Letters and Literary Memorials of Samuel J. Tilden, v. 1Tilden, Samuel J. (Samuel Jones)
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Letters and Literary Memorials of Samuel J. Tilden, v. 1
Tilden, Samuel J. (Samuel Jones)
Tilden, Samuel J. (Samuel Jones), 1814-1886
"The rights of the State of Ohio are not violated; for it is by her
consent that these powers will be exercised within her dominion. That
consent could have been withheld. I do not say that it might not be
withdrawn by legislation, not so as to divest rights of property
which accrued while it existed, but so as to produce inconvenient
consequences to the tenure of the corporators: nor will I advert to
the fact that a vast number of transactions are daily carried on in
some of the States by corporations of other States, subject to the same
possibility, or that in some States, as in New York, most corporations
exist subject to full legislative power to repeal the act conferring
the franchise.
"For I have not doubted--I have uniformly expressed the opinion that in
a case of the peculiar nature and vast importance of the present it is
wise to obtain an express consent.
"Shall that consent be given by special act or general law? Would it
have any effect on the extent of the liability of the corporations?
"The essence of the corporate character is that several individuals are
united in one body--enabled to exist and act as an artificial person
created by law, the members of which can change without impairing the
identity of that body of person.
"The code of regulations, according to which it exists and acts, which
fix its _modus_ is incidental to that creation.
"Its other powers, which may be and often are possessed and exercised
by natural persons, are not, strictly speaking, corporate powers,
such, for instance, as making discounts, granting insurances,
operating railroads; there is nothing in the nature of these powers
which necessarily confines them to corporations. They are not of the
essence or of the incidents of the corporate character. I think the
prohibition of the Ohio Constitution that 'the general assembly shall
pass no special act conferring corporate powers' is a mere paraphrase
of the prohibition of the New York Constitution, contained in the
following provision: Corporations may be formed under general laws,
_but shall not be created by_ special act, etc. The next clause of the
Ohio Constitution provides that 'corporations' may be formed under
general laws.
"The provision was, in the main, copied from the Constitution of New
York. The modification of details accounts for the change in the
collocation.
"In a cursory review of the discussions in the Ohio convention I see
no trace that anything further was intended by the prohibition than to
interdict the creation of corporations by special acts.
Public-domain text, read in full here on John Shaqi.
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