sired, notwithstanding this general law, and who | remedy as far as possible all existing ev... the shall say that the Legislature was not wise in giv-present Constitution. Now, sir, if gentlemen will ing to Daniel Drew that discretion, notwithstand- look at the present provision of the Constitution ing this general law? I cite these instances, Mr. on this subject, they will see that it is very Chairman, and gentlemen of this committee, for objectionable, and furnishes a pretext for most of the purpose of showing you that it is utterly im- the special and unnecessary legislation in regard possible in all the various wants and requirements to corporations. Under the clause "in case of the people of the State of New York, under any where, in the judgment of the Legislature, the general law that may be framed to meet them. I objects of the corporations cannot be attained by desire, sir, to bo upon the record on this question general laws, they may be created by special and when certain communities go the Legislature act." This exception or qualification destroys of the State of New York and ask something that the salutary effects which the framers of our prescommunity desires, and which the Legislature are ent Constitution designed to secure by requiring willing to grant, which it is wise should be grant- all corporations to be formed under general laws. ed, I desire to have it said that so far as my vote The Legislature is continually besieged by appli is concerned, I was willing to give them that cations for special charters for all sorts of corright, and not to prohibit them by reason of some porations, alleging that the objects sought cannot general law. But it is said, indeed, the only ar- be attained by general laws. Hence by the "jugument that is used against it, the only argument dicious use of means" charters are procured with that is brought before this committee, and upon "special privileges" which are alike subversive which is sought to hinge this provision as adopted of the general law and the general good of the by the committee, is that the Legislatures are not people. So far has this abuse gone that charters fit to be trusted. What! the Legislature of the have been given for the incorporation of clubs State of New York, in whom is vested absolute and societies, for "yachting," racing," "huntand supreme power, save as restricted by the ing," "fishing," "sporting,' gymnastic," "athConstitution, are not the proper custodians of letic," "social and recreative" purposes. I am this discretion; are not to be trusted with it! What decidedly opposed to any provision 66 that in my opinion, as the language now stands in the section it is subject to the same objection. But, as the gentleman from Cortland [Mr. Ballard] has amended it in that particular by striking out these objectionable words, and as it is thought by the committee generally, that it may be well enough to amplify the provision by expressing in the article itself that the Legislature shall have the power to alter and amend general laws, which I think is entirely (unnecessary, for it is a wellsettled principle that the power which can create can also destroy; therefore, inasmuch as it will do no harm, I will accept the amendment, if it be in order, of the gentleman from Cortland [Mr. Ballard], and so modify my amendment as to strike out the words "general" before the words "laws and special acts," and this will accomplish the entire object I had in view by striking out the clause. I will, therefore, accept the amendment. a commentary, sir, upon the Legislature of the will permit the continuance of such abuses. State of New York! Are we, as delegates to this Sir, in looking at the article reported by the comConvention, satisfied to place ourselves in the po-mittee, while they have not retained that clause sition of saying that we will do that which we precisely as it is in the present Constitution, yet, ought not to do, so far as the needs of the community are required, in order to place upon the record the fact that the legislators are not fit to be trusted. Gentlemen and Mr. Chairman, I have never been a member of the Legislature. If I had a reputation to lose, I would thank my people (as I guess they will), to keep me away from it. If I had a reputation to gain, I would thank them not to send me there. Not because I have not respect for the Legislature of the State of New York, but because I have an utter contempt for these wholesale charges of corruption that are put forth in all the newspapers and put forth by many of the people of the State. Tell me that the Legislature as a body is corrupt! I will not believe it. That in the Legislature are corrupt men, is undoubtedly true. That in every position in public and private life there are corrupt men, is also true. It has been the history of all governments; it has been the history of all legislatures and parliaments; and place in the Constitution whatever restrictions you may, surround it by all your pretended safeguards, and that same fact will continually be true. What, then, is the remedy? Is it, sir, in tying up the Legislature, in placing restrictions around them, so that they cannot be corrupt? Is it in cutting off the public