|
How Long Can A Corporation Live?
Chapter 6
In order to
keep this short, I'll get right to the point. I have been saying for over
two years that Americans are still subject to the king/queen (crown) of
England. Why? You are subject to whom you pay a tribute/tax. I have shown
how the crown is still receiving a tax to compensate the king for his corporate
venture in America. I have shown many documents where the king by Charter
created several corporations in America. These corporations were consolidated
into America Inc., in 1783. I have said and shown in these documents, that
not only did the king intend for his corporations to last forever, but
also his tax to benefit his heirs and successors, forever.
I am going
to show you by a recently obtained newspaper article, provided by the Informer
that brings the historical facts I have presented crashing into the present,
in a very sobering way.
A couple of
weeks ago I put out via email historical documents concerning the creation
of New Jersey. I am not going to again attach them to this email, because
it would make it unnecessarily long, which may cause some people to skim
the information rather than read it. Anyone that would like these documents
concerning the creation of New Jersey, can send me an email to that effect,
and I will promptly send it to you.
I include
in total at the end of this research paper the news article I will now
quote from.
"....They
were 12 men, most of them from London. Most would never set foot in the
New World. But they owned half of what would become New Jersey, 1.1 million
acres of verdant field and forest and pristine; shoreline.
All but a
smattering of those lands, were: sold off long ago, but their corporation
survived, its shares handed down from generation to generation.
It is now
314 years old, the oldest continuously operated corporation in the United
States. But not for long. A court will soon dissolve the East Jersey Board
of Proprietors, and a vestige of Colonial America will be gone....
....Still,
the proprietors met every year, on the third Tuesday of May, to sort through
the year's business. Shares were bought and sold, though the proprietors
are circumspect when asked about the price (I could never get a straight
answer," said Lurie).
Among the
shareholders are prominent families like that of former Gov. Thomas Kean.
Fewer than half live in New Jersey, and some live in Europe....
....But if
he should regret the loss, he could buy a share in the board's successor
as the nation's oldest corporation: the West Jersey Board of Proprietors,
is still going strong with 3,200 shareholders." (Liquidation of the East
Jersey Board of Proprietors, Philadelphia Inquirer August 10, 1998)
That's right
America, the very East New Jersey Charter/grant to the king's proprietors,
is still alive and kicking. Also, the West New Jersey corporation which
boasts 3,200 proprietors, sounds like the king's subjects are still prospering
from his original grant. The only reason the East New Jersey Corporation
is being dissolved is, because the young heirs have lost interest in the
Corporation.
What does
this mean, to dissolve the East New Jersey Corporation? This is just one
question I want to address. I question that a civil District court can
dissolve a corporation, it had nothing to do with, in its creation. How
can a de facto court, dissolve a corporation created under the common law?
If the corporation is dissolved, what does this mean?
The king of
England was grantor of the corporation in America, this cannot be disputed.
He is the Corporation Sole, the grantor of the early Charters. Apart of
his corporate Charters were the creation of civil corporations, the governments,
from the largest to the smallest. The king also saw fit to reward those
close to him with grants of land, either sole proprietors or as a group
of proprietors, known as an aggregate corporation. The corporation formed
by the king formed a tree with him as the base, the main corporation. His
Charters are sub corporations; his sole or aggregate proprietors are sub-sub
corporations, further up the tree. These corporations are just as the corporations
of today, in the way they are set up and managed. The United States was
and is a consolidation and restructuring of the sub corporations, the colonies,
North Carolina, Virginia, etc, extending to all states in Union; upon their
admission they also are recreated District States, by the March 4, 1791
Act by Washington.
Corporation Sole:
A corporation consisting of one person only and his successors. An
older concept of the status of a king or
a bishop as incorporated in order to give to them and their successors
legal capacities and advantages, particularly that of perpetuity, which
they could not have in their natural capacities." Ballentine's Law Dictionary,
Third Ed., 1969.
Also, see the following court
cases:
ASHEVILLE DIVISION NO. 15 v.
ASTON, 92 N.C. 2 S.E. 70
DOUGHERTY v. SPRINKLE, 88 N.C.
300 (1883) 2 S.E. 70
CARSON v. COMMISSIONERS, 64
N.C. 566 (1870) 2 S.E. 70
McDOWELL v. HEMPHILL, 60 N.C.
95 (1863) 2 S.E. 70
FEREBEE v. SANDERS, 25 N.C.
360 (1843) 2 S.E. 70
Now, what
would be the effect of the East New Jersey proprietors corporation being
dissolved? The holdings revert back up the line in the corporate tree,
towards the king. If the U.S. did not exist as the corporation next in
line, it would go back to the king's heirs and successors. This is called
reversion.
