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rights are secured. Suppose the amendment of necessary the words "relating to corporathe gentleman from Ontario (Mr. Folger) prevails, tions." it will read in this wise: "All laws passed pur Mr. ANDREWS—The difficulty, it seems to suaut to luis section may be altered from time to me, is this, the previous part of the article retime and repealed.” Hence, if a corporation is lates to prospective laws, corporations that may forined under general laws thereafter, the Legis- hereafter be formed under general laws hereafter lature may repeal that general law and the corpo- to be passed. The word "such” properly qualiration falls. Corporators have to rely upon the files that. faith of the Legislature to preserve their rights, Mr. COOKE-I will suggest whether the word
Mr. FOLGER-My criticism is upon the words "such" would not be objectionable there, on ac"which may have been heretofore passed." count of the special laws mentioned? Corpora
Mr. BARKER—The object of that proposition, tions may be formed under general laws, but in my judgment, is this: Heretofore corporations may not be created or amended by special acts, have been created by special act, and with very except for municipal purposes. It might be innarrow powers; these corporations may have terpreted to relate to special, as well as general their acts of incorporation altered and amended laws. by special legislation under this reserved right. Mr. POND-On reflection, I don't see why an In my judgment it should be preserved for that exception is not yet needed; after the word "corpurpose.
porations" insert the words "except municipal." Mr. RUMSEY-It seems to me that the amend- The words “or which may have been heretofore ment proposed by the gentleman from Ontario passed” relates to corporations, and is [Mr. Folger). should not prevail, and these a distinct sentence. It is not carried back words to which he excepts are not subject to by the word “such” to apply to laws the criticism he makes upon them. It is not, I except municipal. Therefore I move to add the apprehend, intended, in respect to a very large word "corporations," as proposed by the gentlenumber of laws heretofore passed, that the Legis. man from Onondaga (Mr. Alvord], and the lature shall be deprived of the power to alter and words "except municipal. amend those laws. If you leave these words in Mr. OPDYKE-It strikes me if the gentleman it cannot affect any vested rights; it can affect from Onondaga [Mr. Alvord] would accept this oply those laws where the Legislature has the modification it would cover the whole ground. It right to repeal them. Now, as I understand it, seems to me if after the word "passed” we insert the rights of the Manhattan Company are the words "in pursuance of the Constitution of reserved to them by the Constitution of the United 1846," we will cover all the objections that have States, because there is a contract by virtue of been urged. which the Manhattan Company are to do certain Mr. LANDON-It seems to me these amendthings in the city of New York upon the consid- ments are utterly unnecessary. As I understand eration of having certain privileges. They have this provision it does not seem to me that any performed their share of the contract, and the court can misconstrue it. courts say they must keep their rights, because Mr. BALLARD-The committee will have a they have paid for them. This doctrine of con- regard to the subject-matter of this amendmert. tracts does not apply with regard to a large class It is in regard to corporations. Now, no court of corporations that have been created on the and no legal mind will apply this language to part of the State, and thus they will be within the any other subject than corporations. It seems to provisions of this amended Constitution.
me that the section would read, “ All laws passed The question was then put on the amendment pursuant to this section, or which may have been of Mr. Alvord, and it was declared lost.
heretofore passed in pursuance of the present Mr. ANDREWS-I move to amend by adding Constitution.” The first part of it says, "purafter the word "passed," in the fifth line, the suant to this section.” The section relates to the words "relating to corporations.” It would seem new Constitution. The reading, I suggest, disthat the construction, otherwise, might be: all poses of the matter. It includes all laws passed laws passed pursuant to this section, or which may pursuant to this section-that is, passed pursuant have heretofore passed in pursuance of this sec. to the present new Constitution; and laws which tion, which could not be true, as it would relate may have been heretofore passed pursuant to the to all laws, and not to laws embraced in the sub- present Constitution. I would suggest that to ject of the article.
the gentleman from Saratoga (Mr. Pond) and the Mr. REYNOLDS—Would not the same result gentleman from Onondaga (Mr. Alvord). be reached by inserting "pursuant to this sec Mr. EVARTS-I beg to say, if the committee tion," so it will read "all laws passed, or which will indulge me for a moment, that all the good may have been heretofore passed pursuant to this objects desired are sufficiently secured by the first section.”