welfare, simply to guard the Legislature? No; it is in electing honest men, and sending honest men to the Legislature. Mr. Chairman, having thus presented my views upon this question, and having them before the committee, and having succeeded in placing myself upon tlio record, I have said all that I desire to say. The question was then put on the amendment of Mr. Bell, and it was declared carried. Mr. SEYMOUR-I move to amend by striking out the words "or amended." The object of this constitutional provision is undoubtedly to prevent a great deal of useless legislation, legislation not only useless, but often corrupt. It is conceded, I think, to be the universal sentiment of the people of this State that no part of our legislation is more dangerous to the general interests of this State, nothing more likely to be mingled with bad practices or with corruption in the legis lative body than the legislative action connected with the creation of incorporations. If you look at the statute book you will find that a very large Mr. BELL-With the permission of the Con- portion of our legislation was formerly occupied vention, I would like to say a word. I presume with the creation of corporations. One object of no member of this committee will controvert the the, provision of the Constitution of 1846 was. fact that it is the duty of this Convention to las far as practicable, to prevent that, by provid derive are derived from a law passed by the Legislature, and the Legislature should be clothed with power not only to modify the general laws they may have passed, but to pass those special laws that may be necessary for the proper working of the general system. No general provisions such as are proposed here can meet all cases. There are and there always will be an abundance of specialties, and my amendment is offered for the purpose of enabling all citizens in a community whether corporators themselves or others to come before the Legislature and present such cases as may from time to time arise, and to obtain such relief as justice may require. ing that corporations should be created under gen- | understood that this Convention believes that foreral laws. Now, sir, the report of the committee ever hereafter, under the Constitution which we on this subject provides not only that corporations are to propose, there will be no Legislature honest shall be created by general laws, but it provides enough to do what is right between citizens and that they shall not be amended by any special between corporations and citizens. I am not prelaws. It assumes the fact that when a body of pared, for one, to say that all matters of this kind .men meet together for the purpose of determin- should be withdrawn from legislative consideraing the provisions which they will insert in the tion. There seems to be a necessity—and it is a article of incorporation which they are permitted necessity that always exists in every governto form under this general constitutional provis- ment, that we must trust the representatives of ion, they have so much foresight that they can the people-aye, to go back of that trust conceive and provide against every imaginable the people themselves. When it is the deliberate contingency which may occur in the course of their opinion of the representatives of the people in corporate business. The matter has been well this Convention or elsewhere that the people illustrated by the gentleman from Schoharie [Mr. whom they represent have become so corrupt that Krum] in the case of the railroad which he cited. they are not to be trusted, then a fundamental The same thing will occur in a thousand other cases change in the government must ensue. Whenever where the most vigilant foresight and the greatest it is the opinion of this body that the representaexperience in business gentlemen may have, who tives of the people, assembled for the business of sit down for the purpose of settling upon an arti- legislation, have become so corrupt that they cancle of corporation under a general law, will not not be trusted then the government itself must be enable them to provide for the contingencies that pronounced a failure, We must repose this powmay arise in the future. Unless we insist that er somewhere, and I know of no better place those who wish to avail themselves of these gen- to repose it than with the representatives of the eral provisions shall be endowed with foresight people. The powers which these corposufficient to meet all the contingencies of their rations multifarious business, we must give them the privilege to come to the Legislature, if necessary, for the purpose of submitting the expediency of modifying the privileges they have gained under the general law. Therefore, it seems to me, that it is an absolute necessity arising out of the very nature of things that there should be this privilege left to those corporations which are formed under the general law; if they find their act of incorporation shall need amendment by way of restriction or by way of extension, they should have the privilege of coming to the Legislature and submitting the question whether that act of incorporation which they have under these general provisions should not be