"Reversion. The residue of an
estate and left in the grantor, to
commence in possession after
the determination of some particular
estate granted out by him. The
return of land to the grantor and
his heirs after the grant is
over." Bouvier's Law Dictionary,
vol. 3, 1914
"....But this State had no title
to the territory prior to the
title of the King of Great Britain
and his subjects, nor did it
ever claim as lord paramount
to them. This State was not the
original grantor to them, nor
did they ever hold by any kind of
tenure under the State, or owe
it any allegiance or other duties
to which an escheat is annexed.
How then can it be said that the
lands in this case naturally
result back by a kind of reversion
to this State, to a source from
whence it never issued, and from
tenants who never held under
it....? MARSHALL v. LOVELESS, 1 N.C.
412 (1801), 2 S.A. 70
As the original grantor and corporation
(the king) exist, the corporation is forever as written. As I have said
before, the Charters of the king were also written to be trusts. To further
understand this read the following quotes from Blackstone's Commentaries.
"637. d. Lay corporations. (1)
Civil corporations; (2)
Eleemosynary corporations. Lay
corporations are of two sorts,
civil and eleemosynary. The
civil are such as are erected for a
variety of temporal purposes.
The king, for instance, is made a
corporation to prevent in general
the possibility of an
interregnum or vacancy of the
throne, and to preserve the
possessions of the crown entire;
for, immediately upon the demise
of one king, his successor and
dignity. Other lay corporations
are erected for the good government
of a town or particular
district, as a mayor and commonalty,
bailiff and burgesses, or
the like: some for the advancement
and regulation of manufactures
and commerce; as the trading
companies of London, and other
towns:...." Blackstone's Commentaries,
vol. 1 pg. 677
"639. b. English law. (1) Corporations
by common law; (2)
Corporations by prescription.
But, with us in England, the king's
consent is absolutely necessary
to the erection of any
corporation, either impliedly
or expressly given....Another
method of implication, whereby
the king's consent is presumed, is
as to all corporations by prescription,
such as the city of
London, and many others, which
have existed as corporations, time
whereof the memory of man runneth
not to the contrary; and
therefore are looked upon in
law to be well created. For though
the member thereof can show
no legal Charter of incorporation,
yet in cases of such high antiquity
the law presumes there once
was one; and that by the variety
of accidents, which a length of
time may produce, the Charter
is lost or destroyed." Blackstone's
Commentaries, vol. 1 pg. 680
"640. (3) Consent of king, how
given. (a) By parliament. The
methods, by which the king's
consent is expressly given, are
either by act of parliament
or Charter." Blackstone's
Commentaries, vol. 1 pg. 681
"641. (b) By Charter. All the
other methods, therefore whereby
corporations exist, by common
law, by prescription, and by act of
parliament, are for the most
part reducible to this of the king's
letters patent, or Charter of
incorporation. The king's creation
may be performed by the words
"creamus, erigimus, fundamus,
incorporamus (we create, we
erect, we found, we incorporate)," or
the like. Nay, it is held, that
if the king grants to a set of
men to have gildam mercatoriam,
a mercantile meeting or assembly,
this is alone sufficient to
incorporate and establish them
forever." Blackstone's Commentaries,
vol. 1 pg. 682
643. (5) Creation of corporations
by patent. The king (it is
said) may grant to a subject
the power of erecting corporations,
through the contrary was formerly
held: that, is may permit the
subject to name the persons
and powers of the corporation at his
pleasure; but it is really the
king that erects, and the subject
is but the instrument: for though
none but the king can make a
corporation, ye qui facit per
alium, facit per se (he who does a
thing by the agency of another,
does it himself)." Blackstone's
Commentaries, vol. 1 pg. 682
"651. b. Civil corporations (1)
Lay corporations. ....But first,
as I have laid it down as a
rule that the founder, his heirs, or
assigns, are the visitors of
all lay corporations, let us inquire
what is meant by the founder.
The confounder of all corporations
in the strictest and original
sense is the king alone, for he
only can incorporate a society;
and in civil incorporations, such
as mayor and commonalty, etc.,
where there are no possessions or
endowments given to the body,
there is no other founder but the
king:".... Blackstone's Commentaries,
vol. 1 pg. 685
654. 10. Dissolution of corporations.
....But the body politic
may also itself be dissolved
in several ways; which dissolution
is the civil death of the corporation:
and in this case their
lands and tenements shall revert
to the person, or his heirs, who
granted them to the corporation:
for the law doth annex a
condition to every such grant,
that if the corporation be
dissolved, the grantor shall
have the lands again, only during
the life of the corporation;
which may endure forever: but, when
that life is determined by the
dissolution of the body politic,
the grantor takes it back by
reversion, as in the case of every
other grant for life." Blackstone's
Commentaries, vol. 1 pg.