clause of this section, which would permit, I Mr. POND-I submit whether the words "ex. think, the entire abrogation of the last clause of cept municipal " ought not to be added. I move the section. Can any one doubt a general law so to amend.
of this state passed by this Legislature for the Mr. ANDRRWS-I move to amend the amend. formation of corporations, as on any other topic ment by inserting the word "such" after the of general legislation, is subject to amendment word "all" in the third line.
and repeal? If corporations that may have come Mr. POND—I accept that amendment. into existence under the general law are protect
Mr. C. C. DWIGHT-I submit that the addi-ed by the principles of our own Constitution tion of the word "such" after “all ” renders lor by the Constitution of the United States
from falling with the amendment or thel Mr. SEAVER—I move to amend, by striking repeal of the general corporation act, this out, in line four, the word "section," and insert last sentence of this clause will not have that ef. in the place thereof the word “ article." fect, because this merely provides that the laws The question was put on the amendment of Mr. themselves may be altered from time to time or re- Seaver, and it was declared lost. pealed. If there be an immunity from the op Mr. MCDONALD-I offer the following amenderations of the changes of the law upon corporations that have come into existence under the law, The SECRETARY proceeded to read the this clause does not insure repeal of those cor- amendment, as follows: porations. I imagine therefore, when we have de “But such alteration must be such that the portermined how corporations may be formed, and tion remaining effective shall be general in its how they may not be formed, when we have operation.” given no power whatever to form them except Mr. MCDONALD-After inserting a special prounder the general legislation of the State, that it vision by which we can alter or amend, I see a is entirely superfluous as regards any good effect mode in which, by passing a general law and then or to avoid injurious constructions to provide that making a special exception under that law, you these laws may be altered. All laws passed by can, by a double action, make a special law. I do the Legislature may be altered. And the mere not know that it would be probable; but in order positive power of continually making new laws, to guard against it I have offered this amendment. implies that old ones may be altered. There is not It requires if any alteration be made it shall be the least implication in the language of the first so made that the law remaining shall still be gensentence of this clause that the Legislature, when eral in its alteration. they have passed one general incorporation act, The question was put on the amendment of Mr. • cannot pass another. I think, therefore, we shall McDonald, and it was declared lost. get rid of all these difficulties of style and expres Mr. BURRILL-I move to strike out the words sion and meaning of this second clause by strik in the second and third lines, except for muniing it out altogether. But if it is to be maintained cipal purposes," and add at the end of the section, at all, for any purpose, why would not the simple “This section shall not apply to municipal corpoprovision following the first clause, “all such laws rations." may be altered from time to time or repealed," be Mr. BURRILL-I suppose that it was under: sufficient
stood that this section did not and was not inMr. KERNAN–With great deference, I beg tended to apply to corporations for municipal purleave to differ from the view put forth by the gen poses. It was stated by the chairman that the tleman from New York [Mr. Evarts). I under-committee had under consideration no corporastand him to say that all general laws for the tions other than municipal, and I also understood formation of corporations may be repealed or from some gentleman who moved an amendment amended, although there is no provision in the that it was conceded that this section did not apConstitution reserving that right, and although it ply to corporations merely for municipal purposes. is not reserved in the act itself. I remember The use of these words, "except for municipal a case where that question arose, and it was held purposes," merely confuse and conceal an attempt, differently by the United States courts. In Ohio and it might by a strained construction be re some years ago, there was a general law passed garded as conferring the right upon the Legisla. authorizing all parties who complied with certain ture to do certain things which it evidently was conditions to form banking corporations, and by not the province of this Convention to authorize paying certain sums they had certain immunities them to do. Supposing, therefore, that the whole from taxation. A bank was formed under that subject of municipal corporations for municipal general law. Subsequently, in forming a new Con purposes will be a subject for another committee, stitution for Ohio, it was declared expressly that referred to by the gentleman from Onondaga (Mr. these banks should be taxed different from what Alvord] for the purpose of relieving this section they would be by the general law under which from all confusion. I merely ask that the words, they had been incorporated My recollection is except for municipal purposes," be stricken out, (and I cannot be mistaken), that in the case of for the purpose of making it clear beyond any Knoop v. The State Bank of Ohio, the United doubt. So as to leave no question in regard to States Court held that a corporation formed under it, I wish to add at the end "this section shall the general law, was a contract which could not apply to corporations for municipal purposes." Deither be changed by the State of Ohio nor by This, it seems to me, will be in accordance with the people in forming a new Constitutian.
