the presiding officer of the House which last passes it, must deliver the bill so certified to the Secretary of State. [See sections 5, 6, 7. 1 R. S. p. 157]

These certificates, appear to be the only authentication in such a case, on which the Secretary of State acts in indorsing his certificate.

If we give to the certificates, which the third section requires upon two-thirds bills, the same force and effect which are given to the certificates required upon bills disapproved by the Governor and afterwards passed by two-thirds present, they then, are no more than authentications upon which the Secretary of State acts when he endorses his final certificate; and certainly they can be entitled to no greater force, nor furnish any higher evidence of legislative action. At all events, they are acts anterior to the act of the Secretary of State, which, the Statute declares, shall be conclusive of the month and year when the bill becomes a law.

Does not this necessarily shut out all inquiry beyond the certificate of the Secretary of State?—And ought it not to do so? The consequences of permitting an investigation before a jury, of the circumstances under which a law was passed, for the purpose of ascertaining whether it had been constitutionally passed; or in other words, whether the members of the Legislature had kept their oaths of office, and regarded the Constitution, would seem to be dangerous, and certainly would, in many cases, be unjust, and might be fatal to the public peace.

The Constitution declares, that, "A majority of each House shall constitute a quorum to do business. (Const. § 3, 1 R. S. 43.) The presence, therefore, of a majority is essential to the transaction of any business, and especially to pass a law. This constitutional requirement is just as explicit and binding, as the one which requires the assent of two-thirds of the members elected to each house, to a two-thirds bill. If our Courts of law may inquire, by a jury, how a two-thirds bill was passed, in the like manner, they may inquire how a majority bill was passed. And thus statutes, which may

have been rules of action for years, and under which large amounts of property have been vested, and numerous titles taken, may be in effect abrogated by a court and jury, and declared void. Can a principle with such a consequence, be tolerated? The mere state. ment of it, produces its condemnation.

If there is no reason for it to rest upon; much less is there any authority. I presume such an extraordinary investigation has never been witnessed in any country, where the distinction is recog. nized between statute and common, or written and unwritten law.

Besides: Every Bill after being endorsed by the Secretary of State, as required by the Statute, is filed in his office and becomes a record. A record imports verity, and can only be tested by itself. As a general rule, no inquiry in pais is permitted, which may destroy it. It stands or falls by itself. This rule, so just and reasonable, should secure us from exposure to the hazard of losing the protection of statutes, we have lived under for years.

This point, it is true, does not directly arise on these pleadings, but a full discussion of the subject required its consideration.

We trust this Court is satisfied of the truth and soundness of the three propositions which I have attempted to prove, viz.,

FIRST That the associations authorized by our General Banking Law are not corporations.

SECOND: That if they are, the Legislature had power to pass the Law in the ordinary way, by a majority vote; and

:

THIRD That if the Law required a two-thirds vote to pass it, such vote will be presumed to have been given.

In conclusion, the Court will permit me to express an earnest wish, that they will find it consistent with their duty, to announce their decision at an early day; and with permission I will mention one other fact, which I have been requested to state,* to induce the

* ISAAC CARROW, Esq., of the City of New York, was present at the argument and made this request. He is largely interested in the Bank of Commerce, and next to

Court to adopt that course.

It is, that the Bank of Commerce have called in one million of its capital on the first of October next, a very large portion of which, is to be paid by foreign shareholders. And I will add, on my own responsibility, that it must be a source of deep unhappiness to the high minded Directors of that bank, to see large sums coming from Europe on the credit of their names, for investment in the institution which they conduct, while a question like this is pending.

The country, and especially the mercantile community, have been agitated and afflicted for so many years, by sudden and unexpected events connected with the enactment and execution of our laws, that their pursuits have become a burthen, and their spirits faint. They long for quietness and peace; and I can render them and my clients no greater service, than to entreat this Court to give them rest.

SAMUEL WARD, Esq., the President of it, took, as I understand, the most active agency in organizing it. These gentlemen are well known in this country and in Europe, as standing at the very head of the mercantile and financial interests of the United States; and how deeply mortifying it would be, to have them, and others like them, placed in a position, where they would be obliged to confess to their European correspondents, that no reliance could be placed on our institutions and laws.

APPENDIX.

THE present seems not an unfit occasion, to take a brief view of the powers possessed by, and of the restraints imposed upon, the associations authorized by the General Banking Law.

Their means and mode of action have been fully considered in the preceding argument, and although not corporations, it is obvious, they are fully competent to conduct the most extensive banking operations, with as great benefit to, and as little personal liability from the shareholders, as our incorporated banks. But unless my views of the Act are entirely erroneous, they will prove decidedly more advantageous, both to the public and the shareholders, than the incorporated banks.

The Legislature has placed them on the broad principles of free trade. They have unrestricted powers to bank, loan monies, and deal in personal securities, in all ways permitted by the general laws of the State.

FIRST: "By discounting bills, notes, and other evidences of debt.” This authorizes the associations not only to discount in the ordinary way, but to discount any chose in action; as a bond and mortgage; a simple bond; an agreement for the payment of money; an account stated; in a word, any legal engagement to pay money; or evidence of debt. All of which may be safely discounted, by receiving assignments of them when the discounts are made.

SECOND: By "receiving deposits." The power on this subject being general, it, of course, includes the right to agree on the terms upon which deposits shall be received; with or without interest, with or without security, or in any other manner, or on any other legal condition the parties may think proper to make.

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THIRD By buying and selling gold and silver bullion, foreign coins and bills of exchange." These are ordinary banking operations and need no comment,

FOURTH: By "loaning money on real or personal security." This is a broad power, and the same which is possessed by all the citizens of this State, and is not possessed, at least to the same extent, by the incorporated banks. It enables the associations to transact all the business usually transacted by trust companies, and even farther, to lend on an hypothecation of choses in action and goods and chattels.

This is a valuable power, and one which may be exercised with great benefit to the public, as it enables the associations, if they see fit to do so, to advance on any kind of property, real or personal. This would be a dangerous power, if belonging to corporations, and exclusive; but as it may be exercised by the whole community, in the form of these associations, it is harmless. It is only unrestricted trade.

But, FIFTH: All these things may be done, " in the manner specified in their articles of association;"" and by exercising such incidental powers as shall be necessary to carry on such business." This is free indeed. The manner may be agreed on in their articles of association: that is, the manner of doing all these kinds of business. It may hence, I think, be done by a board of directors; by a president and cashier, or by one; by branches or agencies, one, or more. In fine, in any manner, the interest or fancy of the parties may devise.

The associations may also exercise all powers incident to these various kinds of business. This leaves nothing unpossessed. The