The Indianapolis journal., 1897-04-17

L.,
are that hold these provisions of the Con-
stitution to relate simply to the power TO
De a corporation. The evils, as 1 say, lay
in their powers. a corporation that had no
powers could not hurt anyone. To grant
such favors by special acts was no dis
elimination. There were no immunities
munities, privileges and powers given
to the corporation. If these provisions are
to be so construed as TO remedy the evil
against which they were aimed they must
be so construed as to relate 10 the pow
erS OF the corporation and not to a bar
rem creation. If this cons truction is adopted
has been accomplished. The convention has
failed entirely of its purpose if this limita-
uon OF the Constitution is to relate solely
to the power 10 be a corporation. We rem
der nugatory. We absolutely nullify the
whole provision To what extremties does
that cons truction lead us? 1t leads to the
conclusion that general law having been
passed for the organization of corporations,
the legislature may then, by special acts,
confer privileges upon, endow and regu-
late each one of these corporations sep
arately. according to any principles of ia
adopt. Do my learned friends contend for
such a proposition as that? / want TO i'm
press this fact upon your Honor. When
ever We limit the words used in this Con-
stitution that corporations shall not be
created by special law. but must be under
general statute, to the creation
ourselves In this position: That the
Legislature of Indiana having by general
statute created corporations generally or
corporations OF particular classes, may
then take up each one of those corpora
tions separately. define its corporate pow
strictions as ii may choose upon the cor
poration. That is the position to which the
contention of these gentlemen necessarily
leads
If you adopt the view of Judge Sawyer
that this provision relates simply to the
power TO be corporation, we have no pow
er or corporation at all. The power to
be corporation is a power conferred upon
the corporltors. "A B. G. and ID. are here
by authorized TO be corporation In con-
strulng constitutional provision like this
the court must look forward: it must con-
Slder 10 what necessary conclusions the
decision which is invoked by my adversar-
les In this case leads. We have a general
statute in this State authorizing the incor-
poration of steam railways. That construc-
ton of the Constitution which limits this
restriction to the creation alone would
leave the Legislature full power TO take
up any one OF our steam railroads in the
cial powers upon it and TO take up
another one and withdraw powers that
y" Were gwen un6er the general law. and thus
munitieS particular corporations and to
destroy others. We have two railways run
ming between Indianapolis and Terre Haute
If this construction is right those railroads
having been organized under the general
laws OF this State. and this constitutional
provision having expended itself in the act
OF organization. the Legislature is at liberty
to terminate the charter of one of these
roads by special act. The power to amend
and repeal is reserved in the general rail-
road act. 1t is In the power of the Legis-
lature of Indiana. according to this conten-
ton, to terminate the charter of the In
ulanapoils q st. Louis Railroad, to end
its being. withdraw from il all corporate
powers, and to allow the Terre Haute &
indianapolis Railroad. its competitor to
continue and to have the exclusive mo-
nopoly of transportation between Indian
apolis and Terre Haute. Isn't that euuiva-
lent to comforting immunites and privileges
hn o. 1t..,~ ID,.I
road by indirection? 1t eliminates, by a
special act terminating the charter of it's
competitor. the competition under which it
had previously operated Is it possible that
under the power of amendment that can be
done?
ALSO CREATES MONOPOLY
If there are two street railways in the
city of Indianapolis. organized under the
general street-railway law of the State, and
If this constitutional provision has expended
itself when the corporate organization has
been accomplished. then the Legislature
may by special law. come in and destroy
one of those corporations operating a line
upon Pennsylvania street and leave the
other, operating a line on Delaware street,
to go on. If it is not restrained as to regu-
lations and restrictions, il may restrict the
fare that shall be charged by one of those
corporations. and not restrict the other at
all. 1T may. in this way, create mo-
preferences and immuhitfes TO one corpora
tion and deny them to others; so that j am
justified In saying If this is the construction
to be applied to our Constitution we have
had a constitutional fiasco. If there is no
restraint upon the Legislature as TO those
things / cannot exaggerate the momentous
of Indiana. If this doctrine is to be sup
ported by judicial DEGREES in this State. and
our legislatures have the power to destroy
competing corporations. To endow one with
particular powers and to place upon others
restraints that are destructive, then we are
without any protection in the Constitution
against the evil which had much to do
as all others combined in making our peo-
pie to reconstruct our Constitution. The
gentlemen ssy estTct rdgnate
of existence. Once admit that the
Legislature of Indiana has full power. by
corporation and you have given TO The
Legislature the power TO destroy. If |
were not restrained i would say that such
but absurd: that a court of law could not
impute such meaning to any body of men
that had been assembled by state to form
constitution. Such a rule would simply
require a uniformity in the shell-that the
platter should be of a uniform pattern, but
that the dish served upon it may have as
many forms as the fancies OF French
cook
CREATION OF CORPORATION.
Now, what is the creation of a corpora
ton. Mr. friend Mr.. Kern insisted that
corporations in Indiana were not created
at all. and never had been created: that the
prohibition upon the creation of corpora
tons by special law was exhausted when
the Legislature passed general laws under
which they might be organized, and that
these general laws not being creative laws,
but laws authorizing the formation of cor
porations, did not create corporations, and,
therefore, were not subject to any limita-
tion. Under the old form the special char
ter ran that "A, Il. c and their successors.
upon doing certain things. were authorized
to form. or should become a corporation
of a certain name. The general law pro-
vides, without naming n. B. G, or anybody
in particular. that any citizens of the State
OF given number who have done certain
acts. shall be corporation. l want to
speak with entire respect of every argu-
ment that is presented by respectable coun-
sci. but | cannot refrain from saying that
this distinction is without any support,
either III reason or authority. These are
uncreated companieS-every corporation IN
the State-according to Mr. Kern. L have
heard good many things said Of corpora
tions-that they had no souls but that they
We're uncreated creatures or that they We're
self-created creatures, L have never heard
before. 1t is an interesting suggestion in
philosophy, one that Darwin would have
been glad to avail himself of. as an illus
tration of a self-creative power. Not ere
ated by law. but have evolved themselves.
They have themselves spoken the fiat that
has created them. The fallacy the weak
ness the abSurdity of such position lies
in the very statement of il. There is not
corporation in Indiana and cannot be one
that is not created by the State, distinctly
created. What is the creation? What did
the constitutional convention nave in mind?
1t was the form of the thing; 1t was the
body of the corporation; il was that agge-
cation of powers that constituted il. that