The Court will at once see, that Mr. Beardsley does not prove, but assumes, that the spirit of the Constitution is different from its language. He refers to nothing in the context; to no other parts of the Constitution; nor to cotemporaneous history, which are the usual sources of light in giving construction to doubtful clauses of a constitution; to nothing, to justify his assumption, that the spirit and object of the Constitution are different from its language. And yet, on such untenable ground, he gives it a construction, which deprives the Legislature of an otherwise unquestionable power; and that too, in direct violation of a well settled rule of construction, viz., that when the language of such an instrument is plain and intelligible, a court is not at liberty to depart from it.

Both of the gentlemen direct their efforts, far more to proving what the Constitution should be, than what it actually is. A perusal of their opinions will fully justify this remark. They appear to be deeply impressed with the idea, that the State is in great danger of receiving irreparable injury from the increase of corporations; and they seem to regard it as their duty, to find some constitutional mode of checking their multiplication.

Mr. Bronson says:

"It is impossible to read the clause, without perceiving, that the design of the Convention was to impose a check on the increase of corporations." (page 9.)

"When such grants are made with an exclusive reference to the interests of the applicants; and when, however laudable may be the object, they are multiplied beyond the public wants, a positive injury is done to the whole community."

"The subject must have been regarded in this light by the fra mers of the Constitution; and without wholly prohibiting future grants, they imposed such a check on the Legislature, as was deemed best calculated to secure the people against the unnecessary increase of corporate franchises." (page 10.)

The remedy Mr. Bronson proposes for the evil, is indicated by the following extract from his opinion:

"The construction, which more certainly than any other, will attain this end, is that, which requires the Legislature, in cases not

already provided for by law, to act directly on every question of this description; and which requires the assent of the members-not to a bill under which an indefinite number of corporations may spring into life—but to a bill, creating some one or more corporate bodies in particular. This construction, while it is not inconsistent with the letter of the Constitution, is best calculated to give full effect to the intention of the Convention, and secure the public against the unnecessary increase of corporate franchises." (pages 10, 11.)

Mr. Beardsley also says:

"The mischief which the Constitution designed to prevent, was the inordinate increase of private corporations." (page 8.) "The restraint is upon their undue multiplication." (page 11.)

The remedy which he indicates for this evil, is the same as that proposed by his predecessor. He says:

"The Constitution demands, that the legislative discretion and judgment shall be applied to every corporation, which must be created by bill. If the contemplated institution is approved by the requisite number of members, the bill should pass into a law. But the discretion and judgment which are thus invoked, and the exercise of which is thus enjoined, can, in no sense, be exerted in the creation of institutions which spring into existence at the bidding of indi. viduals." (page 9.)

Who does not see; and I ask these gentlemen themselves, if now, when the incidents and associations of the moment have passed, if they do not see, that they were laboring under an undue apprehension of evil, in regard to the increase of corporations? The remedy, too, which they propose, all must see was entirely fallacious, as an obligatory constitutional restriction on the Legislature. For what legislature; who had deliberately resolved to authorize prospectively one hundred, or an unlimited number of corporations, to promote and favor a particular branch of trade or business; would refuse any number of separate applications for the same purpose? Besides, the history of the State for the last fifteen years, during which, the new Constitution has been in operation, shows, that while no evils, political or moral, have been experienced from the many corporations, formed under our general laws, we have suffered deep and abiding evil, from our legislation, in favor of private cor

porations, and their subsequent action. The lobby of our legislative halls has become a by-word and a reproach, How have corporate rights been stealthily obtained from the Legislature? What acts of incorporation have savored of, and raised high through the State, the notes of alarm and indignation against undue influence, if not, disgusting corruption? It may certainly be said, not general acts of incorporation. Both the gentlemen appear to have supposed, that if the Legislature was deprived of the power to pass laws, which did not directly, and in terms, incorporate a specific company, or companies by name, and were thus obliged to look directly upon each corporation created, the evil they so greatly apprehended, would be checked. For they well concluded, both from the past history of our legislation, the operation of the joint rule before mentioned, and the fitness of things; that it was highly improbable, that our Legislature would directly incorporate, by one law, more than one specific corporation, and thus, they were led, the one to propose, and the other to approve, an entirely new idea, which was; that by no vote, either majority or two-thirds, could the Legislature pass any bill of incorporation, which did not, in the language of Mr. Bron son, "create some one or more corporate bodies in particular," by direct legislative action on the question-and in the language, substantially, of Mr. Beardsley, which did not receive the direct assent of two-thirds of the members elected to each branch of the Legisla. ture, and indicate and create a particular institution. The history of our legislation aud of the adoption of the Constitution shows, that this, in the broad form presented, was fresh ground. While it is not the usual mode of creating corporations, by a separate and distinct bill for each act of incorporation, inasmuch as it permits any given number of corporations in particular to be created by one bill; so, neither is it, the other mode, by general act. Yet, as it were, by a side wind, it takes from the Legislature the well known and understood power of enacting general laws of incorporation in the ordinary form. I hazard nothing in saying, that the Convention which adopted the constitutional provision, never even ap. proached its conception. What a new form our incorporating laws would assume, if it was carried into practice? How the Conven. tion would have been startled; and with what surprise would our

