rights are secured. Suppose the amendment of the gentleman from Ontario [Mr. Folger] prevails, it will read in this wise: "All laws passed pursuant to this section may be altered from time to time and repealed." Hence, if a corporation is formed under general laws thereafter, the Legislature may repeal that general law and the corporation falls. Corporators have to rely upon the faith of the Legislature to preserve their rights. Mr. FOLGER-My criticism is upon the words "which may have been heretofore passed."

necessary the words "relating to corporations."

Mr. ANDREWS-The difficulty, it seems to me, is this, the previous part of the article relates to prospective laws, corporations that may hereafter be formed under general laws hereafter to be passed. The word "such" properly qualifiies that.

Mr. COOKE-I will suggest whether the word "such" would not be objectionable there, on account of the special laws mentioned? Corporations may be formed under general laws, but may not be created or amended by special acts, except for municipal purposes. It might be interpreted to relate to special, as well as general laws.

is

Mr. BARKER-The object of that proposition, in my judgment, is this: Heretofore corporations have been created by special act, and with very narrow powers; these corporations may have their acts of incorporation altered and amended 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 [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 it cannot affect any vested rights; it can affect only those laws where the Legislature has the right to repeal them. Now, as I understand it, the rights of the Manhattan Company are reserved to them by the Constitution of the United States, because there is a contract by virtue of 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 they have paid for them. This doctrine of contracts does not apply with regard to a large class of corporations that have been created on the part of the State, and thus they will be within the provisions of this amended Constitution.

The question was then put on the amendment of Mr. Alvord, and it was declared lost.

Mr. ANDREWS-I move to amend by adding after the word "passed," in the fifth line, the words "relating to corporations." It would seem that the construction, otherwise, might be: all laws passed pursuant to this section, or which may have heretofore passed in pursuance of this sec tion, which could not be true, as it would relate to all laws, and not to laws embraced in the subject of the article.

Mr. REYNOLDS-Would not the same result be reached by inserting "pursuant to this section," so it will read "all laws passed, or which may have been heretofore passed pursuant to this section."

Mr. POND-I submit whether the words "except municipal" ought not to be added. I move so to amend.

Mr. OPDYKE-It strikes me if the gentleman from Onondaga [Mr. Alvord] would accept this modification it would cover the whole ground. It seems to me if after the word "passed" we insert the words "in pursuance of the Constitution of 1846," we will cover all the objections that have been urged.

Mr. BALLARD-The committee will have a regard to the subject-matter of this amend mert. It is in regard to corporations. Now, no court and no legal mind will apply this language to any other subject than corporations. It seems to me that the section would read, "All laws passed pursuant to this section, or which may have been heretofore passed in pursuance of the present Constitution." The first part of it says, "pursuant to this section." The section relates to the new Constitution. The reading, I suggest, disposes of the matter. It includes all laws passed pursuant to this section-that is, passed pursuant to the present new Constitution; and laws which may have been heretofore passed pursuant to the present Constitution. I would suggest that to the gentleman from Saratoga [Mr. Pond] and the gentleman from Onondaga [Mr. Alvord].

Mr. EVARTS-I beg to say, if the committee will indulge me for a moment, that all the good objects desired are sufficiently secured by the first clause of this section, which would permit, I think, the entire abrogation of the last clause of the section. Can any one doubt a general law of this State passed by this Legislature for the formation of corporations, as on any other topic of general legislation, is subject to amendment and repeal? If corporations that may have come Mr. POND-I accept that amendment. into existence under the general law are protectMr. C. C. DWIGHT-I submit that the addi-ed by the principles of our own Constitution tion of the word "such" after "all" renders or by the Constitution of the United States

Mr. ANDRRWS-I move to amend the amendment by inserting the word "such" after the word "all" in the third line.

from falling with the amendment or the repeal of the general corporation act, this last sentence of this clause will not have that effect, because this merely provides that the laws themselves may be altered from time to time or repealed. If there be an immunity from the operations of the changes of the law upon corporations that have come into existence under the law, this clause does not insure repeal of those corporations. I imagine therefore, when we have determined how corporations may be formed, and how they may not be formed, when we have given no power whatever to form them except under the general legislation of the State, that it is entirely superfluous as regards any good effect or to avoid injurious constructions to provide that these laws may be altered. All laws passed by the Legislature may be altered. And the mere positive power of continually making new laws, implies that old ones may be altered. There is not the least implication in the language of the first sentence of this clause that the Legislature, when they have passed one general incorporation act, cannot pass another. I think, therefore, we shall get rid of all these difficulties of style and expression and meaning of this second clause by striking it out altogether. But if it is to be maintained at all, for any purpose, why would not the simple provision following the first clause, "all such laws may be altered from time to time or repealed," be sufficient.

