The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1848-01-05

alton In respect manufacturing corporations Your
alteration OF questions connected With corporations Of
this character: and thu House Of Assembly afcer much
and deltberaton and after consulting the sta
stics Of several OF the sister States and becoming
III spted with their practical operations, framed bin
that received the assent of large majority Of that
body
Under the laws of no State have associations for the
application Of mechanical labor been prosperous
than in Massachusetts and no where 1t Is believed has
private manufacturing been generally and successfu
y prosecuted The bill framed and adopted by the as
semby, embraced substantially the provision Of the
laws OF TINT state applicable to associations for manu-
turlng with jealous regard for the inter
ess Of the laborer The House of Repre- to
provide for their additional safeguard inserted prov
sicns In the bill requiring the trustees and
pubsh asIuslly the amount of capital and Of existing
deb,s and 10 default to be- personally liable. The cor
falls certificate notice relative to tbs business
fairs Of the company whenever the debts asocs
fer making dividends when the company should be In
solvent The bill also provided that all the corporators
should be liable Scr all the debts and contracts Of the
oraton until the whole Of the capital stock 10 paid
in and that they should all BIO liable permanently to
agents. laborers and operatives for services The Sc
Assembly, the bill was lost and respectfully invite
your attention to the subject with full conviction
that your sympathy with the lsSoring CLASSES will
ton Bsfore taking leave Of this subject 1t may not
be inappropriate aud perhaps 1t due to such Of your
bill TO which have refsrrad lost reour to the
lspgusge of the Constitution touching the liabilities Of
e1gntA
the Constitution Is in the following words: Dues from
corporations shalt be secured by such individual liability
OF the corporations and other means as may be
scrbed law" The effect of this provision having
been settled by the Judiciary its aDguages now for the
first rime to receive lie gisativs construction All
btray rules of construction have given place to simple
rule which requires give effect the words In their
ordinsry Specification considered in oonnexion with
other parts OF the instrument the history of the
period when it was written Ii will conceded that the
word corporaions used in this section Of the cons
uton broad enough to embrace every description Of
kkA 80 asck
which may be enumerated railroad, municipal, manu-
cturipg charitable religious and banking corporations
that the members Of municipal and religious corpora
tons are hereafter TO be made personally LIABLE utsuch
will be the effect of construction OF the language
using For several prior to- at the time OF
the of tn. convention that framed the Constitu
ton the doctrine of individual or personal liability Of
corporators topic of much interest and not little
variety Of opinion-some insisting unlimited person
al liability demanding its application only to
extent capital stock owned by the corporators
whilst others insisted that should attach
only in Of fraud the failure to comply with
tain statutory requirement. and Others agaia denied
propriey Of its application altogether When there
the trainers If the Consti uton used the in
divdus liability, they used language imperfect and in
strument, and words that would be applicable to ind
vidual liability IN either of the forms have mentioned
Of
must be regarded individual liability within the
ing of the Constitution and substantial compliance
The whole expression-ss such individual liability II
still mora significant, and strengthens, If possible this
construction
The history of the period is important be consid
cred in another respect The advocates Of individual
liability insisted that to banking corporations Issuing
bank any kind Of paper oredis circulate
money than to ell should the doctrine of In
dividual liability attach yet ths 7th section Of the
article Of the constitution provides that in the
Ia mentioned class Of shall attach only
amour. OF shares Of ths corp lrators respectively ii
the 2lscton Of the ertias hsd provided for unlimited
individual liability 1t may well be asked why has the
7tD section created special and limited liability for
banks issuing this paper TO circulate money Is it
not alb urd suppose that whilst the last mentioned
are required to assume only limited per-
sonsi responsibility the members OF religious and other
corpora lions are to bs made liable without lmita.
ton la relation to banks the language explicit and if
had been the intention Of the Constitution that In all
other persons who should beooms members Of
bound to language 20 con-
vey it's meaning would have bsen employed, and that
stead OF the second section Of tbs n article, provi
zion would have been inserted, declaring in explicit
that the members Of corporations should bs ndi
vidualy liable for all demands against the corporation
excepting from its operations such banking institutions
as should issue their paper to circulate az money.
While therefore the Legislature may impose such in
divdus liability in its judgment the public interest
may quire aud while 1t must impose som- the kind
ana extent Of liability except as to banks believed to
be- n matter of legislative discretion The OF the
word in the referred to- not believed
be- in conflict with this constructionto secure is to
make safe cerain-but az obligation TO pay can be
rendered certain beyond contngt DCes the adoption of
and to secure it's implies
the exercise Of discretion by those who's duty Interest
vduL liability would be regarded the best security,
whilst others believe that effect Of i'm posing such
responsibility upon the members OF corporations would
be TO deter prudent Of business primarily the
coaragement Of Industry but this object only be at
tanned uader tue laws that will unite che investment Of
capital regard the subject among the most porant
that will Clam your attention ut ths present session.
You will ii nd 1t difficult task devise such laws
not ncon patible with the of the constu
ton will uuon of capital aud labor and
reasonably prote ct the public against in your foster
ing care for labor as well mechanical agricultural
sl nt.t. I'D
your Judgment may tend to cultivate due appreciation
Of its elevated character aud enlarge the estimate Of It's
respectabity The fact that distinction does
net depend upon occupation profession 10 better
known and appreciated by those who have
years than have young just entering the active
duties OF life and false estimate OF the character OF
manual labor, induces undue proportion Of young
men to engage In professional and pursuits
In the discharge OF the duties that you assumed
the representatives OF great people, Is the enquiry
whether the establishment VI schools in which Sgrioul
ture and mechanics shall be scientifically and practically
taught, will tend elevate the standard Of labor
IL fully submitted, and may properly occupy
nigh place in your elaboration. communicate here
with, statement in compliance with the requirements
the last clause Of the 9Th section Of the 4.h article of
the constitution concerning reprieves Communication snd
parooos During the past year I'VE persons have suit
tered the extreme penalty OF the Law In this State for
the crime OF murder IL will be by this statement,
two Others who have been sentenced to death for
the came crime, have had their punishment commued
that Of imprisonment in the State prison for life
1t will also bs seen that duriog the same period Of
the convcts In the several State prisons pardous have
granted to lOl and OF the couhned IN the
locs PRISONS under sentence pardons have bsen
ed TO % The section Of the constitution to which
have referred evidently contempases that some provi
sion will be made by law, relative to the Of ap
plying for pardon The evidence by which thsse appii
cations sustained, Is almost trpart but notice IL
given to the District Attorney of the county where
the convictions had OF the tendency Of the sppi
cations respectively and time given to him to resist In
any form hat he may think his duty requires soughs
to establish general we'll de- fined rule TO
govern the exercise of the psrdoins but in this
have been entirely unsu ocessfu and have been COM
PEELED to dispose OF each in respect to the particular
ustances ss disclosed by the In formation furnish
ed. 1t Is therefore, to be expected that this duty WILL
in some instances be providently discharged; but
this consequence seems to be incident to the power
fsrod aud unable to recommend any Isgisl alton,
which, in my judgment, will provide against occasional
imposition and improvidence
! think 1t may well be doubted whether our laws In
regard to the length Of time that persons Imprisoned
In state prison severe, under convictions
for first offences. From the best information that
able from had the