the intention of the committee. It will carry out The question was put on the amendment of Mr. the purposes of that committee, will be confining Pond to the amendment of Mr. Alvord, and it was the subject to matters within their province, predeclared lost.
judicing no one, and leaving the whole question The question recurred on the amendment of Mr. to be disposed of on the coming in of the report Andrews.
of the committee having that subject in charge. Mr. BECKWITH-I ask that the question be Mr. RUMSEY-I hope this amendment will not divided.
be adopted, and for this reason: if it is adopted, The question was put on tbe first part of the if I understand the effect of it, it will be to take amendment, and it was declared lost.
from the Legislature all power whatever, except The CHAIRMAN then put the question on the merely and nakedly for the purpose of creating the second part of the amendment, and it was de- charter of a city or a village, and whatever matclared lost.
ters may arise to be carried into effect by legisla.
tive action, further than the mere incorporation |tions for special legislation; and I wish to deof a city or a village, will be beyond the power of prive the Legislature of the power of consolidatthe Legislature. That can be the only effect of ing existing railroad corporations where the ag. it; and if we intend to leave municipal corpora- gregate capital shall exceeed fifteen millions of tions and those who may desire corporations dollars. I believe that as the railroads are row, for municipal purposes, other than the mere they are sufficiently powerful and sufficiently incorporations of cities and villages under the dangerous to the virtue of the members of the control of the Legislature, we had better not Legislature; and if they may be permitted to go adopt this proposition. If we intend to let to the Legislature and unite some of these great all things else pass away from the Legislature, corporations now existing in this State, making except as I have said, the simple power to incor- in the aggregate an immense capital, and an porate a city or a village, without any power over overshadowing power, why, sir, the State what is carried on within that village, we had bet- government itself would hardly stand up against ter adopt it.
its influence. If this evil is to be met, if Mr. ÉVARTS—I hope the amendment of my this danger is to be averted, it must be done here. colleague from the city of New York (Mr. Burrillj, It must be done by prohibition placed in the fun. will prevail. Every body in this Couvention un- damental law of the State; because if that is not derstands that neither has this committee been done, when the proper time comes, the same influ. occupied, nor is this article concerned with the ences, impure as they may be, that have succeedsubject of municipal corporations; and we wished beretofore in controlling the action of the Legat once to strip ourselves from the embarrass. islature will do so again. There may be no limit ments of plıraseology which carry implications in to the extent to which they may be carried. Is respect to municipal corporations, but simply de not the power of any one of these corporations claring that this section does not apply to munici- sufficiently great at this time in the experience pal corporations, with the simple, and distinctive, and observation of all of us? Shall we allow and intelligent declaration of what we all under them to join together and double or qnadruple stand. But I suggest to my friend that, instead their power to control legislation, and to gain adof the word "section," he stould say this article vantages which no one can withstand, there being shall not apply to municipal corporations." no longer the competition between them which
Dr. BURRILL—I have no objection. I accept might benefit the public? I offer this arendthe amendment.
ment, believing that this is the proper place for Mr. LANDON—The object would be more easily it when we are legislating in regard to corporaobtained by striking out the words which the gen- tions. And I may say here that a resolution of tleman from New York (Mr. Burrill] has moved inquiry was introduced by me early in the history to strike out, and again, after the word "corpora of this Convention, and referred to a commitieo. tions," in the first line, the words “other than that committee has vot yet reported upon it, municipal."
and I am told the reason they have not reMr. EVARTS—That leaves the same implica- ported is that they thought it belonged to the tion, that municipal corporations cannot be formed Committee on Corporations, and therefore they under general laws.
