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If it were within our province to inquire the reason for this distinction as to citizenship of consular officers it would be easy to see that while citizenship and allegiance were properly deemed essential in the cases of ambassadors, consuls, and other superior officers of that service, it might not be so in the cases of subordinate officers in the same service, and in view of the fact that in many places where their services would be required it would be difficult and sometimes impossible to obtain suitable citizens therefor, and that, in some cases, the service might be better performed by a native, such citizenship and promised allegiance might well be dispensed with. But as this distinction is in fact. thus made by the law we need not inquire for its reason.

And, as bearing upon the question of construction, the Supreme Court has said that the construction given by one of the departments of the Government to a statute which that Department is called upon to administer, is entitled to great weight in determining what is the true construction. This is equivalent to saying that such construction will be taken as correct, unless certainly wrong. The President and the Department of State have, I believe, uniformly construed the law as not necessarily requiring citizenship in cases of inferior officers of the consular service. (See Consular Regulations, 1888, paragraphs 26, 27.)

But while this would seem to necessarily imply that, being subjects of a foreign nation, these officers need not take an oath of allegiance to this country, which they can not lawfully do, yet, in paragraph 42, it is said that interpreters qualify by taking the oath (form 1, which is the oath of allegiance) and that marshals of consular courts qualify by taking this oath and giving bond. But if this is required it would seem to be so because the regulations, and not the law, require it. For it is not believed that the law which authorizes the appointment of a foreign subject to an office contemplates that he shall take an oath which he can not lawfully take, and which would be, in a sense, treason to his own country.

And this is corrected in the current Consular Regulations of 1896, paragraph 33 of which provides that "every consular officer, consular clerk, regularly appointed interpreter,

and marshal of a consular court shall, if a citizen of the United States," take the prescribed oath of office; and this, I think, is the correct construction of those provisions.

But, where Congress has acted upon a matter, these regulations are effective only as construing such law, and can not establish anything contrary thereto. Whatever power the President may have to make rules or regulations, they must not be inconsistent with any act of Congress, except in cases--if, indeed, there be any-where the power conferred is broad enough to authorize rules and regulations without reference to their consistency, or otherwise, with existing laws; and if these statutes require of the marshals of consular courts, who are not citizens, the oath prescribed by section 1756, those rules and regulations can not dispense with it.

But, I am of opinion, and so advise you, that subjects of a foreign nation may be appointed marshals of the consular courts, and, when so appointed, need not, under the laws and regulations, take the oath prescribed by sections 1756 or 1757 of the Revised Statutes.

But, while, this is so, still, in conformity with the general requirements of the laws, the usual practice and its own propriety, it is suggested that all such officers should be required to take an oath or affirmation to faithfully perform the duties of their offices, and similar to that prescribed, except as to allegiance and support of the Constitution of the United States. Even if the sections referred to applied to such officers abroad who are foreign subjects, it might well be held that this, being as far a compliance therewith as is lawful, was a sufficient compliance.

And it might be held that this section does apply to cases like the one here considered, so far as to require an oath of office, and that other provisions-especially those authorizing the appointment of foreign subjects to some offices abroad-dispense with that part thereof, which promises allegiance. I think that, in such cases as are here considered, the officer should take the oath prescribed, except as to allegiance.

Respectfully,

The SECRETARY OF STATE.

P. C. KNOX.

WAR-REVENUE ACT-PLEDGE OF STOCK-STAMP TAX.

The depositing with the Girard Trust Company by the Pennsylvania Company, under a written agreement, of certificates of stock of other corporations as a pledge for the performance of its covenant to pay, when due, the interest and principal of certain certificates of indebtedness issued and sold by the former company for the benefit of the latter, constitutes such a pledging of stocks for the future payment of money as to render the transaction taxable under Schedule A of the act of March 2, 1901 (31 Stat., 942), although the power of attorney accompanying the agreement only authorized the transfer of the stock so deposited in case of default by the pledgor, and until such default the pledgor was to retain and exercise all the rights, powers, and privileges belonging or incident to such ownership.

DEPARTMENT OF JUSTICE,

January 4, 1902.