700
Keep in mind the East New Jersey
corporation is a sub-sub corporation, granted and created by the king of
England, as grantor, his heirs and successors obviously exist. Since a
sub-sub corporation is proven to exist, the parent corporation has to exist.
A sub corporation could not exist without the parent
corporations existence. Obviously
the parent, the grantor (the king) did not cease to exist at the end of
the Revolutionary war, or by the signing of the 1783 Peace Treaty. Quite
to the contrary. Just as the Informer and I have been saying, the kings
corporations are alive and well. Doing What? What they were
created for, collecting taxes
for the heirs and successors, making a profit for the king's investment.
That's why the collection process
of the IRS, or a bank are what they are. If you owe the king money he will
foreclose on his property, but not to the exclusion of the rights of another
corporation (creditor). For example, if you owned (that's a joke) your
house and had a car financed, they would sell the
house to satisfy the king's debt.
They would not sell the car unless there was sufficient equity in the car
to not only pay the creditor, but also enough equity left over to pay the
king, over and above his collection costs. You could turn that example
anyway you wanted, but now you know what established the rules for foreclosure.
Read the following court case I just found in North Carolina, it should
complete the reality of what in fact is taking place.
"Since the right, if existent,
is derived by the State from
the common law, we may first
inquire into its origin and into the
theory upon which it is founded.
In reference to the royal
prerogative, Coke says: "As
to the third protection cum clausula
volumus, the kind by his prerogative
regularly is to be preferred
in payment of his duty or debt
by his debtor before any subject,
although the king's debt or
duty be the latter; and the reason
hereof is, for that thesaurus
regis est fundamentum belli, et
firmamentum pacis. And thereupon
the law gave the king remedy by
writ of protection to protect
his debtor, that he should not be
sued or attached until he paid
the king's debt. But hereof grew
some inconvenience, for to delay
other men of their suits, the
king's debts were the more slowly
paid. And for remedie thereof
it is enacted by the statute
of 25 E. 3, that the other creditors
may have their actions against
the king's debtor, and proceed to
judgment, but not to execution,
unless he will take upon him to
pay the king's debt, and then
he shall have execution against the
king's debtor for both the two
debts." Coke upon L., p. 131 b
(1). See, also, Bacon's Abrd.,
91; Giles v. Grover, 11 Eng. Rul.
Cases, 549.
Whether the doctrine of the king's
right to be preferred in
the payment of debts due him
was abrogated when the common law
was adopted as the basis of
American jurisprudence, or whether
the functions and powers exercised
by him in this respect devolve
upon the several states, is
a question concerning which there is
divergence of opinion. The existence
of the right has been
maintained by the courts of
New York, Montana, Minnesota,
Georgia, West Virginia, Maryland,
and others, and with equal
emphasis it has been denied
in New Jersey, Michigan, South
Carolina, Mississippi, and others.
Re Carnegie Trust Co. (N. Y.),
46 L. R. A. (N. S.), 260; Marshall
v. People, 244 U.S., 380, 65
Law Ed., 315; AEtna Co. v. Miller
(Mont.), L. R. A., 1918 C, 954;
Fidelity and Guaranty Co. v.
Rainey, 120 Tenn., 357; Freeholders
v. State Bank, 29 N. J. Eq.
Rep., 268; S. c., 30 N. J. Eq. Rep.,
311; S. v. Harris, 16 S. C.,
598; S. v. Cleary, 2 Hill (S. C.),
267, 600; Com. of Banking v.
Bank, 161 Mich., 691, 705; Potter v.
F. and D. Co., 101 Miss., 823;
Annotation to S. v. Foster, 29 L.
R. A., 243.
The theory
on which the prerogative is upheld is thus stated
in the case of Carnegie Trust
Co., supra: "The king, therefore,
and the prerogatives that were
personal to him, being repugnant
to our Constitution, are abrogated.
But his sovereignty, powers,
functions, and duties, in so
far as they pertain to civil
government, now devolve upon
the people of the State, and
consequently are not in conflict
with any of the provisions of
our Constitution. Inasmuch,
therefore, as the claims or moneys
due the king for the support
and maintenance of the government,
whether derived from taxes or
other sources of income, were
preferred over the claims of
others, it follows that, under the
first subdivision of the provision
of the Constitution of 1777,
quoted, such preference became
a part of the common law of our
State, and is so continued under
our present Constitution."
On the other
hand, in Central Trust Co. v. Third Ave. R.