have not acted. As we are now considering the The question was put on the amendment of Mr. report of the Committee on Corporations, it is, I Burrill and it was declared adopted, on a division, suppose, the proper time to have the judgment of by a vote of 65 to 24.
this Convention upon it. Mr. KRUM—I offer the following amendment Mr. OPDYKE-I hope the amendment of the to be added to the end of section one:
gentleman from Albary [Mr. A. J. Parker) will “The Legislature may amend the charter of any be adopted. It seems to me that it is required corporation, but only within the provisions and in for the future security of the people of this State. view of the general law under which the corpora. We have only to look at the history of our sister tion was formed."
State of New Jersey, which has been tied hand The questiou was put on the amendment of Mr. and foot for a quarter of a century, absolutely Krum, and it was declared lost.
ruled by a gigantic railroad monopoly, and I think Mr. SCHOONMAKER-I move to strike out I may say disgraced, inasmuch as she has been the third, fourth and fifth lines, after the word sneeringly called by other portions of the country "proposes."
"The State of Camden and Amboy.” Do not The question was put on the amendment of Mr. let us run the hazard of being subjected to like Schoonmaker, and it was declared lost.
tyranny and like disgrace. Mr. A. J. PARKER-If there is no further Mr. J. BROOKS-If this subject had been disamendment I wish to offer one, to be placed at cussed as it seems to me it ought to be I might the end of the first section. It is as follows: enter upon the discussion of it at some length;
"No consolidation of railroad corporations for it seems to me that the introduction of railshall be authorized by the Legislature when the road topics, or railroad legislation, or railroad aggregate capital shall exceed tifteen millions of excitement into the Constitution of this state is dollars."
not a wise adoption for a fundamental law of a I offer this amendment because I think this is State. I object, therefore, to this amendment & subject in regard to which the Legislature upon that ground and upon that alone; and it should be restrained by the action of this Conven- seems to me that that argument should be suffition. It is well known that most of the scandal cient—that a great State like this, with a great that has hovered about the Legislature has been commercial capital, struggling for the maintenance owing to the applications of the railroad corpora-Hof its metropolitan character and for the control of
the trade not only of this but of all other parts of when called upon to give his support to the electhe country, should not bind itself in the funda- tion of a member of the Legislature, that it was mental Constitution of this State irrevocably at cheaper to buy the legislators after they were least for twenty years to any such procrustean elected than to spend acy money in electing them. proposition as that of the gentleman from Albany Now, sir, I do not believe that such flippant inu(Mr. A. J. Parker). I might rest content with endoes regarding the Legislature usually amount these remarks, and it seems to me that they to much; but this illustration shows what the ought to be satisfactory, and I wish I could rest temper and the feeling of these corporations may content without any further remarks; but the re- be, and what they may be tempted to do in order marks of the gentleman from New York on the to carry through legislative measures for the conother side of the house (Mr. Opdyke] seems to solidation of their işterests. I think I can see call for some more general discussion of these rail. very plainly, Mr. Chairman, that a great railroad road topics. From the very law of trade, from the corporation in this State might elect its own delenature of things, from the organization of our gations, its own representatives, and send them to State government, the consolidation of capital in the Legislature of this State, and maintuin them the form of railroads is becomiug indispensably there. More especially under the operation of the necessary for the protection and security of trade, system of county delegations to the Assembly, but more especially for the concentration and agreed upon by this Convention, the railroad consecurity of trade in the State of New York. The solidation might send their representatives in great struggle which the State of New York now batches to overrule the legislation of this State. has for the maintenance of its trade is with the For this reason, if for no other, I conceive the Baltimore and Ohio railroad, struggling to obtain amendment to be one of the wisest that we can the trade of the West, and is also with the Cen- incorporate into our Constitution, in order to tral railroad of Pennsylvania to secure to Phila- guard against probable dangers; for what is posdelphia the trade which naturally runs to New sible in a republic may be probable. York; so that we have now at least three, Mr. LANDON-I am opposed to this amendif not four roads - I might say five-includ ment. We have already in existence in this Stute ing the Central railroad of New Jersey, run- large