Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1871-11-11
RAlLRUAD CHAKTERS, CONSOLE.
DATIONS, ETC.
The Constitutional Powers of the Gen.
eraI Assembly over COrDOratiOns.


purchasing company TO exercise such pow
ers over the road purchased as it might, by
virtue OF its charter, exercise over its own
road. m
Authority is given the purchasing compa-
ny to issue bonds or make mortgages to
procure money to equip, repair or extend
the roads purchased, and for the purpose Of
making payments to the State of unpaid
purchase money.
The States interest is abundantly pro-
tected in the prouiso of the third section,
which declares ''that this act shall in no
way impair any lien, or mortgage or priori-
ties OF lien that the State Of Tennessee has
upon any OF the said railroads or upon the
property OF the said companies"
The objections to the bill are not numer-
Gus, and in my opinion not well founded.
If the Legislature can pass any law regula-
ting the powers Of corporations, it can GER
tainly pass this one.
The provisions Of the bill are general; it
proposes TO confer upon all railroad compa-
mics, chartered or hereafter to be chartered
by this State, the same powers and privi-
leges.
The generality and impartiality of its
provisions render the cOnstitutionality of
the proposed law unquestiOnable. It is in
perfect accord with the spirit and meaning
Of Sec. 8, Art. II of the Constitution.
We are told that the benefits of this act
may be procured by decree of the Chancery
Court.
Here we are met with the objection of
the capitalist, who says l cannot lend my
money to corporation whose powers de
pend upon the decree of a chancellor. The
company which now desires to exercise the
powers conferred by the act SAYS that it al
ready has decree of Chancellor Scott, at
Memphis, comforting all the powers proposed
to be given in this act
Why, then, it is asked, are we called upon
to do what has already been done? Are
we to come here and legislate at the bidding
Of capitalists in Wall street or elsewhere?
Certainly not; but if we would authorize a
deed to be made or mortgage created, we
must do it under such forms Of laws as
will satisfy the purchaser or MORTGAGE.
This we are told has not been done, and
some Of the best lawyers in the State do
not believe a Chancellor can, under existing
laws, increase or diminish the powers of
corporations. The people of Tennessee
through their delegates in convention made
the Legislature their agent to enact general
laws in relation to all corporations, and
do not believe that the Legislature can del
egate its authority to a Chancellor. An
agent cannot create an agent. If any dis
cretiOnary power is given the Chancellor,
under the law which makes him the creator
of corporations, to that extent is he made a
legislator and judge of what is for the
public gOOd-tO that extent are the legisla-
tiT-aa if1Hi lr,ffi
The powers conferred by the act of 1870
on the Chancery Court, might with as much
reason have been conferred on any member
Of this House. Section of Article
IL of the constitution furnishes no reason
why this power to grant and amend chart
/ tiers was vested in the Chancery Courts.
Section of Article II was in the old
constitution, while more than half of section
s in relation to the powers of the Legisla-
ture on the subject of incorporation was not
in the old constitution. Section is as fol-
lows:
THE Legislature shall have the right to
vest such powers in the courts of justice, in
regard to local and private affairs as may be
deemed expedient." 1t is assumed that this
section conferred upon the Legislature the
power to vest the courts with authority to
create and amend charters. If the trainers
of the constitution were not willing to trust
the power to the Legislature to create cor
poratiOns or to amend charters already
granted, they certainly never intended to
leave so important question TO the discre-
ton Of a court or Chancellor.
Again, if section has any connection
with section 8, it cannot be argued that the
Legislature had a right to confer upon the
courts the right to amend and alter or diRiH-
ISL and increase the powers of corporation
already created. The latter part of section
5 roads rs follows: 'NO corporation shall
be created or its powers increased or dimin-
ished by special laws but the General As
sembly shall provide by general laws for the
organization Of all corporations HEREAFTER
created, which laws may at any time be al
tered or repealed so as not to diyest rights
which have become vested. There is moth
ing said here il relation to amendments,
except to declare that the powers of corpora
tiOnS shall not be increased or diminished
by special laws. II there is any
power anywhere to create corporations, it is
in the Legislature and must be exercised in
a general way, so that any person or per-
sons may avail themselves of the benefits of
the law. The power to organize corpora
tons might be imposed upon a court, but
the court could neither give nor withhold
rights or powers which the general law
withhOlds or grants.
The law of 1870 does not declare what
amendments may or may not be made; il
is discretionary with the Chancellor; he
would become under that act law maker;
one Chancellor might do what is asked for
in this bill and another might refuse.
For these reasons capitalists under the
advice of some of the best lawyers in the
State and country, refuse to lend money to
a corporation whose right to borrow de-
ponds on the laws to which have alluded.
They say that they will not lend money to
a company whose powers depend for legal
existence upon the decree of a court, pre-
sided over by, it may be, a railroad Judge;
but if the Legislature, by a general law,
will, in pursuance Of the Constitutional
authority. amend all railroad charters in
the manner proposed by this bill, they win
gladly seek an investment for their money,
and help to develop the resources of the
State.
1t is insisted that the bill will facilitate
the creation Of mOnOpOles, and that mo-
tbAlCS LOllLl " lIlt
spirit of free institutions. I deny that this
bill is in aid of monopOlies; its provisions are
too broad, general and impartial. If pass
ed, it will, instead Of giving an exclusive
right to any railroad company now existing,
enable the Memphis and Charleston road to
open another line of trade and travel from
one side of the State to the other. The
people of Lincoln, Franklin, Coffee, War
rem, OvertOn and other counties will be fur
nished new outlets for their productivity
will secure cheaper rates of freight, their
property viii be increased in value, and the
little roads which have heretofore been
burden to the State, will so increase the
value Of taxable property along the lines
that they viii indirectly become a source
of revenue.
Long lines of railway do not necessarily
create mOnopolies-a monopoly is the er-
cIusice right.
The gentleman from Bedford opposes the
bill because he fears the power and influence
of railroads.&c. does not fear their money
in the halls of the Legislature, but says
their influence commences at the ballot
box.
/ have confidence in the wisdom and in
tegrity of the people, and if they desire to
foster and encourage such railroad enter
prises as do not involve the credit of the
II