Co., 186 Fed., 291, the Circuit
Court of Appeals of the Second
Circuit, affirming an order
of the Circuit Court of the United
States for the Southern District
of New York, said: "We regard it
as settled law in this State
that the State does not succeed as
sovereign to all the prerogatives
of the British crown, among
others, the right to a preference
for debts due it over all other
creditors." This conclusion
was approved by the Circuit Court of
Appeals, Ninth Circuit, in Brown
v. Am. Bonding Co., 210 Fed.,
844." (Corporation Commission
v. Trust Co., 193 N.C. 513 (1927)
Notice in
the above court case the judge says this part of the common law continues
under our "present Constitution", this speaks to the fact of the change
that took place in 1870 to our Constitution, and suggests further changes
could take place.
Just another
observation, The Queen's acceptance of the SURRENDER of the New Jersey
government which took place at the Court of St. James's the 17th day of
April, 1709, is a important word that needs to be defined:
Surrender: "A yielding up of
an estate for life or years to him
who has an immediate estate
in reversion or remainder, by which
the lesser estate is merged
in the greater by mutual
agreement.... Bouvier's Law
Dictionary 1914 ed.
This further
proves what was shown earlier, no matter how it happens, the only way to
change the corporate grantor, the corporation sole, is for the king to
be conquered or die, it would also be necessary for him to not have any
heirs or successors. Because, no matter whether the sub corporation is
still alive, or it is dissolved and the holdings revert back to the crown,
either a tax is due through the sub-sub corporation (the proprietors),
or it is paid to the sub corporation (the U.S.). The kings Charters and
grants are forever, unless the king and his heirs and successors come to
an end, one way or another. The crown, the heirs and successors are today
alive and well, therefore, their Charters and grants that were not affected
by the 1783 Peace Treaty are still in full force and effect.
The only thing
to determine is which of the sub corporations exist yet today? Now we know
of two, this is conclusive proof that at least the New Jersey Charters
are in existence, and as I stated before the parent corporation would have
to also exist. If the New Jersey Charters are still in existence, then
how about some of the others? In my state of North Carolina there is also
conclusive proof, that the N.C. Charter still exists. As I have raised
this issue before, it bears repeating. In the North Carolina Declaration
of Rights, of 1776 wherein you and I have always been taught, that we were
made to be freeman under our natural rights and common law rights were
reserved for us. However, we find that someone else's rights were reserved,
the king's and those he had made grants of land to in North Carolina. Again
the king's interest concerning his debt is put before those in America
that thought they were now freemen. America has never been free of the
king's debt, or his tax collectors.
"And provided further, that nothing
herein contained shall affect
the titles or possessions of
individuals holding or claiming
under the laws heretofore in
force, or grants heretofore made by
the late King George II, or
his predecessors, or the late lords
proprietors, or any of them."
Section 25 of the 1776 North
Carolina Constitution, Declaration
of Rights.
8-17-98
James Montgomery
James this was given to me by
a 74 year old woman friend that lives just outside Phila. and said she
thought I might like a copy. Informer
From the Philadelphia Inquirer
:August 10, 1998 Heading: The Nation's oldest corporation heads for the
sunset.
By Jerry Schwartz
ASSOCIATED PRESS
PERTH AMBOY, N.J.
Before refineries
lined the New Jersey Turnpike -- in truth, before New Jersey existed; before
Peter was Great or George Washington was born; Before steam engines or
peppermint or Robinson Crusoe -- before any of these things, the proprietors
ruled.
They were
12 men, most of them from London. Most would never set foot in the New
World. But they owned half of what would become New Jersey, 1.1 million
acres of verdant field and forest and pristine shoreline.
All but a
smattering of those lands , were: sold off long ago, but their corporation
survived, its shares handed down from generation to generation.
It is now
314 years old, the oldest continuously operatedcorporation in the United
States. But not for long. A court will soon dissolve the East Jersey Board
of Proprietors, and a vestige of Colonial America will be gone.
"It was very
traumatic for a number of members. It was all done with a heavy heart,"
said Frederick A. Gerken, the board registrar.
The board
has fallen victim to a very modern malady: Its shareholders, most of them
elderly, are afraid they may face legal liability for environmental and
other problems on lands the board owns.
The age of
the board's members is itself a problem. For hundreds of years, shares
were kept within families, but, sadly, in the 1990s the allure of being
part of history is not what it once was.
"The grandchildren
who might have become involved, well, really, it doesn't mean anything
to them." Gerken said.
The breakup
wasn't easy. The board is not chartered by the state -- it predates the
state -- and it took awhile to determine that a court could terminate the
corporation. The court should act in a few months.
