Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1872-12-21

! conflict with the laws Of the land, nor de
J trimental to public interest or morals, th
court shall so a0judicate and decree, whicl
adjudication and decree shall be spread up
On the minutes OF the court, and shall emu,
merate such usual powers and privileges O
corporate bodies as may be necessary t.
carry out the legitimate objects of said cor
porstion." Provided, etc. . Pro
Uided further, that Chancery Courts msy
alter, amend, and revise the charters of cor.
poratious crelted By said courts, or by act
OF the Legislature, upon application In
manner and form, and subject to the con-
ditions and restrictions as heretofore pre-
scribed."
The tenth section is in these words:
"The Chancery Courts shall also have full
power to incorporate private companies,
which propose to carry on any local busi-
ress confined IN its locality to the limits of
a single county, and whose capital stock
Is mot over 100000, upon the
stockholders petitioning said court, set
ting forth the name proposed to be used,
the name and residence Of stockholders,
the character of the business proposed to bs
carried on, IS well as the amount of capital
| stock proposed; and if the court find that
the business proposed be legitimate one,
and not hurIfu to the public good, then
letters Of Incorporation or charters shall is
sue, which charters shall be registered in
the Registers Office Of the county where is
sued, and whsre the business is to. be con-
| d0cted."
| Section IA Is In these words: "When any
corporation OF any nature whatever, shall
! desire other powers and privileges than
| those conferred by the general provisions
Of this act, or the sections OF the Code OF
| Tennessee referred to in and re-eDacted by
this act, application may be made to the
| Chancery Court In and for the county in
which the principal Office of such CORPORA
ton may be situated, in manner and form
as prescribed in the first section Of this act,
and, upon the hearing Of the cause, the
court may grant such privilege and general
relief, in accordance with the principles of
equity, and not in conflict with the consti-
tutional rights of the citizens Of
this State, as said court may
deem necessary and Just in the premises,
provided the applicant shall pay the costs
Of proceedings"
These provisions, Il must be admitted,
bear striking likeness to some of the pro
visions of the "extraordinary act" Of 1856.
AACg w. III tlC OlOd4 ou0
| language used, imply power in the courts
Of Chancery 10 grant such corporate privi-
| leges as 1t may see proper, ''in accordance
with the principles Of equity" (Whaieyer
that may mean,) necessary to carry out the
legitimate objects Of said corporation.
They fairly admit also Of the inference that
persons may be Incorporated for any pur-
pose ''not in conflict with the laws of the
land, nor detrimental to public interest or
morals" Our citizens have, therefore,
some grounds for supposiDg that the pow
ers Of the court are far greater than they
are in reality.
Nevertheless, when these provisions are
carefully analyzed, it VIII be found thst
they are not so sweeping as they at first sp-
pear. The first section confines the grant
TO "such usual powers and privileges Of cor
porate bodies as may be necessary to carry
out the legitimate objects OF said corpora
tion," and thsSe are expressly restricted
by the 4th section of the act TO tha 'po1-
ers and privileges" conceded by the Code
to private corporations in sections 14T4
TO 1897 inclusive. Tbs second uses
almost the same language and is, of course,
similarly restricted. And the last, besides
being subject TO the same restrictions,
makes the most important qualification Of
all to the privileges TO be granted, namely,
"and not 10 conflict with the constitutional
rights of citizens of this State" Now, as
we have seen, Section Of Art. XI of the
new Constitution, expressly forbids the COZ
cession Of special privileges to particular il
dividuals, even Ia the form of charters -Of
incorporation, not open to all other citizens
who may bring themselves within the law.
It follows that any charter granted by the
Court of Chancery, if It had the power to
create corporations, TO any one set of indi-
viduals for corporate purpose not eonce-
dad, by general law, to all other citizens
who might bring themselves within it,
would be clearly unconstitutional
and void. Upon these provisions, there
fore, admitting them to be valid, could
not grant charters containing special pro-
visions not authorized by 3 general law,
nor any provisions whatever not authorized
by such law.
If the act Of 1871 was intended to 60
further, it is, to that extent, Ike the act of
1856, unconstitutional and void.
1t is not necessary for me to decide
whether this Court can incorporate for any
purpose not specially mentioned in the Gcs
Of 1871, or in the provisions Of the Code.
Under the tenth section of the scJ of 1871,
quoted above, applications ofincorpOration
for "any local business seems in order, aud
all of our ordinary partnerships for ordin-
ary business purposes might be turned, if
the section literally means what it says, in
to corporations. My present impression IS
that 1t is for the Legislature to specifically
designate for what specific purposes and OBJ
iaefc 10 btrrl, f,F
shall be granted, and that charter by de-
cree for purpose not thus distinctly des-
ignated would be void.
But this point need not now be decided, |
for all Of these applications are for manu- |
facturing purposes. Corporations for such |
purposes are expressly authorized both by
the act Of 1871, and by The Code, and their |
privileges enumerated. Ths act Of 1871, sec. !
provides, 'that corporations created by the !
Chancery Court nfthis State for the pur-
poses of manufacturing ETC., shall be |
regulated and controlled, in the respects /
specified, as prescribed in sections 1852 to /
1466 inclusive, and their general powers /
aud privileges and liabilities" shall be tho |
same as prescribed In the Code Of Tennes- |
see from sections 1474 to 1897 inclusive. |
These are the only terms upon which the .
Court OfChancery is authorized to organize |
such corporations.
1t follows from what have said, that the /
prayer Of the petitioners in these several ap |
plicatiOns cannot be granted as made. / |
have no po wer to incorporate the petitioners,
in either case, with the specific provisions /
asked for. l can confer upon them no priv |
ileges other than those prescribed By the (
general law. Nor can | Gull out, at the |
instance of the petitioners, some of the |
privileges conceded by the general law to |
the exclusion of Others. l cannot, to uss
the words of the court In Mayor and Al
dermen of Morristown vs.. Shelton, Head,
'add to, or diminish toe powers, privileges 4
ald immuDities granted, nor make the least
change Of any kind in the charter" as pre-
scribed by the Legislature. To do so, /
would bs TO depart from the special author
iiy under which l act, and would make the
whole charter void. The petitioners must
take the incorporation for the purpose OF /
in the exact words Of the
Law, with all its restrictions as well as its
privileges, ''for better, for worse" and "may /
they live long and prosper"
In this view, there may be SONS little /
douOt whether the publication will cores
pond with the charter granted. The object |
of the publication, however, seems to have
- In1 - ,nffn To