Knoxville daily chronicle. [volume] (Knoxville, Tenn.) 1870-1882, 1872-12-24

of this State with authority to grant pri-
vate characters of incorporation by an act
published as CHI. 254 of the printed acts of
that session of the General Assembly, and
entitled "An act to authorize the forma-
ton of companies, and regulate private
and local affairs, and retrench the expen-
ses of legislation.n This act did expressly
undertake to do what it is now supposed
has been done under the new constitution.
1t provided that any number of persons,
not less than three, might associate them
selves together for the purpose of pursuing
or carrying on any branch or branches OF
mandatory, mining, mechanical, cheml-
CAL or other business for promoting edu-
cation, science or art for erecting ferries
or mill dams for establishing insurance,
fire, savings, navigation, commercial, or
agricultural business; or any other pursuit,
business, or occupation, by calling, a0tstch
may be 5a'gttsIly carried on, or e"gdgea m,
IN this State, or private, social, 2)u6tic or
natGl,icipaE puTpoSes.n The act further eX>
pressly provided that the persons desiring
to be Incorporated might file petition in
the Circuit Court, "where the company or
the principal Office of the company is To-
Gated or kept" setting forth, among other
things, "the powers, duties, liabilities,
rights and privileges" urged, and If 1t
should appear to the Court these provis-
ions were not repugnant to the provisions
of the act, OF to the Constitution and Laws
of the State, and the United States, the
Court was to order the company to be
formed accordingly. If the Court could be
clothed with legislative authority to create
corporations, this act was certainly broad
enough for all particular purposes.
This Extraordinary act, as it was. very
appropriately styled by Judge Mckinney,
came up for judicial consideration by our
Supreme Court, and was passed upon in
the State VS.. Armstrong, 3 Su. ga. LIZ was
there held, in an able and elaborate opin--
ion, that the powers to grant charters of
interpretations is vested by the Constitu-
ton of this State in the Legislature alone,
to be exercised as high and responsible
trust, and only in cases where it may be
deemed eXpedient for the public good.
That it is among the powers, the exercise
of which is expressly reserved to tn o Leg
islature itself, and one which cannot be
delegated. And, consequently, that the
act in question, was unconstitutional anu
void.
The Chancellor then proceeds to consider
the act of 1910, and says:
By the act of 1S49, Oh. II, the Legisla-
ture of this State passed a general law for
the incorporation of towns, cities and VII
lagos, pointing out the mode in which 1t
should be done by petition to the County
Court, and expressly defining and settling
the powers and privileges granted to such
interpretations. The validity of this act
was brought in question in Mayor and
Aldermen of Morristown VS.. Shelton,
Head "a, the case of the State VS.: Arm
strong being principally relied on in sup
port of the objections But the court held
that this was misconception of the pre-
vious case. "That case, they say, was
correctly decided beyond all question.
1t was upon the act of 1856, oh. 274, by
which the full and broad power to create
corporations was given to the circuit
Courts, and was, therefore, held to be In
violation of the constitution. Not SO IN
this act. 1t gives the County Court no
power on the subject but to record the pc
tition for the benefit of a perfect and COM
plete charter, and designates the bounda-
ries to which it is to apply, that is, to pre-
scribe the corporate limits of their town.
1t cannot add to or diminish the powers,
privileges and immunities granted, nor
make the least change of any kind in the
charter The legislative will is fully de-
clared in the act, and nothing is left to the
court but to locate and apply tito any COM
munity who may petition for it, and bring
themselves within its provisions. This is
very different from the act of 1856, by
W1llCu Gu0 0AO01L VI WIG ~"
ers given, and the particular objects of the
corporations were to be fixed by the Court,
or rather, in effect, the wishes and desires
of the applicants in this respect ratified by
the Court. That was as palpablyln conflict
with the Constitution as this is in con-
formity with it.'
These two decisions cover the entire sub
ject. An act of the Legislature, which
undertakes to delegate to the courts the
power of creating corporations is uncon-
stitutiOnal and void. While an act which
defines the rights, powers and immunities
of corporations, and leaves to the courts as
to certain State officers" the duty of Or
gani1iRg, is valid.
Then, in applying these principles to the
petitions under consideration, the Court
says:
1t follows from what I have said, that
the prayer of the petitioners in these sew
eral applications cannot be granted as
made. have no power to incorporate
the petitioners, in either case, with the
specific provisions asked for. / can confer
upon them no privileges other than those
prescribed by the general law. Nor can 1
Gull out at the instance of the petitioners,
some of the privileges conceded by the
general law to the exclusion of others. l
can not, to use the words of the court in
Mayor and Aldermen of Morristown vs..
Shelton, Head, 'add to, or diminish the
powers, privileges and immunities grant
ed, nor make the least change of any
kind in the charter" as prescribed by the
Legislature. To do so, would be to depart
from the special authority under which
act, and would make the whole charter
void. The petitioners must take the in.
corporation for the purpoie of manufactur-
ing in the exact words of the law, with
all its restrictions as well as it's privileges,
"for better, for worse" and "may they
live long and prosper"
If the Chancellor is correct in his opin-
ion that in all cases where the Chancery
Courts have granted DEGREES of incorpora-
ton giving specific powers, the charter is
void, it may be of Importance to persons
now operating under such charters to eX-