The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1847-11-24

length OF time which he had trospaased
Ing and thanking the ladies and gentlemen, most cor
daily for the honor done him by their attendance on
this occasion, and the profound attention with which
The often ntsrruptedby bursts of applause
and both at its and conclusion there was
tremendous cheering
ALBANY, Nov. %, lsi7.
The General Manufactu, ing Bill
herewith transmit to you the detailed report made
to the Senate this morning by Mr. Denniton the Chair
Of the Senate Committee Of Conference upon the
general manufacturing bill This report presents an
extended view Of the proceedings OF the conference
committee and detailed examination Of the principles
Of personal liability upon which the two houses disagree
Immediately after its presentation to the Senate pro-
cured manuscript copy OF It, which now send to you
Mr.. DKssnroN from the joint committee of confe-
appointed the disagreement of the two houses
Of corporations for manufacturing mining, mechanical
and chemical operations and the part Of tie confe
rees appointed BY the Senate reports that the
committee have had not less than eight meetings Of
conference upon the important matter Of difference
submitted them The confsrees the part Of each
house manifested anxious desire to compromise the
subject Of disagreement and 1t is to be regretted that
their deliberations have resulted as they commenced
between the confsrees Of the two houses as
to the liability OF the stockholders for the debts
individually liable for all debts due to lsborers SER
wants and apprentices for services performed the
rees on the part Of the Assembly totally objected to sn
personal liability whatever The coneress the part
the Senate insisted what is called the Oriskany
clause or some provision at least equivalent there
to- that IL to saythey insisted that should
be held individually liable for additional amount
tonal amount equal the stock held each respsc
lively The conferses the part Of the Senate insisted
mise of the difference between the two houses; while,
at the time they believed majority Of the Senate
would prefer more stringent provision The Joint
committee OF conference took for the
bill 1t passed the Senate which it, strictly speaking
the Assembly bill amended by the Senate This bill
Is made up as foow', viz the first nine sections
copied substantially from the law for the formation of
manufacturing corporations of 1911 the,next ten
lions taken from the bill it passed the Assembly
remaining sections are new sections added
In the Senate. The joint committee Of conference
Senate after making sundry unimportant amendments
thereto down to the twenty section This IL the
section containing the Individual liability provision,
known as the Oriskany clause" The cOnferees
the part of the Assembly, proposed to strike out this
section and insert nothing in it's places and the con
ton The Senate conferees proposed mod6 alton OF
the section, which was declined Here follow the pro-
we omit as verp full View Of ths subect Is
without them The confsrees on the part Of the
Ava. Of the ss.ns
and which have had controlling influence over their
deliberations.
Flrst-The members Of q corporation should be held
individually liable for the corporate debts partners
Is dihcult to conceive Of good reason why this pro-
creditor could collect his debt from the individual
perty Of any one Of them u that of the corporation
could compel all his associates to contribute to indsm
nifty him rateably in proportion to the amount Of their
stock This would result In making each member Of the
corporation liable for the corporate debts rateaby In
proportion to the amount Of stock held by him This
In the management Of every corporation would work
well both tor the interests Of the oorporators and the
people
Second-The risk Of insolvency and fraud should be
imposed the corporators who receive the profits Of
the business and have the thereof and not
reason assigned by the opponents OF the personal lab
y Of corporators for the Of dues from
would deter capitalists subscribing They
alege that capitalists timid men, and while they
might bs willing risk the amount subscribed, they
would not be willing to risk greater amount. The risk
to be incurred 1t IL said would be the of their
Willingness to subscribe for stock But the question
arises who ought to bear that oorporators
those who deal with the corporation! corporation,
with . given capital invested In its business makes
thirty per cent on the amount paid in These divi,
dends 60 into the pockets OF the individual corpora
and are not to be by creditors in case Of the
insolvency Of the corporation. When a corporation
is all that ought to be relied on for payment Of dues
That capital may be all nearly ALL invested in build
ings and machinery, which may greatly depreciste IN
articles The earnings Of the corporation
may in few years far exceed In amount the capt
tai paid I'M and being annually divided among the stock
holders may enrich them while the capital paid In,
thus diminished In value, will be all that Is left to pay
ing the Incorporation Of companies, without adequate
personal liability Of stockholders would afford great
cties and temptations for dishonest insolvency and
the risk disaster and fraud would all be thrown upon
the conding dealers with the corporation, while the
who have received their rich profits in the
The conferees part Of the Senate believe that this
risk Of insolvency and disaster to corporation which
Is alleged would brighten capitalists ought to be assumed
by those who would reap the preas the business and
should not be thrown upon the community who deal
Third Legislstive inventions ought not be enact
ed to screen from his individual liability natu
person is liable for his obligations and Tor his con-
duct under all both BY human and divine
law When he transgresses the laws Of the land, or
upon himself pecuniary other obligations which
he negiects fulh he must answer individually for
the misconduct before the tribunals Of justice. The
earnings Of his industry cannot be annually set apart
and invested In bonds and mortgages or In houses and
lands and with the sanction Of statutes be protect
ed from his creditors from the penalties OF law IL
he against the moral law he must answer In his own
This the law Of his being and from its Jurisdiction he
cannot escapes law equal and just and universal In Its
opsr.ton natural person being % , o.
ton that he Of beard Of directors and that
the responsibility of his deeds 10 shared by his asso.
oiates. Hence 1t ofton happens, that q board OF
corporations will perform deeds with impunty which
II done by any individual Of them, would dishonor
his name Good morals forbid that the Legislature
should unneosrs.riy step in and, by legal inyen-
ton, merge individual into corporsts liability When
corporations are Necessary 70 a s ,ns com
legal facilities be granted their ormston but let as
q wholesome individual liability OF the corporators b.
imposed for the safety Of the people, ~ well rs to
the integrity and success Of the corporation II natu
raj person should before the Legislature and pe
ton to be incorporated into corporation SOLE With tn.
privilege Of investing given amount Of capital In
which promised to be profitable 10 himself and
useful the public, and should ask for the corporat.
Of making his annual dividends to De set apart
and screened from liability for his debts and should fur
Their ask the Legislature to release Nun from All nns
which he shon,d NJ fr,t invest he would receive no
favor at their hands And whereas Inc unelenoe wns
Their such privileges are con'erreu vi ''' P''' "