SIR: I have the honor to respond to your note of October 31, 1901, with its inclosures, in which you request my official opinion whether, under the war-revenue acts of June 13, 1898, and March 2, 1901, revenue stamps are required upon a transaction stated as follows, viz:

"The Pennsylvania Company (a corporation of the State of Pennsylvania, engaged in the operation of railroads), desiring to obtain funds for its proper corporate purposes, has negotiated an agreement with the Girard Trust Company (also a Pennsylvania corporation), as trustee, the essential features and results whereof are

"(a) That Girard Company shall issue and deliver to Pennsylvania Company, for sale by, and for the corporate use of the latter, 20,000 certificates of indebtedness for $1,000 each, aggregating $20,000,000, bearing 3 per cent interest, and payable, interest and principal, according to the tenor thereof.

"(b) Pennsylvania Company covenants to provide and furnish Girard Company with the moneys required to pay the interest and principal of said certificates according to their tenor, and also deposits with last named company, as a pledge for the performance of its covenant, certificates of stocks of other corporations, owned by it and specially enumerated in the covenant, aggregating, at their face value, $25,000,000, accompanied by a single power of attor

ney authorizing transfer thereof only in event of failure to observe said covenant, and with express stipulation in the agreement that unless and until default shall occur, Girard Company will not cause said certificates of the stock so deposited and pledged to be transferred to itself or any other corporation, and further, that, until said default occurs, Pennsylvania Company to retain and exercise all the rights, powers, and privileges belonging or incident to ownership of said stock.”

The question is whether this pledging of certificates of stock is taxable under what was the first paragraph of Schedule A of the act of June 13, 1898, and is now part of the act of March 2, 1901.

The portion of the paragraph referred to which bears upon this question is this:

"On all sales, or agreements to sell, or memoranda of sales or deliveries or transfers of shares or certificates of stock in any association, company, or corporation, whether made upon or shown by the books of the association, company, or corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of transfer or sale, whether entitling the holder in any manner to the benefit of such stock or to secure the future payment of money or for the future transfer of any stock, on each hundred dollars of face value or fraction thereof, two cents."

The things taxed are sales, agreements to sell, memoranda of sales, memoranda of deliveries, memoranda of transfers, whether made on the books or by assignment in blank, or by delivery, or by any paper or other evidence of transfer or sale, whether entitling the holder in any manner to the benefit of such stock or to secure the future payment of money or the future transfer of the stock.

Obviously this transaction is, in both the legal and popular sense, a pledge of stocks as collateral security for the future payment of a definite sum of money, and substantially upon the same terms as those which the law would attach without their expression. The latter clause, as to the retention of rights of ownership, can not, of course, be effective in any literal sense, for the right of ownership,

being the right to possess, sell, pledge, or transfer absolutely, is inconsistent with what is given and granted to the Girard Company. The most that can be said of this clause is that it reserves all rights of ownership consistent with the right of the Girard Company to hold and use the stock for the security for which it was pledged, and this is what the law would imply without its expression.

In my opinion, in this case there is a memorandum of delivery of stocks to secure the future payment of money and the future transfer of the stock in the event of the Pennsylvania Company defaulting upon its obligation to pay the trust company under the arrangement, and the transaction is therefore taxable as the section provides.

In a letter of the general counsel of the Pennsylvania Company to the Commissioner of Internal Revenue, accompanying your note, it is forcibly contended that the portion of the act of June 13, 1898, taxing mortgages or pledges of lands, estate, or property, real or personal, is the only one which imposes a stamp tax upon such a pledge of stocks as the one here considered. He refers to previous rulings of the Commissioner to sustain this contention, and then contends that as the clause is omitted in the act of March 2, 1901, there is now no provision taxing a mere pledge like this one as a security for the payment of a definite and certain sum; and further that the first paragraph of Schedule A of the act of June 13, 1898, carried without change into the act of March 2, 1901, applies "only to transactions immediately resulting in change of ownership of the shares involved therein," and does not apply to a mere pledge of stock where the ownership does not pass from the pledgor. I have given a great deal of consideration to this argument, but it has failed to convince me. I know no rule of construction that will justify ignoring the plain language of the statute because of the interpretation placed by the Internal Revenue department upon a provision of the law now repealed. Upon this subject of the construction of amendatory acts, it is said in Black, Intp. Laws, 365, quoting Lord Bromwell in a recent English case:

"I think the proper course is in the first instance to examine the language of the statute, and to ask what is its

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