modified. The proposition Mr. BEADLE-I agree most heartily with the presented by the committee would seem to as- gentleman who last addressed the committee, parsume that the act of incorporation to be formed ticularly in that portion of his remarks in which under a constitutional privilege, or under general he admits, in answer to himself, that his amendlaws passed in pursuance of it. should be so per- ment places this section back precisely where it fected that not only the interests of corporators is in the Constitution. Nothing will be gained themselves would never demand any modifica- and no advance made in a much needed reform, tion, but that the interests of every individual, but the legislation of the last few years will be either of the corporation or of the community, continued, with increasing scandal. If the never should compel them to apply to the Legisla- amendment of the gentleman from Rensselaer ture for a modification or restriction of the rights [Mr. Seymour] be adopted, it will be only which their particular company has gained to necessary for any set of individuals to arrange itself under the general law. I am aware that the themselves under the provisions of this article objection that will be suggested to mary minds in and then come to the Legislature and ask for anythis Convention is that this brings, after all, the thing, ask for an amendment of their incorporawhole subject back to the Legislature, and thus tion which shall embrace franchises as valuable we do not avoid the evils we hoped to avoid by and as extensive as any granted within these passing a general law. But in this business of halls. In anything which I may have said, or laying the foundations of our commonwealth anything I may say with regard to the Legislabroadly in this Constitution, we must resolve ture or with regard to the people themselves, I somewhere whether the Legislature in the future wish to have it understood that I defer to no man shall be trusted at all, and if so, how far. Now, in my views or my feelings with regard to the I am not disposed, in regard to matters of this people of the State of New York. I know somekind, to say that no Legislature in the future shall what of the people; my confidence in them has be deemed sufficiently honest, intelligent, and been greatly increased in view of the trials honorable to consider and decide questions of this through which they have passed. Within the kind as they shall arise, to decide as in other matters of modification, extension or restriction of legislative grants. I do not wish to have it last six years it has been my privilege to see instances of heroism and devotion from the common people that I never expected to witness. I have seen men poor-so poor indeed that their special legislation. For myself, I do not believ only possession was a single cow-voluntarily it is necessary to strike out the word at all. I giving that cow for the purpose of raising volun- believe that the better plan would be, if a general teers to defend this government. From that hour law be found insufficient to meet all the exigenI have had no doubt of the integrity and of cies of society, to amend that general law to meet the patriotism of the people of the State cases that have not come within the purview of of New York. Sir, I wish to offer an amend- the law as it is framed. I do hope the amendment to the section. I would substitute ment now before us will not prevail. If it does after the word "created" the words "or their we might as well abandon the provision altopowers increased or diminished." The word gother. "amended" I think is not a fortunate one. I Mr. KRUM-I simply wish to say that the think the Legislature cannot amend corporations. amendment proposed by the gentleman from For that reason I propose that these words shall Chemung [Mr. Beadle], "or their powers inbe introduced in place of the word "amended." creased or diminished," would leave the section I would say one word with reference to the objec- as it now is. My own idea is that the amendtion urged by the honorable gentleman from Scho- ment of the gentleman from Rensselaer [Mr. harie [Mr. Krum]. It occurs to me that the ob- Seymour] is the amendment which should be jections urged by him can easily be provided for adopted. That was the position I took before in the general law, as it may be passed by the the committee: that general laws should be coming Legislature with reference particularly to passed for the incorporation of all subjects or a railroad running from Central Bridge up to his things, that everybody and everything should be place of residence. Railroads as short as that incorporated under a general law, and when the have been constructed, and undoubtedly will be necessity arises for an amendment such corporaconstructed in various portions of the State. Itions might apply to the Legislature for amendthink it will be very competent and proper for the ment, leaving it to the discretion of the LegislaLegislature, in passing general laws in regard to ture to grant it or not. railroads, to make distinctions with regard to rail- Mr. SEYMOUR-It seems to me that the roads as short as that, giving the privilege of using amendment offered by the gentleman