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

business In the same manner m nsr,op controls
ms business Ths difference would be- that tbs ndivi
ne might incur and for all the risks and pers Of his
TO the full amount Of his property acquired
the aid Of his nominal associates would be an noorpo-
ration with the special privilege OF having all his pro-
exempt from all the perils Of his operations arisIng
from fraud misfortune and from the debts he miehS
This would operate sggressively on individual manu-
fsoturers and mechanics. They would find corpora
tons competing with them In every branch Of business
The great community might perhaps, for season be-
able to purchase articles OF and mechanical
skill at cheaper rates; yet this apparent advantage
would not compensate for hs diversified evil effects
destroying that equality which placing no special pro-
lection around set Of men, generously leaves
70 i an equal the BUSINESS o.
greeable to American otizen as he travels through
his to the great structures with which man
industry have dotted the land They evil
dence of enterprise and wealth Of which he well DO
proud But greater pride and grst.ncstion are dc.
citzen-from contemplating the great moral element
unseen except its benefits which lies at the founda
each indivdus In bis own sphere protected BY equal
The legislation which best the rewards Of
industry to each individuals the best legislation for all
citizen are the life and basis Of the pablo veal To
cherish these virtues among the people, by securing to
ing them In the full enjoyment OF the fruits OF their In
dustry is the paramount duty Of tho Legislature This
special privileges 90 To ~ .ns S
policy which would build up corporstiops To per{orm
every kind q mechanical and manufacturing busnss.
ana render It dmcut II not impossible, for mechanic
OF manufactures operating in an humble way on his
own means, to gain livelihood In tho community.
than the orsk.ny clause, would making rstrosrais
step and would dsappon the just expectations OF the
debts Of the corporation Is not new question In this
STATE As early 1871 the Legislature adopted in the
general law Of that year section mpo-
sing on the corporators In every company personal Ia
bity for the corporate debts amount equal TO the
stock held by each one This law yet in fercs and
many companies have been established, and have
prospered under II. In 1877 and In 1927, the same
degree of personal liability inserted in all the
in the charters OF the banks Of Auburn Geneva Com
mercial Bank OF Albany, and Dutchess County Bank,
law :nor the bank charters slud-
ed to- contain proper provisions for enforcing this la
bty yet the intsnon Of the Legislature clearly man
hest In ist4, the 0risksny Company applied for
newa Of their charter. and the same personal liability
clause was inserted in tho act of renewal and from that
charter with s:' sSs nss
than the Oriskany clause In isl6 general Bill for the
Hoass Of x.:%s, NIX
but eight dissenting votes; and they were given by
members who had insisted upon more rigid personal
liability Since that time tho convention has been held
to amend tho constitution apd from the provisions Of
that instrument We draw ou proposition ys:-That
ccrpcator for the major part Of the corporate debts
which would be the effect OF the proposition Of the
section Of the bill imposing snch liability would BE- an
evasion OF the requirements of the constitution
o sso OF the IN the; s
such individual liability Of the eorporstors and other
% nS"%,s a.; may b. prescribed by law the bn
out by the confssss tho part of the Assembly the
largest portion OF the dsbts Of the corporation would
porators whatever, nor by any other msansD unlsss
requiring the capital to be paid in before commencing
actions be construed a. such other means II 10 evident
thnt the constitution requires more Dues shall Be
are the words and this requirement refers to al
dues" without discrimination. To secure Q debt
Is to make 1t safe under all circumstances that
can reasonably be anticipated The word "ssoursd'
is the important word in this section Of the con-
stitution To secure the payment Of "duss nom
corporstionS," Is the design OF the section. The
%od Il. Of ron individual liability
ITO secure according TO wsbstsr's dictionary means
ITO guard .,sctu.y from danger" "te make ;sfs" 'to
tain of payment, as to secure debt by mortgsgs ITO
make certain of receiving pscunary debt By giving
The constitution selects particular "duss that shall
b. secured but says dues from corporations shall b
for WOOL grain and other produos"duss to msr-
chsnts well "dues to operatives servants and sp
prentces And these dues, are not to be made SO
lutey and unqualhedy secure "by such individual la
bty Of the corporatsrs and other may pre-
the part Of the Assembly, would isavs tho major
part Of the corporate debts without any security
whatever, such the constitution requires and oon-
tingencies would often OCCUR whom ths means pro
vided by the Assembly bill would be wholly made
quate to secure them, experience abundany proves
But the .. other means" cannot exclusively re-
curing the capital to be paid in for that principle had
long been settled and crying evil resulting from tho
want Of that requirement needed constitutional
ton. They may mean, throwing guards around the
business transactions Of the corporations
them to make annual statements and punishiag the
officers for fraud but all suoh would not be
rty for Dues but only approximation 70 It, They
may mean requiring stocks other securities to be de-
posted with some public ocsr, In the general bank
Ing law such be the meaning then the bin b dencent
In this-that such security required The larger
portion Of the iuos not secured" by individual
liability Of the corporation by any "othsr
means.". Nor ars they secures" y BY the indivi-
dual liability Of the corporators and other means"
In view Of the subject which the confsress the
part Of the Senate take they Of opinion that tbs
requirements Of the constitution would be evaded by
the proposition Of the oonfsrses the part Of the As
semby and that they have gone to the utmost verge
OF propriey In asserting to the limited individual La
bnity on which they have insisted. On eonstitu-
tcnal grounds, therefore, - well On the ground
the formation Of corporations like the bill before
them should pass without Insisting ON the rigd debt
paying policy, as essential law Of their corporate
existence.
Respectfully and by order Of the Committee Of Con-
ROBERT DENNisTON, Chairman
Mr.. Townsend concurs In the above views, and MI
Gridley disssnts.
Senate Chamber, Albany, Nov. ~, ls47.