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up an efficient, coordinating organization, and it must always be remembered that the consumer and security holders finally must depend upon the men and women of the organization for service and protection.

(5) The permanent employment of an additional large number of people, as well as the employment of an additional large number temporarily from time to time.

(6) The improvements of the properties merged and purchased. The extension of the service to additional communities necessitated leasing lands, drilling wells, constructing hundreds of miles of pipe lines, constructing large compressor stations, constructing gasoline absorption plants, together with hundreds of other items going into the improvement, expansion, and operations. It has distributed rental and royalty payments into the hands of hundreds of farmers, and given employment to thousands of mill workers, mechanics, railroad people and laborers.

The requirements of a business and organization of this character demand a more stable and uniform employment than any other kind of business. Statistics prove that this industry in the past and at present has the very highest rating in comparison to other industries in stability and consistency with respect to employment as well as to the rates of pay:

There never has been a single thing in the merging, modernization, expansion, and operation of these properties that reflects a particle of discredit to the holding companies which participated in and made all these things possible. The holding company has not profited in any manner whatsoever except from whatever benefits have accrued to these subsidiaries and to whatever extent these properties have been made more valuable for their security holders, and to whatever extent the added comfort and wealth of these communities has resulted in increased business for the company. A FEW COMMENTS AND CRITICISMS ON s. 1726, KNOWN AS THE "PUBLIC UTILITY


(a) (5): “Their activities extending over many States are not susceptible to effective control by any State and make difficult, if not impossible, effective State regulation of public-utility companies." Incorrect. State and local authorities have full control.

(b) (3): “Such securities are issued without the approval or consent of the States having jurisdiction over subsidiary public-utility companies."

Incorrect. States have control over security sales. In addition, the Securities and Exchange Commission has full control over all issues.

(b) (4) (5) (6): “Such securities are often issued upon the basis of fictitious asset values and of paper profits from intercompany transactions and do not accurately reflect the sums invested in underlying public-utility properties; such securities are often issued in anticipation of excessive revenues from subsidiaries which if realized would burden consumers, and the reduction of which, in the course of State regulation of subsidiary public-utility companies, would cause loss to investors who have been led to believe that such revenues are a legitimate part of the issuer's income; such securities, when improvidently issued, subject subsidiary public-utility companies to the burdens of supporting an overcapitalized superstructure to the detriment of investors and consumers and tend to prevent voluntary rate reductions, which over a period of time might promote a greater and more economic use of gas and electric energy and thereby strengthen subsidiary public-utility companies.”

Incorrect. Rates are based on property values, lised and useful in furnishing service, and not capital issues.

(b) (7): “Subsidiary public-utility companies are often subjected to excessive charges for services, construction work, equipment, and materials to the detriment of investors and consumers.

Incorrect. None of the investigations made have disclosed excessive charges for services.

(b) (8): “Subsidiary public-utility companies often enter into transactions with affiliates in which the absence of arm's length bargaining operates to the detriment of investors and consumers."

Incorrect. No investigation or inquiry substantiates this assertion.

(b) (9): “Control of subsidiary public-utility companies throughout the United States has often been used to secure to holding companies, their affiliates, and subsidiary construction companies, a substantial part of all construction work for public-utility companies in restraint of free and independent competition in that field;"

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Incorrect. The policy of securing the best equipment and construction through fair competition has been universally followed.

(b) (10): “Service, management, construction, and other contracts involve the allocation of charges among subsidiary public-utility companies in different States and present problems of regulation which cannot be dealt with effectively by the States without the assistance of the Federal Government;'

Incorrect. In no instances have the State authorities failed to inquire into all items entering into any question that might affect the rate base, and it is generally recognized that the State authorities and courts are able to prevent unreasonable or improper charges in the event efforts should be made in this direction.

(b) (11): "Control of subsidiary public-utility companies materially affects the accounting practices and rate, dividend, and other policies of such companies, thereby in many instances complicating and obstructing State regulation of such subsidiary companies;''

Incorrect. Governmental and public accounting, auditing, and the requirement of public authorities, etc., have brought about a sufficiently general and uniform method of accounting. Additional requirements would only create more confusion.

