"I understand Mr. Stanbery and Mr. Hunter to propose the latter method. By providing for the transfer of the existing franchise to be a corporation by a general law, they avoid the constitutional provision that 'the general assembly shall pass no special act conferring corporate powers.' They think, also, that by preserving the identity of the existing franchise they can avoid the operation of the constitutional provision 'that in all cases each stockholder shall be liable over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum, at least equal in amount to such stock,' upon the ground that the provision is not retractive, and was established subsequently to existence of this corporation. They think, also, that although the identity of the corporation will be preserved, it can be discharged from liability for the debts and contracts which it has made. If it should be found to be liable for those debts and contracts, the main object of the reorganization would fail. "2. The other mode is to make the future owners a corporation of Pennsylvania or Illinois, and to enable that corporation to hold, maintain, and operate the part of the road which is situate in Ohio, without being a corporation of the State of Ohio. "To enable a Pennsylvania corporation, for instance, to hold, maintain, and operate the part of the road situate in Ohio two things are necessary: "_First_, that it should be endowed by the law of its creation (which would be the act of Pennsylvania creating it), with capacity to hold, maintain, and operate the part of the said road which is situate within Ohio. "_Secondly_, that it should have the consent, implied or expressed, of the State of Ohio to the exercise within that State of its powers to hold, maintain, and operate the part of the railroad situate within that State. "Such consent in this case will be implied, unless the implication is negatived by express legislative declaration of the public policy of the State. "As the laws of Ohio allow an individual purchaser to hold, maintain, and operate the railroad--which individual might be a non-resident--and as there is no policy established by legislation or by a judicial construction to disable a corporation of another State having the requisite capacity from doing so, the case comes clearly within the principle on which nearly all the acts of corporations in other States than those of their creation are sustained by the courts as lawful.