There also
was the matter of what to do with the board's assets.
Its real estate operations,
including the rights to any remaining lands, were sold to the state for
$300,000, according to Jim Hall, assistant commissioner of the Department
of Environmental Protection.
Its sole building,
the surveyor general's two-room brick office in Perth Amboy, was sold to
that city for a dollar. And its greatest treasure, more than 300 years
of maps and records, was donated to the state archives in Trenton.
When they
are made available to the public in a year or two, these papers will offer
a window into history. Most of them are deeds, recording the sale of land
marked by a prominent oak tree or the course of a creek.
But there
is also the last will and testament of Simon Roude from March 26, 1689:
"Being very sick of body but of perfect mind, I do bequeath my body unto
the earth for decent burrial and my soul unto God who gave it. Nextly it
is my will that after my decease my wife will have the benefit of my housing
land and meadow."
And there
is the court record of "Sambo the Negro," who was:charged with burning
his master's barn in 1667. He was acquitted, but: that was not the end
of his troubles." The court levied costs of 5 pounds, 3: shillings and
8 pence, which his master refused to pay, so Sambo was sold.
And there
is a large red portfolio containing, among other things, two 3 1/2-foot-wide
pieces of parchmerit -- the words "This indenture" in black lettering inches
tall, followed by streams of tiny script.
This is the
original deed for all of East New Jersey, the birth certificate of the
East Jersey Board of Proprietors.
In 1664, King
Charles II granted rights to what is now New Jersey to his brother, the
Duke of York, who then divided those lands. The west went to Lord John
Berkeley, the east to SirGeorge Cathetet.
When they
died, under the terms of their wills, their lands were sold to retire their
debts.
The 12 men
who bought East Jersey in 1682 were a prosperous lot, including a goldsmith,
two skinners, a draper and a tailor. The best known was William Penn, the
Quaker who already had been deeded Pennsylvania.
But the cost
was steep: 4,800 pounds. So the proprietors brought in 12 more men, most
of them Scots, to share the burden; the corporation's first meeting was
in 1684. Later, the shares were split 4-for-l, bringing the total to 96.
Until 1702,
the proprietors were the law in East Jersey, but then they ceded the right
to govern to Queen Anne, and contented themselves with selling and renting
the land.
Like most
landlords, the proprietors were not always popular. There were riots when
the board tried to collect quit-rents from settlers who were obligated
to pay so much per acre of farmland or woodland or city lots.
Maxine Lurie,
a professor who teaches New Jersey history at Seton Hall University, said
the Revolutionary War ended the proprietorships that owned Pennsylvania
and Maryland.
But the New
Jersey boards survived -- because among their number were supporters of
the revolutionary cause, because so many were prominent people, and because
they were willing to change with the times.
"Here we had
an organization that seems to come out of feudal times, and it becomes
a modern corporation," Lurie said. "It's kind of a strange transformation,
but that's what happens."
In the 1790s,
she said, the board began a rapid sale of its holdings.
"People throughout
New Jersey are stealing their lumber, they're squatting on their land.
People are taking it from them piecemeal. They might as well sell," Lurie
said...
Over the years,
the proprietors were rewarded with a dozen dividends of 5,000 or 10,000
acres each, and four dividends of cash.
Gradually,
the board's primary responsibility turned to title research, helping certify
that sellers had title to land that was being sold, using records that
extended back to the original East Jersey deed.
Still, the
proprietors met every year, on the third Tuesday of May, to sort through
the year's business. Shares were bought and sold, though the proprietors
are circumspect when asked about the price (I could never get a straight
answer," said Lurie).
Among the
shareholders are prominent families like that of former Gov. Thomas Kean.
Fewer than half live in New Jersey, and some live in Europe.
Rutgers University
owns one share. Forty years ago, a prominent alumnus inherited the stock
and donated it to the state university. Richard P. McCormick, a professor
of history, persuaded the school to dedicate all dividends to a fund to
buy books on New Jersey history. Over 40 years, the fund collected several
thousand dollars. McCormick represented Rutgers at the board's meetings.
Now retired, he said he would not mourn its passing.
"It had essentially
outlived its use fullness," he said.
But if he
should regret the loss, he could buy a share in the board's successor as
the nation's oldest corporation: the West Jersey Board of Proprietors,
is still going strong with 3,200 shareholders.
[James,
the West Jersey is still going strong and is further evidence the Crown (parent
company) still exists. Wouldn't it be great to find out more about the West
Jersey bunch? Go to it James, lay it on the non believers. This ought to quell
all the hostility against our facts and maybe they will sit up and take notice.
Can't wait to see what you write.] Informer
|