from Chea lighter rail, and a lighter engine. I think the ob- mung [Mr. Beadle] would entirely nullify what jections urged by him are very easily removed. was intended to be gained by the amendment And so with reference to bridges and other things which I had the honor to present. My amendwhich he thinks constitute very great objections. ment, as I explained, was to leave unrestricted Mr. OPDYKE—I hope the amendment of the the power of amending by special legislation. I gentleman from Rensselaer [Mr. Seymour], will shall have no objection if there be added to the not prevail. It will be seen that if that word is section a general provision like that suggested by stricken out, it renders the section inoperative the gentleman from New York [Mr. Opdyke], to and nugatory; because a corporation might be the purport that all amendments authorized by framed under a general law, for a very proper the Legislature shall be consistent with the genand even beneficent purpose, and afterward ob eral purview of the act of incorporation, so that tain from the Legislature amendments which the company shall not be permitted, under a genmight transform the corporation into one that eral law, to incorporate itself for one purpose and will be dangerous to society. I think the expe- then procure an amendment by the Legislature rience of the people of this State has satisfied giving it powers to act as an incorporation for anthem that special legislation is, in every sense, a other and a very different purpose. I hope such very great evil. In the first place, it is grounded an amendment may be added, that a company or on a wrong principle. The title of every such corporation can apply for and receive only such act should read that "All the citizens of this an amendment of its charter as will be in consoState, save A, B and C, the incorporators, shall nance with the provisions of the act under which be excluded from the exercise of whatever rights it was incorporated. But it seems to me that the the act of incorporation confers." It is unjust, amendment proposed by the gentleman from Cheinequitable, and a blot upon our statute book, mung [Mr. Beadle] will leave the section very Now, if the Legislature be permitted to amend much as it stands now. I hope it will not be acts of incorporation, framed under general laws, passed. the gate is thrown wide open for every variety of special legislation. In regard to what the gentleman from Rensselaer Mr. Seymonr], and the gentleman from Schoharie [Mr. Krum], has said in reference to the inconvenience of general laws, and the impossibility of meeting all the exigencies that arise in society, I would suggest a different remedy. If amendments be really needed to meet such difficulties they should be granted only within the limits of the general law authorizing the incorporation. The Legislature may be safely authorized to amend, provided the amendments are within the limits and purview of the general law under which the corporation is formed. Nothing beyond that can we do with out utterly abandoning the effort to shut out Mr. BELL-I am decidedly opposed to the amer.dment offered by the gentleman from Rensselaer [Mr. Seymour]. It substantially leaves the provision on that subject as it now stands in the present Constitution. I am of the opinion that all of us have seen the evil effects of the multiplicity of bogus and swindling corporations. The objection of the gentleman from Schoharie [Mr. Krum] that general laws cannot provide for specefic objects, can be obviated by a provision of the general law that railroads of a limited length and for certain purposes, may be allowed to use rails of less weight to the lineal yard than those which carry passengers, and are run at a high rate of speed. Mr. KRUM- How would you, upon those roads, regulate the fares? Would you regulate the fares in proportion to the distance of the road? Mr. BELL-I am of the opinion that the fare can be regulated on these short roads as well by a general act applicable to all short roads built for certain purposes as on a long road carrying passengers. I see no difficulty in classifying roads and the purposes for which they are built, and the speed at which they may be run. Mr. KRUM-Then would you make the fare depend on the length of the road? Would that be the criterion? | Mr. A. J. PARKER—Should it not, properly, be inserted here? Mr. RATHBUN-This is the report of the Committee on Currency, Insurance, and Corporations other than Municipal. Mr. A. J. PARKER-Has there been no report from that commtttee? Mr. RATHBUN-There has not. Mr. A. J. PARKER-It seems to me it is proper to insert it here, for the reason that this section as it now stands excludes municipal corporations. It seems to me, therefore, proper that poses, and I offer an amendment to this section which will remedy the existing evil. All of us know very well that the session laws are filled with village corporations sometimes a single act covering fifty or sixty pages. Each one is, to a great extent, a mere repetition of the general law in regard to the organization of village corporations. I think this evil should be remedied, as it can be, by an amendment of this section. Although it is true you