doubt upon two points; first, that the existing general laws, for creating corporate bodies, were still in force; secondly, that they might be revised and amended in the same manner as other public statutes." [page 7.]

Mr. Bronson, however, stated the following as one of his conclusions :

"Fourth. The existing laws for the incorporation of voluntary associations, may be amended; but not in such a manner as to authorize associations which are not now provided for by law." [p. 13.]

This opinion is formed on the constitutional clause we are considering, and I would respectfully inquire, how it can be held to ap. ply to a law, altering or amending a body politic or corporate in some particulars, and not to a law, amending or altering it, in other particulars.

The thirteenth section of the seventh article of the Constitution contains a provision; that all the acts of the Legislature of this State then in force, and such parts thereof as were repugnant to the Constitution, were abrogated. Yet in the opinion of all, Messrs. Bronson and Beardsley included, not only were our general laws of incorporation then in force, unaffected by the provision, but all corporations, formed under them since its adoption, were in like manner unaffected by it, and were legally and constitutionally incorporated. If the Legislature cannot pass general laws of incorporation; on what principle can those already passed be amended or altered? And if they cannot be altered, they are eternal; and we must be content to have laws that no earthly power can touch, improve, or modify.

We have also the opinion of the late Governor of this State, the Hon. Wm. L. Marcy, in opposition to the opinion of Messrs. Bron. son and Beardsley. In his message of 1838, before quoted, he says:

"Doubts have been entertained as to the constitutional compe tency of the Legislature to pass a general banking law, conforring corporate powers. Without entering into the argument on this question, I will only say, that I am inclined to the opinion, that the Legislature have the power to pass such a law; but the spirit of the Constitution requires that it should be passed as a two-thirds bill."

He adds: "It is proper I should also say, that this opinion is entertained with much diffidence, and is not expressed without duly considering the respectful deference justly due to the high authority by which it is opposed."

To this may be added the deliberate opinions, after full discussion, of the distinguished members of the profession of law, who were in the Senate and Assembly in 1838; and the opinion of a great number of the soundest lawyers in this State, who have been consulted on this subject by the different associations which have been organized under this law; and many of whom have given high evidence of confidence in their own opinions, by investing their funds in those associations.*

When we consider the high general professional attainments of the revisors of our laws, and their peculiar qualifications to give a sound and correct construction to our Constitution; the high judicial reputation of our late Governor, and his unquestioned qualifications to judge correctly upon the true construction of the Constitution; the high professional reputation of a large number of eminent lawyers who voted for this Statute in the Senate and Assembly, and of those who have given their opinions to the associations, and vested their funds in them; it may be said, without any impeachment of the acknowledged and high professional acquirements of

*I will mention two prominent instances. CHANCELLOR KENT, and GEORGE GRIFFIN, Esquire; both of whom are liberal subscribers to the Bank of Commerce, and the former, a large subscriber. The labors and reputation, of Chancellor Kent belong to the country; and nothing, which I can say, will enhance the value of the former, or add to the latter. It is sufficient to mention his name, to inspire all the confidence that human worth commands. I may be allowed, however, to remark, that although he has now entered upon his seventy-seventh year, his faculties of mind and body appear to be unimpaired, his step is yet elastic, and his mind active. Since his retirement from the office of Chancellor, in consequence of having arrived at the age limited by the Constitution, which, if my memory serves me, was on the 30th of July, 1823, he has written his Commentaries, which have already passed through three editions, each of which he has enlarged, improved and corrected himself. He has also done a very large amount of professional business at his chambers, in giving and writing opinions, preparing written arguments, and drafting special conveyances; and although his charges are always very reasonable, he has thus made a liberal provision for his family; and still unimpaired, by such a long and steady course of useful and honorable employments thus happily ended, now waits his hour with cheerful serenity.

GEORGE GRIFFIN, Esq. This gentleman is also well known to the profession. He is in its very first rank-and when age, length of active practice, ripened experience, natural talent, the powers of the wary and watchful advocate, and the importance and extent of professional engagements are considered, perhaps I should say, at the head of the practicing Bar of this State, especially at Nisi Prius.

Messrs. Bronson and Beardsley, that the unanimous and concurring opinions of the three revisors, (supported as they are by the opinions of others,) upon all the propositions we have just been discussing, should rather command our assent, than the opinions of those two gentlemen which we have been considering.

Tested, therefore, by the weight of authority, it must be determined, that the Constitution does not apply to general laws, creating, or authorizing the creation of corporations; and that our Legislature may now, as they could before its adoption, pass such laws.

