New-York daily tribune. [volume] (New-York [N.Y.]) 1842-1866, 1848-01-05

earth hrs furnished almost every descfIi ton o.
agricultural product in great proiasion ana peHec
ton These have found a ready market NJ hoe'n'
and in some instances extraordinary prices aud Ia
he nros,srous condition ofoiher svocstons, trades
ard prof salons is furnished another Illustration o.
| The truth Of the theory which afhrms that wise
| ,ege,d to the interests Of those VINO cultivate the
earth IS the surest protection U the various '''
es,Softhe people OF the state. Tor tue hoetA PiiSes
| with which labor has been rewarded we are no.
little indebted 10 the condition Of parts OF tne oa
| world and particularly OF parts OF Sco'iand ana
, Iceland Oar cenerous and active sympathies 'or
- Altering Of that country truhully described
d., distinruished statesman as poor. gallant gem
.yo~s sn3 eppressed ireland. have been felt snd
| s,kroeslsdssd Her situali IS painfully interest,"
! inc and nav furnish new evidence 81 the Aselss
wi,h witch tree people rush 10 tnc ieue' o. ''s
down-trodden snd oppressed; bat the mAlehCe O.
! these unhappy causes upon the value oil our hS'
rnl.nrsl nr5dacts AZ the expense Of So great sui
! ferirr is never 70 be desired. What We shouid
most desire IN this regard u stable market our
. pernlsuent interest cannot be promoted by ten'no
I ra.ily large and eXtravsgsnt prices lhAt oo"us
! ton % things IL 90 be sought "hcn W." l4'A''"
the best security Tor market, Subject 20 coulPalA
| lively little hgctuatious. and thus stimulate *
ertion by inspiring a reasonable confidence thai IA
h,r il 10 receive fair remuneration. The expen'
ence of the past il il believed. furnishes very ht.
/ tie reason 70 hope for or expect steacy demand
/ tor any considerable portion Of our surplus pro
auctions in foreign countries While, therefore,
! an extraordinary state OF things Dependent upon
/ the seasons sni other causes not within our
control and in respect 70 which, either IN regard
I 20 time or extent. 10 safe prediction can be
made may create temporary demand Tor such
articles the growth Of our country, cs may not 50
/ readily ind consumers here, II Is quite apparent
! that demand fer consumption az nome Is
ihs only safe reliance for the husbsndmal. II 10
| .,f.rs- will lace 4 al
cial cities we could add the manufactures OF sacn
f,brcs the labor of foreign hands. as We no" con-
/ sumo much would be done 10 estsblsh pefma'
nent and stable market at home. and 20 attain the
END sought by that wise and isr-seeias PATRIOTISM
which looks 10 the protection OF the MANUFACTURED
not so much in respect % his interest," as 10 secure
10 the agricu,urist fair reward for ms LABOR as
suning that other occupations, trades, and PROBES
sious are dependent upon aud derive their nutrl
ment and support from the farmer Inc PrihciYie
sometimes maintained, though by comparatively
few AZ the North, that the rational legislation
which extends protection n0minaly 10 the manu-
acturer is partial IN its application aud tends 10
build % one great interest az the expense OF all
others will be found fslacious for while 1t acts
principally upon the manufacturer, It's secondary
and imp0r ant influence is the support u gives 70
/ the tilier Of the earth. -
have al udcd 20 these considerations no, with
view 20 discussion Of the great question oil ma
tousl policy, but "a invite your sttcntion IN tnis
its proper connection 70 the importance OF early
efficient and practical legislation IN respect u
manufacturing corporations, Your lnmedii'e
PREDECESSORS devoted much time 10 the consider
alton Of questions connected with corporations
Of this character and the House Of Assembly
after much research ami deiberation, and aiser
consulting the statistics OF several Of the sister
States. aud becoming acquainted with thor pracu
cal operations, framed bill that received the as
sent Of a large majority of that body.
Len ..fs. In~a 10
the application If mechanical labor been more pros
porous than in Massachusetts snd nowhere 1t IS
believed has private manufacturing been as gene
rally and successfully prosecuted. The oil framed
/ and adopted by the Assembly embraced suosian
TALLY the provision oil the laws OF that state sppi
cable to associations for manufacturing purposes
with Jealous gard for the interests oiihe laoorer
The House OF Representatives., TO provide for their
additional safeguard. inserted provisions IN the oil
requiring the trustees aud managers Ia puniish an
uualN the amount o; capital aud ot existing DEUS
and in default o. b. personally liable. The corpo-
rators were rendered personally liable Tor making
any false certhrste ct notice relative 70 the bus
ness or affairs Of the Company, or whenever TIE
debts of the association should exceed the amount
~ It's capital stock and for making dividends when
the Company shOlld be ins0lyent. The bill also
nroviaed that all the corporat1rs should b. liable
os an The debts 6id contracts of the cooperating
until the whole of the capital stock is paid IN, aud
that they should all be liable permanently to
agents lahorcrs aud operatives Tor services. The
senate entertaining options adverse - those OF
the Assembly the bin vas lost aud resps c,lnly
invite Your attention % the subject with full
conviction that your sympEihies with the laoorns
classes viii admonsh you II the importance OF
early and decisive action.
Before taking leave Of this subject it may not be
inappropriate, ald perhaps it is due 10 such OF your
predecessors as occupied seats in the Senate when
the bill 10 which have referred lost, % recur 10
the language Of the Constitution touching the lisb
tiles Oi cprpOrators The second Section Of the eighth
Article ci the Constitution is m the following words.
Does from corporations shall be secured by
such individual liability Of the corporations and
other means may he prescribed by law -
The effect Of this provision not having been settled
by the Judiciary, the language is now for the first
time 10 receive a legislative construction. All
arbitrary rules OF construction have given place %
simple rule which requires US 90 give effect 70 the
words IN their ordinary signfcation, considered m
connection with other parts OF the in,trnmenti and
the history ofthe period when it was written, It w
be conceded that the word corporations as used
Ia ibis section OF the Constitution ~ broad enough 10
embrace every description OF corporti0n known to
the laws ofthis State, among which may be euume
rated Railroad, Mllicipel Manufacturing, Charlta
BILE Religious and Banking Corporations should
be most reluctant o. come 10 the conclusion that the
members Of Municipal and Religious Corporations
are hereafter - be made personally liable, bat such
will be the eiectOi one construction OF the language
we are using For several years prior 10, and at
the time Of the session Of the Convention that
framed the Constitution the doctrine OF individual
or personal liability OF corporatOrs, was topic OF
| much interest and not little variety OF opinion
some insisting on unlimited personal liability
others demanding its application only to the extent
Of the capital stock owned by the corporators
spectiycy; while others insisted that il should
attach only 10 o. fraud or the failure 10 com.
ply with certain statutory requirements and others
again denied the propriety Of its application
altogether When, therefore. the trainers OF the
Constitution used the term individual liability, they
| used language imperfect and indefinite, except 10
connection with other parts OF the instrument, and
words that would be applicable toindiydunl liability
IN either Of the iorms have mentioned. II, there
FORE il shall be prescribed by law that corporators
shall be Individually liable in cases Of fraud. this
must be regarded as Individual liability within the
meaning Of the Constitution, and substantial com
| pence with its requirements.
The whole expression" such individual liabili-
! ~" is still more significant and strengthens if
| possible, this construction.
The history Of the period is important to be con-
sidered In another respect. The advocates OF in
diyitual liability insisted that In hankiny corDo.