Nashville union and American. [volume] (Nashville, Tenn.) 1868-1875, 1873-09-04

| corporations that might thereafter be ere
ated, the rule of equality aud uniformity Of
| rights and privileges, wnich constitute the
true meaning and spirit of the preceding
portion CT that section. Does the language
of the clause, when fairly interpreted, car
| ~ out this rule, and make the several
clauses of the section bsrmonize in spirit
and in purpose? The clause commences:
s'No corporation sh-ll be created or its
power increased or diminished by special
laws" This is an express prohibition
against the enactment Of special laws, and
| clearly takes from the Legislature the power
10 enact a special law creating single
corporation.
But it was not thereby Intended no more
| corp rations should be therefore created,
but thew were not to be created by special
law. How then were they to be created
| The clause proceeds: sbut the General As
sembly shall provide by general laws for
the organization Of all corporations hereaf-
/ ter crested" This language contempates
Two distinct processes in order that a cor
poration may commence operations: First,
| it must be created -trat is, the authority to
! exist as a corp 0ration must be communica-
ted, and secured; after this authority is com
munic8ted the corporation must be organ
| ized-that is, it must be recognized bV COM
petent authority as having complied viii
the terms Ofits creation. 1t is clear that
the Gener Assembly is to provide the gan
eraI laws under which the organization is to
take place, but it is not required that the
General Assembly hall organize; that may
be devolved upon the courts or any other
designated branch of the government.
B, fore organization there must be crea-
| tioD; until there is capacity to exist as
corporation, th-re can be no organization
IS a corporation. This capacity can only
be created or Communicated by the General
Assembly, unless by special authority of
the Constitution, the General Assembly
may devolve it on some ot1er agency. No
such special authority is given by the Con-
s.i.ution, and no power except by general
laws, to provide for org ;Dizing those ccrpO-
rstions thereafter prOVided-that Is, those
corporations which the General Assembly
may arrange to bring into being by the en-
actmens Of general laws prescribing the
terms, powers, privileges, liabilities, etc, to
attach TO them; said corporation so created
shall be organized under general laws Tor
that purpose.
What the Convention intended by the
language, "The General Assembly shall
provide by general laws for the organiza-
tion OF all corporations hereaf ter created"
is clearly illustrated ny the &c, Of lS49, CD
II, entitled san act for the Incorporation
Of the citizens OF any town, city or village
in Tennessee, who may desire it." This
| act provided that the incorporants Of any
village, town or city might form to them
selves body corporate by such name and
style as they might select, and by such
name and style have perpetual succession,
| etc.
It then specified the general power which
such corporation should enjoy and exercise,
and provided that when the inhabitants of
such town, village or city should desire to
be incorporated under this aet, they were
to present their petition TO the County
Court, and upon this being done, being
spread upon the minutes and copy Or
dered registered, they were organized as
corporation. This was a general law, un-
der which any village, town or city could
become incorporated, with the power, priv
ieges, and right spec fad ia the law; it was
full declaration OF the Legislatures will
it created the inh9bi ants of any village,
town or city corporation that is, made
than legally capable Ct being a corporation,
by presenting thei petition to the County
Court. If their petition pursued the pro-
visions OF the law, the County Court had
no discretion, but were required TO T ceive
The petition aad have it spread upon their
minutes, aud when this was done toe Cor
poration created by the Legislature was Or
| ganized by the County CourT.
The c0nstitutionality of the acl of l849,
chspter II, was tested in the case Of the
Mayor and Aldermen of Morrison vs.. Shell
ton, Head "a, in which case this court
held that he act was clearly constitutional.
The;same policy, which induced the Legis-
lsture, in 1S49, provide for the incOrpora-
ton and organization of all the villages,
towns and cities that might desire incor-
| poraLion, induced the convention, in 1870,
to extend tie policy to all corporations,
| and 10 take from the Legislature all power
to create corporations except under general
! laws for their organization and creation.
so suppose that the convention intended
to confer upon the Legisa ne the power to
authorize the courts to ere tie as well as TO
Orean;zs corpo atoms, would be 10 atGrib-
| ute 20 them the folly Of author zlng the ex-
istencs in every county Of the State, a
| tribunal empowered to create just as many,
and such corporations as each tribunal
might determine to be proper-thus in
| CIeaSiIU Ill IlC Cfl lulCuQOO
| to be corrected. Nor do we see in the lam
guage employed by the convention, eth er
any uncertainty or ambiguity of meaning
especially when interpreted in the light Of
the Legislative and judicial history of the
| Ssa e.
The language is impel requiring
the Legislature to pass general laws under
which all corporations should be organized.
The act of Jan. 80, 1871, entitled "an act
to authorizs the Chancery Court in this
| State to grant letters Of Incorporation, was
| intended TO carry out the requirements OF the
CoUsti ution. Provisions are made by this
| act under which corporations for various
purposes, therein specified, may be organ
| lied by apple ition to thu Chsncery Courts.
| As to these corporations, the object OF the
| constitutional requirements are sufficiently
| accomplished and provided for. The OBJ
| fiction to the act is confined to those pro-
| visions in which the Legislature has as
| sumned, that power could be conferred on
the Chancery Courts to organize other cor
| porations than those designated and speci-
| ally provided for. Ia this respect, We are
| of opinion that the Legislature misc0nceiVed
and transcribed the powers invested IN them
| by the Constitution. We 90 lot bold that
| general law mlSnG LOU pe 50 H9luSO d w
authorize the organization Of corporations
for carrying on any business or pursuit in
which the combination of capital, skill and
labor might be desired, but such geners |
| law should contain snch an enumeration of
the powers and privileges to be enjoyed by
| such corporations, as would leave nothing
| to The discretion of the Chancellor, and limit
his action simply to the ministerial duty of
receiving the application, and, when con-
forming to the general law, ordering It to be
spread upon his minutes, and then to be
regis cred, as required By law. We find no
such general provision in the act OF 1871,
under which the Chancellor was authorized
to organize the petitions Sc corporate body
| in the b Isiness of bookkeeping without as
Stunning powers which could only be exer-
| cised by the Legislature.
| The constitutional powers of the Legisla-
ture to devolve upon the Chancery Courts
| jurisdiction to create corporations, under the
act of Jan. 30, 1871, was considered by the
| Supreme Court at the Septembec term,
| 1872, at Knoxville, in the case Of G. W..
Hall g. Co. VS.. j. A. Mabry. It was q Pc
| .;.;or nvy u all and Othprs tn baVa amau1-