Nashville union and American. [volume] (Nashville, Tenn.) 1853-1862, 1859-10-29


a. individual persons. This view becomes impera- +
tive when the opposing construction lets in oil the
inequality of legislation which the words Of the T
section intended to prevent
1t may then be asked. how far the proyiso limits
the body Of the enactng clause What exception is /
carved out of the enactng clauses
The Legislature is left in possession of the power
to create valid corporate bodies for towns schools,
mining, manufacturing, and for the thousand other
purposes by which they may advance the public /
good.
Any act Of incorporation suspends the general |
laws of the land so far as the Individuals composing
the corporate body are concerned No corporate
body be put in operation without the suspension
of general law. Fifty individuals, united by act
of Incorporation, can sue and be sued one per
son. Here is the suspension OF the law which re
qnires in all other eases, all the individuals whose
rights are be adjudicated if sueing. to be made
plaintiffs; if sued, to be made defendants. 'When
says Angel & Ames, ''the members of voluntary
association without charter, are dispersed by death
OF otherwise it has their power to transfer the
power given to the association. to other persons
Not so With regard to corporations Here there is
q suspension of law absolutely necessary 10 create
a valid, efficient corporation. "If grant of land
be made" says Angel & Ames, sto voluntary asso-
ciation the right the land cannot be assigned to
their successors without numerous conyeyancesp
Nosso with regard to corporate bodies when they
are incorporated they are considered as one per-
son." Here there is subversion of general Jaw
absolutely necessary to the creation of corpora
ton for any purpose whatever, and comforting the
most valuable feature and privilege in the organza
ton of all corporate bodies. So far then the pro-
viso does certainly limit and restict the extent and
operation of the enacting clause This is sufficient
to illustrate the character of the limitation imposed
This construction leaves the Legislature in full
possession of the power to gra Mt such charters of
incorporation they may deem necessary for the
advancement Of the thousand public purposes which
the good of the country may demand, but gives tho
Legislature no power grant to such corporations
any rights, privileges exemptions not necessary
ta valid existence for general corporate purposes
unless the same law which creates it gives to every
citizen of the State who may bring himself within
the provisions of such law. similar rights and ex-
emptons. 1t leaves the Legislature ample power to
create corporations by special act but gives power
to the Legislature by such special act to exempt the
stockholders of such particular corporations from
liability to the debts which they under cover of said
corporation, may CONTRACT Inlsi IL IS insisted,
can only be done by the passage of general law
which will give the same advantages to all those who
may choose to avail themselves of the provisions of
such general law to engage in that department of
business
The grant of special privileges to few men en-
gagged in one branch of business, is condemned by
the whole drift of the report of the committee and
by the analogy of the 18th section, to the evident
purpose of the accompanying sections inserted in
the constitution at the same time.
There is deep pervading principle of republican
Justice and equality manifested in the condemnation
of special privileges in special charters and vind
Gated in the grant of special privileges if granted at
ALL only by general law, free and open to all who
may bring themselves within the provisions of such
law.
The conclusion, therefore, is, that if the Legsla-
ture chooses to encourage the investment of capital
in banking, by exempting the stockholders from in
ividual responsibility for the debts of the corpora
ton it can do SO by general law, but not by special
charter.
These views are submitted to the public with the
expectation that they will receive fuller examina
ton than is here given to the subject and that it will
be brought to the test of Judicial scrutiny.