cannot apply here to the fullest extent, a provision for municipal corporations; yet to a certain extent I think it can be done. I propose, therefore, to insert in the third line of the third section, after the word "purposes," the fol Mr. BELL-Not necessarily. This whole sub-provision should be made here for municipal purject can be left a little flexible, so as to conform to the length of the road and the purposes for which it is to be used, as well in regard to the fare as to the weight of the rail. I see no difficulty whatever in that regard. In endeavoring to amend the Constitution in this particular, where it has proved deficient, I hope we shall not by any lauguage run into the same difficulties and absurdities under which we now labor. It is no imputation on the uprightness of the Legislature to incorporate certain specific principles in the Constitution. If there is any subject on which we are required to make specific provisions, it is ou this very subject of corporations. I am of the opinion that the amendment offered by the gentle-lowing: man from Chemung [Mr. Beadle] is much the better one. It expresses its object more clearly. I am of the opinion the word "amend" could not properly be applied to a "corporation." It should be applied to "laws." But as it now stands in the section, if I understand the proper import of the word, it applies to "corporations. I should prefer instead of the word "amend" the phrase that "their powers may not be increased nor diminished." I am certainly in favor of the amend- Mr. RATHBUN-I rise to a question of order. ment of the gentleman from Chemung [Mr. I submit the amendment is not germane to the Beadle]. subject, and ought not to be allowed. The comThe question was put on the amendment of Mr.mittee was confined to a special class of corpora Beadle, and it was declared carried, on a division, by a vote of 61 to 30. The CHAIRMAN-The question now is upon the amendment of Mr. Seymour, to strike out the word "amend." "Municipal corporations shall also in all cases be formed under general laws. But where a special act shall be passed in regard to a corporation so formed, its provisions shall be contined to matters in regard to which it differs from the provisions of the general law." My object is that all municipal corporations shall, in the first place, be formed under general laws to be passed by the Legislature. That tions, excluding municipal corporations. Mr. KRUM-I move a reconsideration of the Mr. A. J. PARKER-I am entirely willing to vote just taken upon the amendment of the genreserve it, if that is the judgment of the committleman from Chemung [Mr. Beadle], for the reason that there were some gentlemen who voted under a misunderstanding. The question was then put on the motion of Mr. Krum, and it was declared lost. The question then recurred and was put on the amendment of Mr. Seymour as amended by the adoption of the substitute of Mr. Beadle, and it was declared carried. tee. The CHAIRMAN-The Chair is of the opinion that it would be better to leave it to the Committee on Cities, and would call the attention of the gentleman from Albany [Mr. A. J. Parker] to the preamble of this report, which speaks of the consideration of corporations "other than municipal." Mr. A. J. PARKER-I will withdraw my amendment. Mr. A. J. PARKER-The committee have now provided for corporations other than municipal in Mr. ALVORD-I move to strike out "except such a mode as will require an amendment of the for municipal purposes." I make the motion for general law which will be applicable to any par- this reason: if, as has been stated here, in the ticular case that may occur. But there is no re-point of order taken by the gentleman from Caystriction in this section in regard to corporations uga [Mr. Rathbun], this committee have nothing other than municipal. They are excepted. Ito do with municipal corporatious, they should think there should be a restriction in regard to them. Mr. RATHBUN-That matter is in the hands of the Committee on Cities and Villages; it is not referred to this committee. have no expression in regard to them in the article, and for another reason, if the committees who are intrusted with municipal corporations should see fit not to make some general provisions of this kind, then shall there not, by implication, even if it is not the sense of the Convention, be, power of repealing any of these former acts-of given power to the Legislature a right to incor-opening the door to the raising of such a quesporate municipal corporations by other than gen- tion. There is, for instance, the act creating eral laws. I think, in that view of the case, the Manhattan Company. It has always been those who in this Convention are opposed to any conceived, as I understand it, to be a contract special acts of the Legislature for municipal pur- between the people and the recipients of that poses have a right to ask that this proposition be charter. Might not this provision excite the stricken out. Because if it happen to remain attempt to claim, on the part of the Legislature, a here, although clearly showing that this commit-right to repeal such an act? And is it not wise tee have not presented their report in reference