Mr. KERNAN-With great deference, I beg leave to differ from the view put forth by the gentleman from New York [Mr. Evarts]. I understand him to say that all general laws for the formation of corporations may be repealed or amended, although there is no provision in the Constitution reserving that right, and although it is not reserved in the act itself. I remember a case where that question arose, and it was held differently by the United States courts. In Ohio some years ago, there was a general law passed authorizing all parties who complied with certain conditions to form bauking corporations, and by paying certain sums they had certain immunities from taxation. A bank was formed under that general law. Subsequently, in forming a new Constitution for Ohio, it was declared expressly that these banks should be taxed different from what they would be by the general law under which they had been incorporated My recollection is (and I cannot be mistakon), that in the case of Knoop v. The State Bank of Ohio, the United States Court held that a corporation formed under the general law, was a contract which could neither be changed by the State of Ohio nor by the people in forming a new Constitutian.

The question was put on the amendment of Mr. Pond to the amendment of Mr. Alvord, and it was declared lost.

The question recurred on the amendment of Mr. Andrews.

Mr. BECKWITH-I ask that the question be divided.

The question was put on the first part of the amendment, and it was declared lost.

Mr. SEAVER-I move to amend, by striking out, in line four, the word "section," and insert in the place thereof the word "article."

The question was put on the amendment of Mr. Seaver, and it was declared lost.

Mr. McDONALD-I offer the following amendment:

The SECRETARY proceeded to read the amendment, as follows:

"But such alteration must be such that the portion remaining effective shall be general in its operation."

Mr. McDONALD-After inserting a special provision by which we can alter or amend, I see a mode in which, by passing a general law and then making a special exception under that law, you can, by a double action, make a special law. I do not know that it would be probable; but in order to guard against it I have offered this amendment. It requires if any alteration be made it shall be so made that the law remaining shall still be general in its alteration.

The question was put on the amendment of Mr.. McDonald, and it was declared lost.

Mr. BURRILL-I move to strike out the words in the second and third lines, "except for municipal purposes," and add at the end of the section, "This section shall not apply to municipal corporations."

Mr. BURRILL-I suppose that it was understood that this section did not and was not intended to apply to corporations for municipal purposes. It was stated by the chairman that the committee had under consideration no corporations other than municipal, and I also understood from some gentleman who moved an amendment that it was conceded that this section did not apply to corporations merely for municipal purposes. The use of these words, "except for municipal purposes," merely confuse and conceal an attempt, and it might by a strained construction be re garded as conferring the right upon the Legislature to do certain things which it evidently was not the province of this Convention to authorize them to do. Supposing, therefore, that the whole subject of municipal corporations for municipal purposes will be a subject for another committee, referred to by the gentleman from Onondaga [Mr. Alvord] for the purpose of relieving this section from all confusion, I merely ask that the words, "except for municipal purposes," be stricken out, for the purpose of making it clear beyond any doubt. So as to leave no question in regard to it, I wish to add at the end "this section shall not apply to corporations for municipal purposes." This, it seems to me, will be in accordance with the intention of the committee. It will carry out the purposes of that committee, will be confining the subject to matters within their province, prejudicing no one, and leaving the whole question to be disposed of on the coming in of the report of the committee having that subject in charge.

Mr. RUMSEY-I hope this amendment will not be adopted, and for this reason: if it is adopted, if I understand the effect of it, it will be to take 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 agit; 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 now, 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. EVARTS-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. Burrill], It must be done by prohibition placed in the funwill prevail. Everybody in this Convention 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 influoccupied, nor is this article concerned with the ences, impure as they may be, that have succeedsubject of municipal corporations; and we wished heretofore 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 phraseology 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, aud 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 quadruple stand. But I suggest to my friend that, instead their power to control legislation, and to gain adof the word "section," he should say "this article shall not apply to municipal corporations." Mr. BURRILL-I have no objection. I accept the amendment.

Mr. LANDON-The object would be more easily obtained by striking out the words which the gentleman from New York [Mr. Burrill] has moved to strike out, and again, after the word "corporations," in the first line, the words "other than municipal."

Mr. EVARTS-That leaves the same implication, that municipal corporations cannot be formed under general laws.

The question was put on the amendment of Mr. Burrill and it was declared adopted, on a division, by a vote of 65 to 24.

Mr. KRUM-I offer the following amendment to be added to the end of section one:

"The Legislature may amend the charter of any corporation, but only within the provisions and in view of the general law under which the corporation was formed."

The question was put on the amendment of Mr. Krum, and it was declared lost.

Mr. SCHOONMAKER-I move to strike out the third, fourth and fifth lines, after the word "proposes."

The question was put on the amendment of Mr. Schoonmaker, and it was declared lost.