(b) (12): "The growth and extension of holding companies many cases bear no relation to the economies of management and operation or to the integration and coordination of related properties, but have been influenced by a desire for economic power and security profits, and have tended toward the concentration and monopolization in a few holding-company systems of control of gas and electric-utility companies to the detriment of investors, consumers, and the general public;"

Incorrect. The holding company's investments and activities have been so diversified and comprehensive with respect to the areas served (and not isolated and limited), it has been possible for the holding company to carry its operations into many communities to improve the service, and to extend service to many additional communities that otherwise would not have service. This has resulted in not only larger, more stable, and better service, at much more reasonable rates, but it has also resulted in adding billions of dollars of the taxables in the United States.

(b)-(13): “The abuses above enumerated are so commonly associated with the activities of public-utility holding companies and have been so persistent and so widespread that they necessitate legislation to control and eliminate the holding company as an artificial corporate device inherently injurious to investors, consumers, and the general public.'

Incorrect. The abuses enumerated are entirely imaginary in the minds of persons seeking political capital. It is admitted that abuses have occurred in isolated cases, but there are no abuses that cannot be corrected by State and local authorities. There are no instances of impotency on the part of the State and local authorities.

EFFECT OF PUBLIC UTILITY HOLDING BILL IF ENACTED INTO LAW A number of the municipalities and communities in our properties are not being operated at a profit, and under the present business and economic conditions cannot possibly be made self-sustaining, but on the contrary, a substantial loss is suffered. The holding company has made up the operating deficits and carried the loss hoping for and expecting better times.

These losses have been kept to a minimum but if the assistance and protection of the holding company is taken away, these units must inevitably go into bankruptcy. The service will be greatly impaired and the security holders will suffer irreparable loss. In addition, the present maintenance and upkeep of the property involved will have to be materially reduced thereby causing serious hazards to persons and property.

The present unified property was built up and made possible by investors who believed a consolidated and comprehensive property a much better investment than a small isolated one. Furthermore, the investor desired a marketable security. The dissolution of the present consolidated property will destroy practically all of the present security holders' investment for the reason that the securities of the new and smaller units will not be able to find purchasers, as these securities will not be attractive to new investors. Therefore, the present security holder will lose practically all of his investment.

The demobilization of the operating forces of the present company will bring serious and irreparable loss to many employees. The present centralized operations would have to be broken up. Many of the employees are paying for homes on the monthly installment plan and the loss of their jobs means the loss of their equities in these homes, as well as the loss of the money already paid.

The present excellent service could not possibly be maintained, as smaller units could not justify the employment of trained experts in the several departments necessary to the rendering of good service.

The smaller units could not afford to prospect for natural-gas reserves very necessary for the protection of the consumer, neather could they finance the construction of pipe lines to the new fields.

It has taken years of hard work, and millions of dollars to build up the present system to its present efficiency and apility to render satisfactory service, at a reasonable cost, all of which have been and are a very definite and substantial addition to the comfort and wealth of the territory in which it is operating.

It is an indisputable and incontrovertible fact that prior to the advent of the holding company, natural-gas service was irregular and undependable. Lack of supply reserves and facilities caused discomfort and inconvenience to consumers. While service complaints formerly were very frequent, under the consolidated system such complaints are negligible.

This measure substitutes nothing for the holding company plan nor anything
demanded or desired by the consumer or the investor, but on the other hand, it
seriously impairs the present excellent service now being given, substantially
reduces employment in the operating, maintenance, and development personnel,
as well as in the manufacturing and transportation of equipment, and destroys the
investment of the security holder who invested his money in good faith in a legiti-
mate and necessary industry.
Respectfully submitted.

By J. R. MUNCE, Vice Presideni.

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Madison's letter, No. XLV, treated wholly of the States and their rights, as well as the preservation of them, using very specious argument in favor of the adoption of the Constitution, stating in substance that the States remain as they were and only necessary powers to formulate and preserve a union were delegated to the Federal Government.

He said in part, and only excerpts illustrating the trend of his thought are here set forth:

“The State governments may be regarded as constituents and essential parts of the Federal Government; whilst the latter is nowise essential to operation or organization of the former.