to shut out the opportunity for such an attempt? to municipal corporations, it will be left in the Mr. BALLARD-The object of the committee Constitution, giving by implication this power to in framing that language was to continue in the the Legislature. present Constitution the language of the old ConMr. A. J. PARKER-It seems to me the mo- stitution, which reads that all general laws and tion now made to strike out those words "except special acts passed in pursuance of this section for municipal purposes," shows we must neces- may be altered from time to time or repealed." sarily consider this subject here to some extent. The present amendment was interposed to preNow, striking out those words, and making what serve the power which exists in the present Conwe have adopted applicable to all corporations stitution. In regard to the Manhattan Bank, if I would be necessary to subject municipal corpora- they have vested rights, they cannot be taken tions to precisely the same rules that we have away by this constitutional amendment. applied to others. I admit there is some difficulty seemed to the committee, therefore, that the best in that respect. I now propose by my amendment way was to perpetuate the language that is emto apply precisely the same rule. ployed in the present Constitution. Mr. ALVORD-I will modify my amendment | Mr. FOLGER-The language not only reaches by inserting the words "except as herein other- | wise provided." Mr. A. J. PARKER-I have no objection to it in that form. But if that is adopted I will proceed with my amendment afterward. Mr. BARKER-I hope the amendment of the gentleman from Onondaga [Mr. Alvord] will not prevail, because it will opeù discussion, and my friend from Albany [Mr. A. J. Parker] will have up before the committee the very thing which has been ruled out of order. It back to the Constitution of 1846, but much further. It reaches back to the beginning of the government, ever since the Legislature was established; and any law which may be found on the statute book, so far as the language of this provision is concerned, may be repealed by the power which the report of the committee proposes to confer upon future Legislatures. I doubt whether a provision should be adopted by which that power seems to be given. Mr. BALLARD-I want to ask the question whether, if this is adopted, it would take away vested rights now existing ? Mr. KRUM-Did not the Constitution of 1846 reach back in the same way? Mr. VE EDER—I desire to say a single word, as a member of this committee. Those words should properly be placed in brackets, as you will Mr. FOLGER-Is it necessary to meet that find in the section below. The committee, as I question? Can we not dispose of it here better understand it, did not pass at all upon the ques-than to excite a question to be disposed of in tion of municipal corporations; but finding it in the courts? the section, they left it there, lest they might | trespass upon the rights of the Committee or Cities. In my judgment, the amendment of the gentleman from Onondaga [Mr. Alvord] will meet the purposes of the Convention at this time. By striking out the words "for municipal purposes, Mr. KRUM-The section is: "All general laws and inserting the words "as herein otherwise and specific acts passed in pursuance of this secprovided," the question may be disposed of. tion may be "The question was put on the amendment of Mr. Alvord, and it was declared lost, on a division, by a vote of 33 to 49. Mr. FOLGER-I move to strike out in the fourth and fifth lines the words "which may have been heretofore passed," for this reason: there may have been laws passed in relation to corporations which, by the force of constitutional and other law, have become a contract between the people of the State, acting through their legislative power, and the recipients of the charter created by those laws. The Constitution comes in, and by this provision, in words at least, affects not only laws which a future Legislature may pass, but all general and specific acts which have been heretofore passed. Now, although I do not hold that we can impair any law which amounts to a contract, yet I do not think we should incur the danger by seeming to give to the Legislature the Mr. FOLGER-I think not. The language of that instrument is different from that of the article proposed by the committee. Mr. FOLGER-"In pursuance of this section"that must be laws which shall be passed hereafter. But here is a section proposed by the committee, with the word "heretofore "-"all laws which may have been heretofore passed." All laws from 1777 up to this time. This relates back. Mr. PAIGE-If that is stricken out, the Legislature will be deprived of power reserved to it under the Constitution of 1846. In reference to corporations having vested rights, these rights cannot be impaired by an act of the Legislature passed by virtue of any provision in this Constitution, as these rights are protected by the Constitution of the United States. Therefore it strikes me that this motion to strike out ought not to be entertained. Mr. BARKER-Corporations have to rely in a great measure upon the faith of Legislatures that they will not repeal the acts upon which their |