Thanks to Richard Grossman, Ward Morehouse, Jane Anne Morris, Dave Henson, and the other organizers of the Program on Corporations, Law & Democracy (the study questions in italics are from a 1993 memo by Richard Grossman). Thanks to Thomas Linzey and Eric Nelsen, for taking the first steps in researching the law in Washington State, and to colleagues who are working in the other states.

There are different types of corporations: (1) "private" (public or private corporations), (2) regulated monopolies (such as utilities), (3) public authorities (such as ports, power authorities, hospitals, etc), and (4) non-profit corporations.

Private corporations: Which corporations have a state-issued charter of incorporation (versus a certificate of authority to operate in the state)? See list of Washington State corporations (attached).

Regulated monopolies: How have the basic laws relating to utilities and other regulated monopolies evolved? Specifically, what do the charters of such corporations require? How does this compare with historical requirements?

Public authorities: What does their enabling and governing legislation look like? Does the public have standing via their chartering process? What is relevant case law?

Non-profit corporations: How have some exceeded their authority? How are they causing public harms? How have they misused their non-profit status?

Can you provide an historical sense of the constitutional, legislative, judicial and citizen views of the corporation as an institution of enterprise? How does this state history compare with the national history summarized in Taking Care of Business [pamphlet by Richard Grossman and Frank Adams], or in the chronology in George Draffan's Primer on Corporations?

Historical constitutions and amendments in many states gave legislators very clear instructions regarding what corporations could and couldn't do (for example, prohibiting the chartering of private banking corporations). Have those "populist era" constitutional amendments been repealed? What does the current constitution say?

Washington State (entered the U.S. in 1889, along with North and South Dakota and Montana, and Idaho and Wyoming in 1890) came late in the corporation game (the U.S. Supreme Court declared corporations to be persons in 1886), but the history of the 1888 Washington State constitutional convention is instructive. Several of the Kinnear Commission proposals defeated (on the grounds that they would hamper investment in the state) at the convention would have limited corporate activities to those specificed in the charter or law; kept corporation books open for inspection; defined where corporations could be sued; and established a railroad commission (Dolliver, 1989, 192-193, n. 171).

Washington Constitution, Article XII, Sec. 1, Organic Law (year?): Corporations may be formed under general laws, but shall not be created by special acts. All laws relating to corporatios may be altered, amended, or repealed by the legislature at any time, and all corporations doing business in this state may, as to such business, be regulated, limited, or restrained by law.

To what extent (and when) were corporate charters considered a public trust, and how was this manifested? What is the state case law relating to occasions when the state has revoked charters of corporations for abuse or misuse?

Ballinger's Code (1897) includes legislative histories and cross-references to other state constitutions and statutues.

"The Criminal Liability of Corporations statute, enacted in 1975, establishes that: 'Every corporation, whether foreign or domestic, which shall violate any provision of RCW 9A.28.040, shall forfeit every right and franchise to do business in this state. The attoney general shall begin and conduct all actions and proceeding necessary to enforce the provisions of this subsection.' (RCW 9A.08.030(5)). The referenced statute, 9A.28.040, prohibits agreement between two or more persons, including directors or officers of a corporation, 'with intent that conduct constituting a crime be performed.' Thus, if a corporation engages in a criminal conspiracy, the attorney general is required by law to seek dissolution of the corporation. Furthermore, it is no defense if the person(s) (including the corporation) '(a) has not been prosecuted or convicted; (b) has been convicted of a different offense; or (c) has been acquitted.'" (William Sherlock, Memorandum to Richard Grossman and Richard Gwynallen, Re: Oregon and Washington Corporate Charters, June 27, 1995).

How has Northwest economic history influenced our views and law regarding corporations?

Influential corporations include Hudson's Bay Company, the Great Northern, Northern Pacific, and Southern Pacific trancontinental railroad empires and the Eastern capital they brought, including Rockefeller and Morgan/Hill in Everett, Tacoma, and Seattle), railroad and telegraph technology, Midwestern timbermen including Weyerhaeuser and Boeing, World War I and labor struggles, World War II and the rise of Boeing, and current corporate dominance by Microsoft and other high-tech enterprises (see George Draffan's "The Rise and Fall of Corporations in the Pacific Northwest").