“The powers delegated by the proposed Constitution to the Federal Government are few and defined. Those which are to remain in the State governments are numerous and indefinite. The former will be exercised principally on external objects, as war, peace, negotiation, and foreign commerce; with which last the power of taxation will, for the most part, be connected. The powers reserved to the several States will extend to all the objects, in the ordinary course of affairs, concerning the lives, liberties, and properties of the people, and the internal order, improvement, and prosperity of the State.

“The operations of the Federal Government will be most extensive in times of war and danger; those of the State governments, in times of peace and security.

“The regulation of commerce, it is true, is a new power; but that seems to be an addition which few oppose, and from which no apprehensions are entertained."

In his next letter, no. XLVI, he further argues with the adversaries of the Constitution who were persistent in acclaiming that the States would be absorbed by the Federal Government, saying in part:

“The Federal and State Governments are in fact but different agents and trustees of the people, constituted with different powers, and designed for different purposes.

“But ambitious encroachments of the Federal Government, on the authority of the State governments, would not excite the opposition of a single State, or of a few States only. They would be signals of general alarm. Every government would espouse the common cause. A correspondence would be opened. Plans of resistance would be concerted. One spirit would animate and conduct




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the whole. The same combinations, in short, would result from an apprehension of the Federal, as was produced by the dread of a foreign yoke; and unless the projected innovations should be voluntarily renounced, the same appeal to trial by force would be made in one case as was made in the other. But what degree of madness could ever drive the Federal Government to such an extremity?







That the people and the States should, for a sufficient period of time, elect an uninterrupted succession of men ready to betray both; that the traitors should, throughout this period, uniformly and systematically pursue some fixed plan for the extension of the military establishment, must appear to everyone more like the incoherent dreams of å delirious jealousy, or the misjudged exaggerations of a counterfeit zeal, than like the sober apprehensions of genuine patriotism.

Let us not insult the free and gallant citizens of America with the suspicion that they would be less able to defend the rights of which they would be in actual possession, than the debased subjects of arbitrary power would be to rescue theirs from the hands of the oppressors.

“Let us rather no longer insult them with the supposition that they can ever reduce themselves to the necessity of making the experiment by a blind and tame submission to the long train of insiduous measures which must precede and produce it.

“On summing up the considerations stated in this and the last paper, they seem to amount to the most convincing evidence, that the powers proposed to be lodged in the Federal Government are as little formidable to those reserved to the individual States as they are indispensably necessary to accomplish the purposes of the Union; and that all these alarms which have been sounded, of a mediated and consequential annihilation of the State governments must, on the most favorable interpretation, be ascribed to the chimerical fears of the authors of them."

The recent conduct and trend of events shows that those to whom Madison addressed his letters were right in their fears, that the time would come when the rights of the States would be so trampled upon that the States' governments, activities and their inhabitants would be controlled by the Federal Government, and the States virtually annihilated.

It was evident that those who originated that marvelous document~the Constitution—had no conception that ever in the history of this Nation would there be such inroads upon the rights and powers of the States as we are now contemplating. For as Madison said, that sort of thing is “a signal for a general alarm”, and he asks this question, “But what degree of madness could ever drive the Federal Government to such an extremity?

The great strength of this Government is its dual form--the States and the Nation. The States are the units of government charged with the domestic affairs, welfare, and prosperity of those residing within its confines. The Nation is but the combination of the States, existing only by the indissoluble compact of the Union cemented by the Constitution, which delegates only specific powers to the Federal Government, reserving to themselves all other rights and powers which they have not surrendered by this specific delegation.

It is not necessary to enumerate the powers of the Federal Government, and we will refer to only one, that is, to regulate commerce between the States, for it is under this power, which Madison did not view with “apprehension”, which is now the one under which the Federal Government is endeavoring to "whittle away" more of the States' rights.

In these times, the Government has regimented industries, farmers, utilities, carriers, labor, and every line of endeavor, laying down rules and regulations for their conduct, taking away from the States rights which belong to them-namely the right to conserve the resources within its bounds, to incorporate its companies, to regulate its issues of stock, to regulate its own welfare, and promote prosperity within its borders.