Mr. A. J. PARKER-If there is no further amendment I wish to offer one, to be placed at the end of the first section. It is as follows:

"No consolidation of railroad corporations shall be authorized by the Legislature when the aggregate capital shall exceed fifteen millions of dollars."

vantages which no one can withstand, there being no longer the competition between them which might benefit the public? I offer this amendment, believing that this is the proper place for it when we are legislating in regard to corporations. And I may say here that a resolution of inquiry was introduced by me early in the history of this Convention, and referred to a commities. That committee has not yet reported upon it, and I am told the reason they have not reported is that they thought it belonged to the Committee on Corporations, and therefore they have not acted. As we are now considering the report of the Committee on Corporations, it is, I suppose, the proper time to have the judgment of this Convention upon it.

Mr. OPDYKE-I hope the amendment of the gentleman from Albary [Mr. A. J. Parker] will be adopted. It seems to me that it is required for the future security of the people of this State. We have only to look at the history of our sister State of New Jersey, which has been tied hand and foot for a quarter of a century, absolutely ruled by a gigantic railroad monopoly, and I think I may say disgraced, inasmuch as she has been sneeringly called by other portions of the country "The State of Camden and Amboy." Do not let us run the hazard of being subjected to like tyranny and like disgrace.

Mr. J. BROOKS-If this subject had been discussed as it seems to me it ought to be I might enter upon the discussion of it at some length; for it seems to me that the introduction of railroad topics, or railroad legislation, or railroad excitement into the Constitution of this State is 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- of 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 elec the 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 any 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 interests. 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 maintain them the form of railroads is becoming 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 State 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 Pacific railroad, when completed from Omaha to San Francisco, and we hear now a proposition to commit ourselves irrevocably, for twenty years, against these cities of Baltimore and Philadelphia, so that it is not possible for us to change that law, giving these rival cities of Baltimore and Philadelphia, the power to concentrate their capital; so that, whatever may be our future, it will not be in our power to change it by any acts of legislation. These are fair topics for the Legislature to decide, and it will be as capable hereafter to take care of the great commerce of our State, far better, as our mighty commerce becomes developed; for here now, in this year, in the great progress of events which is likely to arise throughout the country ten or twenty years hence, it seems to me that nothing would be more detrimental to the State of New York, and nothing more detrimental to the city which I have the honor in part to represent, than any irrevocable, irrepealable legislation of this sort, to be fixed in the Constitution of the State.

Mr. DUGANNE-I heartily concur in the amendment offered by the gentleman from Albany [Mr. A. J. Parker]. I conceive it, sir, to be one of those propositions which involve a principle, as well as a wise prevision of the future. It has been popularly reported that it was said by a former president of a great railroad of this State,

those existing to New York, or by means of some other routes hereafter to be constructed. Competition is always desirable to prevent excessive charges. It may be necessary to make use of more than fifteen millions of capital in order to concentrate these routes, which may be necessary to a healthy competition. As we cannot foresee the wants of the future, it is unwise to deny them now. I think there is danger in the proposition, and therefore I am opposed to it.

Mr. SEYMOUR-I am as desirous as any man in this Convention can be, to free our legislation from all improper influences, and especially from the dangerous influences which are attributed to large corporations. But, sir, when I look at the proposition of the gentleman from Albany [Mr. A. J. Parker], I think its effect will be to impose restrictions upon the enterprise and the trade of the State, which, in the future, may be very dangerous to its interests. It limits the power to consolidate one railroad with another to cases where the capital of the railroads to be consolidated is each not greater than the amount of fifteen millions of dol lars. If the members of this Convention will but look at the capital of those railroads now doing the business done by railroads in this State, they will see that this is a limit very far short of what it ought to be 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 ations of Pennsylvania. Look at her halls of legismillious. The cost of the New York and Erie tion; look at the acts passed by her last Legisla railroad 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 amount of one hundred millions of capital; and I shall vote against this amendment.

Mr. ALVORD—I am very much mistaken in my view of the amendment of the gentleman from Albany [Mr. A. J. Parker], if the view of at least three of those who have spoken against it, is correct. I will ask the gentleman from Albany to correct me if I make a mistake in my understanding of his proposition. He does not propose as I understand it, to limit the future capital of any single railroad corporation to fifteen millions.

and consolidation of property, which, from time to time, as these monopolies should grow up, would put it in their power to take into their own hands the entire destiny of the people of the State. I tell you, sir, that, in my humble opinion, if there is not some stop put to it and here, as the gentleman from Albany [Mr. A. J. Parker], says, is the place to put that stop-there will come a day when, however dear the canals of the State may be to the people, and however much they may desire that they should continue, in the future, to be as great a blessing as they have been in the past-there will come a day, when, through the 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 [it. A gentleman at my right disapprobation of any such possible use of money

Mr. A. J. PARKER-Certainly not.