What popular resistance movements have taken place in the state and region? Who were they led by? What were their demands?

What part did late nineteenth century events and movements play?

What was the role of the land grant railroads (the Northern Pacific Railroad was given control of 20 percent of Washington State, has provided us with several Governors, and its corporate beneficiaries are still the largest landowners in several Western states)?

What about anti-Chinese sentiment which arose after the railroads had been built (the 1879 California constitution contains both anti-corporate and anti-Chinese clauses)?

What about the Wobblies, the Populists, the Granges, and the Progressives?

What about the Seattle general strike?

What were the demands and strategies of these struggles as they relate to corporations and corporate pwoer?

What successes (and failures) did such movements achieve?

What currently is the constitutional, statutory, and case law regarding how corporations are defined and controlled?

How has regulatory and administrative law replaced more direct forms of defining the nature of corporations?

What are the regulatory and administrative laws and mechanisms which have replaced the defining laws and processes?

How are they supported by constitutional law, corporation codes, case law, and by cultural and legal theory?

What legacies and what new ideas and actions -- in the way of case law and judicial, popular, or legislative attitudes and precedents -- can we utilize today?

Current Corporation Code

How does the "colonization of our minds" (Cornel West) bring us face to face with "the third face of power"? The "first face" of power is winning in the legislature (see C. Wright Mills and the traditional power studies). The "second face" is keeping certain issues off the legislative and political agenda (see Bachrach & Baraz, The Two Faces of Power). The "third face" is when people no longer even perceive an issue to be put on the agenda (see John Gaventa, Power & Powerlessness). (My thanks to Jeff Lustig, for revealing these faces during a conversation at a Rethinking the Corporation meeting).

How do our cultural and social norms support our laws and politics?

How do today's laws and political processes depend upon not perceiving, questioning, and challenging society's assumptions and beliefs about sovereignty and power?

What would a charter revocation look like today? What are the mechanisms: who initiates, who has standing? What rights do citizens have to initiate charter revocations, or otherwise use the charter process to obtain redress, to pressure the attorney general, the secretary of state and other relevant officials? Point Roberts (1906) ruled against citizens bringing quo warranto proceedings without the assistance of the prosecuting attorney, but also that the (county) attorney general cannot... prevent the state or its citizens from compelling corporations to obey the laws. and Gilbert (1916) ruled that a citizen didn't need any special standing to bring an action of mandamus against the attorney general.

At what point does the matter move to the courts? What would be the judicial process from start to finish? Do criteria favorable to citizen revocation efforts exist upon which judges could make a decision to revoke charters?

Is the attorney general or other state officer required to file revocation proceedings in certain situations?

Is charter revocation mandatory in certain situations? See Wash. Rev. Stat. Sec. 1043, cited by Orloff, 1940, p. 179.

What defense can a corporation mount? (Early laws in some states forbade the corporation from functioning or resisting the state during the revocation process).

What have the historical defenses been, e.g., defect of parties to sue (South park, 1904); availability of other remedies; statute of limitation (doesn't apply when an action is brought to benefit the state, acc. to Orloff, 1940); and laches (never brought up to 1940, but might work even against state benefit argument; Orloff, 1940, p. 178).

What are the penalties and consequences? Recovery of property (See Wash. Rev. State. sec. 1045), ouster, attachment, imprisonment (sec. 1041), plaintiffs recover damages (sec. 1039).

Does the revocation process affect other civil or criminal action against the corporation? In Washington, quo warranto action is not a bar to criminal proceedings? Dunbar v. American University of Sanipractic, 140 Wash. 625 (1926).

Could workers, communities or other entrepreneurs buy segments of the corporation without buying the liabilities? (For both good and evil!).

Subsidies are one of the primary ways our power and wealth are transferred to corporations.

Are current subsidies (e.g., Intel) and exemptions (e.g., Boeing) legal? Constitutional?

