Iowa capitol reporter. [volume] (Iowa City, Iowa) 1841-1855, 1851-07-09

anu hecp toll UFluSe across the East NlSnna-
botany river for the term Of twenty years,
with the exclusive privilege of bridging said
stream one mile up and down said stream from
the point where the state roads from Ottumwa
to Councif6luffs. and from Fort Des Moines to
kanesville crosses said stream" The act also
establishes the rate Of toll and authorizes the
proper county ''to purchase said bridge at the
expiration of ten years from its completion, by
paying fair compensation for the same" but
fixes no time when the bridge shall be COM
pleted
docs this act create corporation, and if so
Is it for political municipal purposes To
determine this question, let me observe tina:
"a corporation may be defined to be body of
persons connected together by law, either con-
or in succession, and endowed
with the capacity of acting for one or various
purposes a. single person. Corporations are
also puI3ic and private. The act under con.
sderati0n is of the latter class, as it is founded
on privatemeans for private benefit, whereby
individuals have an interest distinct from that
of the community; it is therefore not a politi-
cal, municipal or public corporation. Apply
these rules to the act in question and We find
a body of persons connected by law, with the
r'allA Of succession for twenty years and with
the power of acting as one person for the pur-
pose OF constructing and keeping up bridge
for private gain.
upon examining the whole question. am
unable TO avoid the conclusion that the act un-
der consideration is intended and would cree
a private corporation.
IS l ne iscapa ~ layeAtk5 the mir
not be created in this state by
cept for political or municipal purposesy
the General Assembly shall provide by general
laws for the organization Of all other corpora
tons, except corporations with banking priv.
leges, the creation of which is prohibited.
"In compliance with this provision the Gene
raj Assembly passed IAN act authorizing gene
raj interpretations. approved February 22d,
lS47, now in force granting tn every citizen the
right of forming company or association for
the transaction Of any business which may be
the lawful subject OF general partnership in
Guiding the establishment of ferries, the con-
structiOn Of rail roads and other works of in
ternal improvement.
"The language and intention of the constitu-
ton cannot be mistaken, it asserts great and
Just principle which'is worthy of the highest
consideration by those who are intrustcd with
leg slative power, the object being to prevent
special and partial legislation and place the
citizens of this state upon an equality as to
those privileges which should be equal to all.
Is it necessary, is it desirable that the time of
the Legislative Assembly should be consumed,
and the money of the people expended in grant
ing to private indiv iduals for private gam, fran
chises and privileges of the character under
consideration. Gentlemen, leave the question
for your determination. not doubling but that
your decision will sustain and carry out the
provisions of the constitution upon question
of so much Importance to the people of this
state. 5. HEMPSTEAD."
February 4th, 1851"
Inasmuch as the original bill was drawn by
me, and my humble walk in life and daily ex-
perience required that should have had full
conception of it's legal character and effect,
hope to be pardoned in spreading before you
the views by which was governed in it's for
nation.
shall concede in the beginning, that ie the
act created a corporation it was unconstitutional
and could not become a law.
"a corporation may be defined to be a.body
of persons connected together by law, either
contemporaneously or in succession, and en-
dowed with the capacity of acting for one or va
rious purposes as asingle person. "-Gov Hemp
stead's definition of what corporation may
consist.
"a corporation. as it is generally understood.
is an intellectual body ,crested by lac, composed
of individuals united under a common name, the
members of which succeed each other, SO that
the body continues the same, notwithstanding
the change Of the individuals who compose it,
and which for certain purposes is considered as
* corporation, or body polite, or body in
corporate, is a collection of many individuals
united in one body under a special denomination
having perpetual succession under an artificial
form aud vested by the policy Of the law with a
capacity of acting in several respects as an in
dividual, particularly of taking and granting
property, contracting obligations, and of suing
and being sued "-Kyd on Corporations
"a corporation is an artificial being, invisi-
BILE, intangible, and existing only in contempla.
ton of law. Being the mere creature of law il
possesses only those properties which the charter
of its creation confers upon it, either expressly
or as incidental to its very existence. '-Chie
Justice Marshall.
Let us apply to this particular act, the test
of the executive definition of what a corpora
ton may consist and the opinion of Mr.. Brown
| Mr. Kyd and Chief Justice Marshall of what il
really does consist, and see whether such ac
amounts to the grant of corporate powers.
| Were these persons connected together b,
lac? Certainly not. No part of the act in an,
manner associated them for any purpose. Wer
they an 'intellectnal body created by la'o com
posed of individuals united under common
mame2" Certainly not. No part of the act il
any manner created them, or constituted then
a society, order, or body, or conferred upon then
any "name" distinguishing them from othe
individuals. Had they succession under a
''artifcini )orm?" Certainly not. The act neitl
er associated, organized, nor named them; con
sequently succession obtained only through d,
wise, inheritance or purchase. Were they a
artificial being, insensible, intangible and e,
isting only in contemplation of law" Cerlail
ly not. The act shows them to have been az
tually in existence, gave them no especial d.
, ,mination," and treated of them of 9TH
men.
, am unable to perceive a single point of r.
semblaDce between anything granted by tn
a act, and the definition Of acorporation give
q - L.. ,...l
> is exceedingly doubtful whether it has poi
!, in common, with what his excellency suppos
: might be one. The parties to this act need'
no law to authorize them to build a bridge u
= on their own land, or the land of another Wi
q his consent, not obstructing navigation nor
highway; it was a lawful act to which the lie
. islature could neither add nor diminish; co
: sequently it could not be said that they We
endowed with the capacity" of building
bridge.
1--WE have seen, that in constituting boz
corporate legal or artificial person is subs
tuted for natural person; and where -
| her Of Hataral persons are conCl
e is given to them the property of indivll
q ity. The common law of every state
country annexes to this legal or artificial p
l. son, when created, certain incidents and att
20 butes; and, both by the laws of England a
Is the United States, there are several powers a
capacities which tactly, and without any
" press provision, are considered inseparable fir,
70 every corporation.
"Mr kyp enumerates five of these as neces
T. rily and inseparably incident to ecery corpo
m ton. l: To have perpetual succession, a
IS hence all aggregate corporations have pow
necessarily implied Of electing members in ,
II room of such as are removed by death or o
ID erwise. 2. To sue and be sued, implead and
10 implicated, grant and receive by its corpor;
NAME and do all other acts as natural perSf
ct may. 3. To purchase lands and hold them
,e the benefit of themselves and their successc
4. To have a common seal; and 5. To ma
bylaws, which are considered as private st
utes for the government of the corporate DO,
y To these ordinary incidents of an incorpora,
I company, Judge KENT, in his commentari
3 had added, as a sixth,-the power Of amot
~ or removal of members. 4 Ames
e. Corporations.