monopolies, which resulted from consolidaning through Pennsylvania - struggling with tion; we may need more in the future, in order to the Erie railroad, and with the New York compete with those which already exist, and it Central and the New York and Harlem, and may be that, by force of this amendment, those Hudson River railroad - all these cities Balti- which exist may be perpetuated, and those which more, Philadelphia, powerfully struggling to con may be necessary to compete with them cannot be centrate with their capital the great trade of the created. The trade of the West, sir, may not west, a trade only to be concentrated by the use always reach the city of New York by means of of railroad capital in powerful combinations, not the Erie canal, the New York Central, or the Erie only reaching throughout our own State but railroad. It may pass further east
, along the reaching through the States of Indiana, Illinois, lakes, then by the way of the Midland railroad, Ohio, Iowa, Michigan and even Nebraska, strug- or by the way of the railroad from Ogdensburgh to gling for that great western trade soon to culmi- Schenectady, thence by new routes competing with nate in the Pacitic railroad, when completed from those existing to New York, or by means of some Omaha to San Francisco, and we hear now a propo- other routes hereafter to be constructed. Comsition to commit ourselves irrevocably, for twenty petition is always desirable to prevent excessive years, against these cities of Baltimore and charges. It may be necessary to make use of Philadelphia, so that it is not possible for us more than fifteen millions of capital in order to to change that law, giving these rival cities of concentrate these routes, which may be necessary Baltimore and Philadelphia, the power to concen- to a healthy competition. As we cannot foresee trate their capital; so that, whatever may be our the wants of the future, it is unwise to deny future, it will not be in our power to change it by them now. I think there is danger in the propoany acts of legislation. These are fair topics for sition, and therefore I am opposed to it. the Legislature to decide, and it will be as capa Mr. SEYMOUR-I am as desirous as any man ble hereafter to take care of the great commerce in this Convention can be, to free our legislation of our State, far better, as our mighty commerce from all improper influences, and especially from becomes developed; for here now, in this year, the dangerous influences which are attributed to in the great progress of events which is likely to large corporations. But, sir, when I look at the arise throughout the country ten or twenty years proposition of the gentleman from Albany (Mr. A. hence, it seems to me that nothing would be J. Parker), I think its effect will be to impose remore detrimental to the State of New York, and strictions upon the enterprise and the trade of the nothing more detrimental to the city which I State, which, in the future, may be very dangerous have the honor in part to represent, than any to its interests. It limits the power to consolidate irrevocable, irrepealable legislation of this sort, one railroad with another to cases where the capito be fixed in the Constitution of the State. tal of the railroads to be consolidated is each not
Mr. DUGANNE-I heartily concur in the greater than the amount of fifteen millions of dol. amendment offered by the gentleman from Albany lars. If the members of this Convention will (Mr. A. J. Parker]. 'I conceive it, sir, to be one but look at the capital of those railroads now of those propositions which involve a principle, as doing the business dono by railroads in this well as a wise prevision of the future. it has State, they will see that this is a limit been popularly reported that it was said by a very far short of what it ought to be former president of a great railroad of this State, for the purpose of competing with the rival
interests by which we are surrounded. Sir, there asks me what the difference is. It is this; is already existing in the States around us leading as the matter now stands you permit the present them to strive to take hold and wield for their existing roads of this state, coming from the own interests the great trade of the Northwest lakes to the Hudson river and down it, to be conby railroad communication. We have our canal, solidated, and by the force of their consolidated with that, if it is kept in proper order, if it is capital they control the money market and forbid enlarged to meet the desires and wants of an en- the formation of rival lines. I trust in God it will larged commerce, we shall find no competitor; never happen in this State, that they will conbut in our railroad system we shall meet with solidate in the way of any improvement, by thus competition both on the North and on the South. barring out rival interests. That is the way they We do now. The effort is making in the British will if permitted) act-holding in their own provinces, by means of railroad communication, hands the key of the commerce of this country, to take a large portion of the trade from the and turning into their own coffers the gold which Northwest which now finds