Unquestionably by far the large majority of the people of this country undoubt. edly believe in maintaining the American principles of individual opportunity and responsibility, and frown upon the foisting upon the people of this Nation an impractical system of Government which cannot lead other than to destruction.

What is being done and proposed is by a minority bloc which has taken advantage of unrest and the economic depression.

General Washington stated:

“No man is a warmer advocate of proper restraints and wholesome checks than I am. The General Government is not invested with more powers than are indisputably necessary to perform the functions of good government, and consequently no objection should be made to the quantity of power delegated to it.” It is therefore certain that those who were best acquainted with the principles upon which the Constitution was founded laid great stress upon each and every one of the checks and balances contained in the Constitution.

If it should be said that the mass of the people are not interested in the drastie attempts to change our form of government, then it is necessary only to call attention to the Russian debacle and the words of Lenine when he said, "We pay no attention to the vast unconscious mass.

John Stewart Mill in his work upon Liberty says:

“Thus a people may approve a free government, but if from indolence, o carelessness, or cowardice, or want of public spirit, they are unequal to the exertions necessary for preserving it, if they will not fight for it when it is directly attacked, if they can be deluded by artifices used to cheat them out of it, if by momentary discouragement, or temporary panic, or a fit of enthusiasm for an individual they can be induced to lay their liberties at the feet even of a great man, or invest him with powers which enable him to subvert their institutions, in all these cases they are more or less unfit for liberty."

The Wheeler-Rayburn bill certainly introverts to a most drastic extent the rights and powers of the States. It would give to the Federal Power Commission authority over operating plants in the various States producing 91 percent of the national output.

This ral Power Commission can order a company to make any additions or improvements regardless of whether the utility has the funds. It can order the utility to let others use its lines. It can order it to sell or purchase from, or transmit for any other company. Its approval is necessary for extensions, sales, leases and mortgages. It has power to determine business practices, methods of production and transmission, and all arrangements with regard to legal, engineering and financial services.

The Federal Government would have jurisdiction over all rights. It permits the use of the natural resources of one State for the benefit of another. It would have jurisdiction over accounting practices and the determination of proper depreciation allowances, and all forms of report.

În fact, it seems to remove from the States their control over the cost of intrastate commerce, and takes from the States the regulation of such utilities within its borders. In fact, it would permit the Federal Government to say what plants should be run, what should be built, what transmission lines would be built or abandoned, and there would not be much left for either the utility or the State government to do.

In order that there could be no question about the States' rights the tenth amendment was created, which reads: “The powers not delegated to the United States by the Constitution nor probibited by it to the States, are reserved to the States respectively or to the people.”

In the case of Bucknor v. Findley, which had to do with the drawing of a bill of exchange in one State upon a person living in another State, which case is found in second Peters, page 584, the court said in part:

“For all national purposes embraced by the Federal Constitution, the States, and the citizens thereof are one, united under the same sovereign authority and governed by the same laws. In all other respects the States are necessarily foreign to and independent of each other."

This case is cited with approval in the case of Phillips v. Payne (92 U. S. 130).

In the case of Farmers, etc., Bank v. Deering (91 U. S. 29), the court analyzes the powers of government and in the first one stated in its analysis on page 34 it names those which belong exclusively to the State.

In the case of Farrington v. Tennessee (95 U. S. 679), the court said on page 682:

“A compact lies at the foundation of all national life. Contracts mark the progress of communities in civilization and prosperity. They guard, as far as is possible, against the fluctuations of human affairs. They seek to give stability to the present and certainty to the future. They gage the confidence of man in the truthfulness and integrity of his fellowman. They are the springs of business, trade, and commerce. Without them, society could not go on. Spotless faith in their fulfillment honors alike communities and individuals. Where this is wanting in the bocy politic, the process of descent has begun, and a lower plane will be speedily reached. To the extent to which the defect exists among individuals, there is decay and degeneracy. As are the integral parts, so is the aggregated mass. Under a monarchy or an aristocracy, order may be upheld and rights enforced by the strong arm of power. But a republican government can have no foundation other than the virtue of its citizens. When that is largely impaired, all is in peril. It is needless to lift the veil and contemplate the

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