May corporations pay for elections (e.g., Paul Allen's Mariners election)?

In Swanson v. Perham , 30 Wash. 2d 368, 191 P. 2d 689 (1948), the corporate charter was declared a four-fold contract between the state, a corporation, and its stockholders -- and the state constitution and its laws were a part of that contract -- but that the state's power to alter or amend charters is not unlimited (citing Dartmouth).

To require state officers to initiate revocation proceedings against a harmful corporation, and to guarantee citizens legal standing to begin charter revocation proceedings?

How can we approach today's regulatory and administrative agencies and arenas in new ways which reeducate ourselves and the authorities and which change the rules of the game from regulating corporations to defining corporations and ourselves as sovereign people?

What are the arenas in and processes by which we can truly change the status quo? How can we remove the regulatory and administrative obstacles to defining the nature and powers of corporations? How can we reclaim our civic and political power from corporations, and restore our sovereignty? Some arenas of sovereignty include, but are not limited to:

• Constitutional amendment.
• State corporate codes.
• Federal chartering.
• State corporation charter requirements & revocations.
• Corporate certificates of authority to operate.
• Quo warranto actions (by what authority does a corporation exist?).
• Recall of state and federal officials and legislative representatives who fail to define and control corporations according to the will of the people.
• Initiative & referendum.
• Voluntary charters adopted by forward-thinking corporate directors.
• Broadening the public forums for debate among the legal community, local communities, and the general public.

How will these processes be used to define and control corporations, to define what corporations can be and do? The following have been, in some cases still are active law, in various places, from California to Wisconsin to New Jersey:

• Defining the goals of corporations (subordination of profit to public interest).
• Controlling the means and ends of production.
• Defining the chartering and revocation processes.
• Requiring that violation of a corporate charter leads to mandatory revocation of that charter.
• Prohibiting corporations from exercising civic and political "rights" -- no corporate "personhood".
• Strict liability of shareholders, managers, directors.
• Limiting the length of corporate existence.
• Controlling the intra-corporation relations between managers, directors and shareholders (for example, scaled voting, and corporate books open to shareholders).
• Ensuring the right and duty of the state to amend and revoke charters for abuse or misuse.
• Prohibiting corporations from owning stock in other corporations.
• Limiting real estate holdings and capital accumulations to those necessary for actual corporate purposes.
• Prohibiting corporations from operating under pseudonyms.
• Prohibiting harm to the public or its resources. Today we would extend these prohibitions to include zero toxics, requiring environmentally-friendly materials and processes, and full recycling of waste materials.
• Requiring periodic audits for health, safety and environment, conducted by parties chosen by workers and communities, with findings and recommendations binding on the corporation. No audit privileges. No escape from liability.
• Defining and controlling the use of bankruptcy to escape liability.
• Establishing a maximum ratio between the salaries of the highest-paid executives and the lowest paid workers.
• Giving state courts authority to hear all corporation cases.
• Guaranteeing the rights of shareholders and citizens to charter and revoke charters.
• Restricting the location of corporate headquarters and annual meetings.
• Restricting the residence of shareholders to the state in which the corporation operates
• Opening corporation books to legislative and public scrutiny: full disclosure a requirement of incorporation.
• Ongoing legislative oversight over corporations.
• Prohibiting corporations from any participation in political campaigns and discourse. Zero civil rights.
• Prohibiting corporations from making charitable, civic, or other donations.
• Prohibiting the transfer of public credit, monies or resources to private or corporate parties. Zero subsidies.

What are the laws and institutions of a truly sovereign people? Who's in charge?

• Text of historical and current drafts of the state constitution relevant to corporations and charters.
• Historical and current state statutes relating to corporations.
• Case law, including charter revocation cases in Washington State:

• Other relevant Washington cases, such as these protecting counties and cities from subsidies to and corruption by corporations:

• Legal reviews, including:

• State legal, political, and economic histories, including:

• State agencies dealing with corporations: Secretary of State, Corporations Division, Attorney General, relevant legislative committees.

(from 1998 Compact Disclosure database)