The Kenosha telegraph. [volume] (Kenosha, Wis.) 1860-1888, 1860-06-28

should not from an discriminating IT,
Nudity be extended so as to unwisely
and unnecessarily cripple and restrict
them, as TO the means of executing the
powers that are delegated. Powerful
rs they are, it must be assumed that the
law is powerful enough not only to con-
troll and confne them within their prop
err limits, but also within those limits, to
allow them the exercise of a reasonable
discretion in selecting among the vari-
GUS means that may be adopted to the
execution of their powers. 1t is accord
ingly held in large class of cases,
many of which are cited by the counsel
for the plaintiff, and which we do not
deem it necessary to refer to in detail,
that a corporation may adopt any Of the
usual means employed to accomplish
the purpose authorized by its charter.
1t is true that this right Of selecting
among the means adopted to the end
| is generally stated as limited to those
usual and necessary. But precisely
what limits those terms imply, does not
seem to be well defined.
The Constitution of the United States
gave Congress the power to pass all
laws necessary and proper for carry
ing into execution the powers conferred
upon the General Government. That
| Government chartered bank, and it's
constitutionality being called in ques-
ton, the Supreme Court of the United
States, placed constructio upon these
words. They held that the word "nec-
essary" did not imply that the means
unse must be absolutely indispensable,
but that the government might select
any which were "needful, " 'srequisite,"
Essential" or Conclusive to-" the end.
and tended directly to it's accomplish
ment, and therefore might charter a
Bank. Whether or not, it justifes that
conclusion there is undoubtedly great
force in the reasoning Of Chief Justice
Marshal, as to the necessity Of the pow
er on the part Of the Government to Sc
lect convenient means for the execution
of its powers. And bearing in mind
the disprOportion between the powers
OF government, and those of an ordin-
airy corporation; we think that reason
! ing goes to sustain the right of the lat
ter to an equal freedom in selecting
among various means proper for the ex-
ecution Of its powers. There is close
relation between the powers applicable
to the government OF the y. S. and those
applicable to a corporation. The form.
er like the latter, can exercise no pow
ers except such as are delegated to it
either expressly or implied as necessari-
ly incident to those delegated. The
reasons for combining both within the
limits Of the delegated powers, are
equally obvious and familiar, yet this
being constantly conceded, it by no
means follows, that either, within those
should be restricted, within narrow and
I lllibera riGor, IN the choice of means,
adapted to the execution of their re-
spective powers, And the same reason
ing which excludes such rigor in the
case OF the Government, in our opinion
justifies its exclusion in the case of a
corporation. But in applying it to the
latter, due allowance should be made
for the difference i'll the magnitudes of
their powers, for it would not at all fol-
fow that corporation might adopt any
means which the government might.
But it is unnecessary to pursue this
point further, as it has been expressly
passed upon by this Court In the case
of Madison, dc, Plank Road Go. vs.
W0tertOa0'e, de-, Plank Road Co., 5
Wis. 173, it was held that a corpora>
ton is not restricted to the means either
"usual" or necessary" but might select
those convenient and applicable to the
end" though unusual and not abso-
Lutte necessary" 1t was Plank Road
Company, and its charter gave it no
power to loan money; but the Court
say that If 1t had seen fit to make loan
of money but the Court say that if
it had seen fit to make loan to one of
its contractors to enable him to COM
| plete his contract, though unusual, it
would have been legitimate means of
executing their power to build the road.
When the case was here subsequently,
and it appeared that the company had
undertaken to assist in the building of
another road, then its acts were held
void, but this detracts nothing from the
first decision.
This doctrine must of course be prop
erly understood. 1t does not mean that
a corporation may engage in separate
distinct business, not authorized by its
charter, as a means Of raising funds to
accomplish the things authoriznd. This
1t could not do. A railroad company
could not engage in banking, nor in
manufacturing, nor specializing in real
estate, as a means Of raising money to
build railroad. 1t is only that it may
adopt any convenient means proper in
themselves, tending directly to the ex-
ecutlon OF the powers conferred, and
not amounting to the transaction of any
distinct unauthorized business though
such means may not have been usually
adopted IN the execution oflike powers.
We have then two established prop
osltions of law first, a corporation can
exercise no powers except those con-
tered by It's charter second, in execut-
ing those powers it may adopt anv
proper and convenient means tending
directly to their accomplishment, and
not amounting to the transaction of a
separate unauthorized business.
In order to decide this case, two cues
tons remain to be determined Was
the taking of the note and mortgage for
stock, an attempt by the Company to
execute powers not delegated ? Or wss
it mere means of executing those that
were conferred If it was the latter.
then was it a means which the Compa.
ny was not prohibited from using
Upon the first question there seems
to be no room for doubt. The Compa-
ny did not attempt to do anything, ex-
cePt to execute its power of building a
railroad. The defendant was willing
to take stock, but had not the money to
! nav for II Ho Voc ,,-;I;;