its way here through should be distributed among the people. That is the heart of this State to its great commercial the reason I am in favor of the proposition of the emporium. This effort is being made, as has been gentleman from Albany [Mr. A. J. Parker). We said by the gentleman from New York (Mr. have had in the history of the Union, and in the J. Brooks), both by way of the Baltimore and different States of this Union, we have seen writOhio and by the Pennsylvania Central railroads. ten as plainly as if marked with a pen of iron I doubt very much whether this Convention, in upon marble, what has been the result of the conview of the efforts making from year to year to solidation of capital upon the great interests of divert this great trade from us, will ever consent the people of this country. Where is New Jersey to limit and fetter the capital of this state so that to-day, nothing more than the tool and machine it cannot be concentrated and wielded by the pat- of railroad corporations. Where is Pennsylvania riotism and energy of its business men for the to-day, with her untold millions of wealth purpose of maintaining the commercial suprem- within the bowels of the earth, under her acy of this state. Fifteen millions! Why, it is mistaken policy-selling her canals which were but about half the capital of the New York Cen- the jewels of the State, to the railroad corporatral railroad, which reaches from the lakes to the tion—the railroads aggregating to themselves Hudson river. What is the capital of the Hud- both canals, railroads and mines ? She is son River railroad? I believe that, counting the bound hand and foot, and is a mere hewer of debt incurred in creating it, which ought to be wood and drawer of water to the railroad corporcounted as capital, it amounts to more than ten atious of Pennsylvania. Look at her halls of legis. millions. The cost of the New York and Erie tion; look at the acts passed by her last Legislarailroad would exceed far the limit which the gen- ture, and you will find that, while one man stands tleman from Albany has prescribed. Who shall out on the floor in favor of the rights of the peosay what the improvements of the future shall ple, the others are silent until the vote comes, be; and where is the man on this floor who is and then the check-string of the railroad is pulled, willing to tie up the future legislation of and they all vote according to the direction of the State of New York, with all her wealth their master. Now, sir, in this State of New and enterprise, with all the honor she York, while I would open a broad field for enterhas achieved in internal improvements and prise, while I would give every enterprise that make her shrink from this contest for commercial deserves it the benefit of the accumulation of supremacy? Sir, I am willing to trust to the capital necessary for the purpose of carrying patriotism, wisdom and intelligence of future legis- commerce throughout the State, I would so guard lators to maiutain the honor of New York, even it that there could not produce that concentration if it should be necessary to consolidate to the and consolidation of property, which, from time to amount of one hundred millions of capital; and I time, as these monopolies should grow up, would shall vote against this amendment.
put it in their power to take into their own hands Mr. ALVORD-I am very much mistaken in the entire destiny of the people of the State. I my view of the amendment of the gentleman tell you, sir, that, in my humble opinion, if there from Albany [Mr. A. J. Parker), if the view of is not some stop put to it—and here, as the gen. at least three of those who have spoken against tleman from Albany [Mr. A. J. Parker), says, is it, is correct. I will ask the gentleman from the place to put that stop-there will come a day Albany to correct me if I make a mistake in my when, however dear the canals of the State may understanding of his proposition. He does not be to the people, and however much they may propose as I understand it, to limit the future desire that they should continue, in the future, to capital of any single railroad corporation to fifteen be as great a blessing as they have been in the millions.
past-there will come a day, when, through the Mr. A. J. PARKER-Certainly not.
means and operation of money alone, and not Mr. ALVORD-He merely desires to forbid the from the necessities or the desires of commerce, combination of capital by the joining together of the iron hand of the railroads will be laid upon railroads that now or may hereafter exist. There them, and they will be turned into means of is no difficulty whatever in the way of the propo- wealth to them, at the great cost and expense of sition. If Rensselear, or Schenectady or New enhanced transportation to the people of the York are without an amount of money sufficient State. I trust, therefore, sir, that now, we have to lay a rail from one end of this State to the the opportunity, now we have the power in our other may not men be got together in a corpora. hands, we will impress upon our Constitution our tion formed to do sit. A gentleman at my right' disapprobation of any such possible use of money