"The general law, as proposed, is not more liberal than the existing consolidation act of Ohio. We ought to be able to obtain it. If there is a strong probability that we cannot, we ought to obtain a special act of a similar nature, applicable only to our particular railroad. "2. The advantage of not making the corporation a creation of the State of Ohio is that it certainly and unquestionably avoids this double liability of the corporators imposed by the Constitution of that State. "The degree of liability to which the individual corporators shall be subject is a part of the code of regulations specifying the mode and conditions of the existence and action of the artificial being. Sometimes it is nothing beyond the stock paid in. Sometimes, as by the Ohio Constitution, it is a limited amount beyond the stock paid in; sometimes it is absolute, as in the case of partners. It is not of the essence of corporations--it is a regulation imposed by the sovereign who creates the artificial being an incident to the particular corporation. Nobody but that creator could impose such a regulation. The most any other State could do would be to refuse its comity to a corporation until it should get the regulation imposed by the lawful authority of the State of its creation. "Besides, the provisions of the Constitution of Ohio applies only to corporations created by or under the laws of that State. It does not purport to operate on corporations of other States transacting business in Ohio under the comity of its sovereign. "3. In respect to the general act proposed by Mr. Stanbery and Mr. Hunter, I think they should prepare it and that we should co-operate in procuring its passage. It would be open to our choice if on consultation we should prefer to act under it; and it would be useful in other cases. My idea originally was to have that general law and a special act for the Pittsburg, F. W., C. R. R. If we change the latter to a general law, it makes two of that character; but I do not see any objection if we can get them both passed. "I should like to have a copy of the draft of such an act as Mr. Stanbery and Mr. Hunter propose. "The draft of a general act which I send contains provisions which ought to be considered as consulted upon. I have prepared them without, perhaps, sufficient study of your laws on the subject, and without knowing the temper of your Legislature. "In some particulars they must be regarded as mere suggestions. Consider-- "1. The clause of Sec. 1, subjecting the company in respect to its management of the part of the railroad to the duties and regulations imposed by your general laws--whether there is any provision which should be accepted, whether this clause ought to be made more stringent in order to be satisfactory to your Legislature. But care should be taken not to use expressions which could include the personal liability provisions of the Ohio Constitution and laws.