased at a price too large for workmen and for society in gen eral. Are there not incidents which cause cor porate organization for business purposes to be a difficult form for trade unions? A cor poration is not temporary, but permanent,

263

and it is not easily terminated when changed conditions rendter its existence unnecessary. The conditions surrounding employments, both skilled and unskilled, are changing con stantly, and it is impossible to predict whether a few years hence it will be desirable to have among coal miners, for example, one association or two or more. Again, a cor poration is necessarily governed by a small body, and perhaps in fact by only one person, and against the acts of the governing power of a business corporation the minority of the stockholders can have little remedy. The stockholders have not even that remedy of withdrawal which in the case of an unincor porated association acts as a check upon mismanagement, for a stockholder cannot withdraw without obtaining a purchaser for his stock. Now, the stockholder in a trade union, wishing to withdraw because of dis satisfaction, or of removal, or of change in occupation, would fin'd this difficulty pecu liarly irksome. He cannot have unlimited power of selling his share; for otherwise he might sell to a person not interested in the business or to a capitalist, and control of the corporation might pass into hostile hands. Finally, when the stockholder in a trade union died, something would have to be done to prevent the share from passing into the ownership of a representative unfit to have voice in the corporation's affairs. Undoubtedly machinery can be devised to meet these difficulties; but the machinery must consist of devices whereby stock in the corporation is deprived of the usual incidents of corporate stock and whereby ownership is rendered as analogous as possible to mem bership in a voluntary society—and, by the way, one obvious regulation of this sort would forbid any person to own more than one share, or at least to have more than one vote. The difficulties, then, though not in surmountable, call attention to the fact that for workmen a business corporation is not an appropriate mode of organization.