Kents, Spencers and others, who were members, been struck; had the new legislative offspring, to which they were unconsciously giving existence, appeared in the full stature, in which it is proposed to us: and if informed, that while yet in youth, some years short of majority, it would control our Legislature, restrain its action, strip it of a beneficial power, they would have strangled it past hope. It descends to, and rests on the forms of the bills which the Legislature are to pass, and drives us to the inquiry, whether the Convention intended to place their restriction, solely, on so slight and changeable a basis. The mere statement of the inquiry furnishes the answer. It may be said, that a bill which creates at once, and without further action, one, or any given number of corporations in particular, is no more in substance, a bill creating bodies corporate; than a bill which authorizes, regulates the manner, and designates the object of an unlimited number of corporations. They are both in one sense, bills creating bodies corporate, but by different modes of legislation. One accomplishes the object in one way; and the other in another. In either case, the corporations may be said to be created by bill. And the legislative action is substantially, as direct. in one case as the other-for there is no efficient action in either case, except in passing the bill. The true difference is-that in one case, the corporation is created at once, and the only act remaining to be done, is acceptance by the corporators-in the other, the corporators are to perform certain acts prescribed by the Statute. There is more or less action by individuals in each case. And the Convention embraced and acted upon two ideas, fairly indicated by its language, viz., 1st, full and direct creation at once by bill; and 2d, separate enactment-which two ideas are the distinguishing features of the mode of corporate legislation, intended to be prohibit. ed as will hereafter be more fully illustrated.

And the question recurs, what does the clause in the Constitution prohibit? Does it prohibit the passage of general laws of incorporation, or not? Before discussing the question on its merits, let us settle the matter of authority upon the one side, as well as the other.

Directly opposed to the opinions of Messrs. Bronson and Beardsley,

is the unanimous opinion of the revisors of our Statutes-Messrs. Jno. Duer, B. F. Butler, and John C. Spencer. They were clearly and unequivocally of opinion, that this clause of the Constitution did not apply to a general law authorizing the creation of corporations; and that the Legislature had the same power to pass such laws after the adoption of the present Constitution as they had before. In their revision, they proposed to revise and amend all the five general laws of incorporations before referred to. [See Revisors Reports, chapter 15, of the first part, Title 1. Articles, 2, 3. of colleges. Articles, 4, 5. of academies. Report of chapter 18, of the first part, Title 1. of religious corporations. Title 2. of the incorporation of library societies. Title 3. of medical societies, and Title 4. of manufacturing corporations.] They also proposed an entirely new general law of incorporation, authorizing an indefinite and unlimited number of corporations of " Obituary Societies." [Revisors Report, chapter 18, of the first part, Title 6.]

Mr. Bronson, in his opinion, states, in reference to the opinion of the revisors, that he "is aware, that there is high authority for a contrary opinion" to his own. The Legislature also which enacted our Revised Statutes, concurred in opinion with the revisors, and approved and enacted their revision of the general law authorizing the incorporation of academies. [2 Rev. Laws, 263. Revisors' Reports, chap. 15, Title, 1, Articles, 4, 5. 1, R. S. 461.] And a subsequent Legislature has materially altered and amended the same act by a majority vote, as the Journals will show. [Laws of 1835, ch. 34.]

It will be remembered, that the prohibition in the Constitution, whatever it is, extends to every law, "continuing, altering, or renewing, any body politic or corporate," as well as creating it. The revisors, consistent throughout, were of opinion, that this clause in the Constitution did not apply to amendments and alterations of our general laws of incorporation, any more than to the enactment of other laws like them; and so Mr. Bronson, in his opinion, says. This is his language:

"From these reports it will be seen, that the revisors, who were gentlemen of high standing in the legal profession, entertained n