One reflection here occurs. By holding the construction of the Constitution for which we contend, the course of legislation is clear, wholesome and safe. By taking the other; we meet with difficulties; are involved in counter currents, if not inconsistencies; legisla. tion is driven into devious courses; doubts are cast upon private rights; and honest industry alarmed and checked.

Let us now direct our attention to the determination of the true construction of the clause of the Constitution under discussion.

The first, most usual, and natural mode, is to look into the previous and cotemporaneous history of the State, and ascertain the evils which this constitutional provision was intended to guard against for the future. In an uncompromising search for truth, the fact cannot be disguised, that the circumstances attending and consequent upon the incorporation of the Bank of America, on the 2d June, 1812, gave rise principally, if not wholly, to this clause of the Constitution.* The prorogation of the Legislature by the Governor of this State, for the avowed object of preventing the incorporation of that bank by corrupt means; (the vote upon which showed a settled majority of one in its favor;) the subsequent indictment, for bribing, or attempting to bribe members of the Legislature; and the public trial of two gentlemen, who had theretofore

*The charter of that bank has since its incorporation been materially amended, its capital reduced, and it is now under the management of our most respectable citizens, none of whom, it is believed, were actively concerned in procuring its charter. It now stands among the first monied institutions of our State, and its officers receive and deserve the full confidence and respect of the community.

stood high in public estimation; been repeatedly honored with offices of high public trust, and both of whom were then in office, and discharging the duties of their respective stations; the alarm which was felt by the community, lest our institutions should fall a prey to a daring thirst of gain, which sought its gratification by corrupting the very fountain of our laws; were all yet held in vivid remembrance. And down to the very time, and during even the session of the Convention which framed our present State Constitution, the public press was the vehicle of charges, criminations and recriminations, against many of our public men, for their alleged agency in procuring the charter of that bank. And some of those gentlemen were members of that Convention. And it was probably owing to this circumstance, that the clause underwent so little discussion in the Convention as it did, and to the same circumstance, that Mr. King, the chairman of the committee who reported it, assigned his reasons for its adoption, in brief and general terms. [De. bates of Conv. p. 446.] And doubtless to the fact, that some of the gentlemen, charged with delinquency in regard to the chartering of that bank, and many of their relatives and friends were still on the theatre of action in this State, is to be attributed, the guarded though still explicit language of Chief Justice Nelson, when speaking of the evil which this clause in the Constitution was intended to check, in his opinion, delivered in the case of The People, vs. Morris, [13 Wend. 336,] and to which I shall hereafter call particular attention.

That this section of the Constitution owed its origin to the cause mentioned, more evidently appears from the fact, that as first proposed and reported by Mr. King, it only required the assent of two-thirds of the members, "in both houses, to the passage of any act of incorporation." And it was afterwards amended in the Convention, by extending it to acts, "appropriating public monies for " local purposes." [Debates of Convention, p. 446.] Chief Justice Nelson, who was a member of the Convention from Cortland county, has also added his authority in favor of my position in respect to the true origin of this constitutional provision. Speaking of the

time when the present Constitution was formed, and of the evil which it was intended to remedy, he says:

"But private corporations had multiplied to an extent that had attracted public attention, especially banking institutions. These had been sought for with zeal, and their enactment attended with circumstances that awakened public suspicion and alarm. So extreme had the evil become at one period of our history, that the Chief Magistrate of the State felt it his duty to exercise the power then existing in the Constitution, of proroguing the Legis. lature, and was triumphantly sustained by the people in the execution of this high and delicate trust. The fact affords strong evidence of the deep impression made upon the public mind as to these and similar private corporations, and of the scope and purpose of the clause on this subject. If we resort to the history of its introduction into the new Constitution, the above view will be confirmed. Mr. King, chairman of the committee of the Legislative department, reported the section; and when it came under consideration, said that the committee had looked upon the multiplicaiton of corporations as an evil; they had been created for a variety of purposes; they were exceptions to the common law; they could not be proceeded against in the ordinary way of prosecutions against individuals in courts of justice; they ought not to be increased, but should be diminished as far as could be done consistently with the preservation of vested rights. It is ob. vious, though the language used in the clause in question is general, that the honorable chairman had in his mind, (and he spoke for the committee,) the case of private corporations; that the great inducements to the adoption of the clause was a check upon them; and that the organization of communities, and the investing them with the privileges of mere munincipal jurisdiction and authority, were not at all in contemplation." [The People vs. Morris, 13 Wend. 336, 337.]

It will be observed that the Chief Justice in speaking generally of the evils which the Constitution intended to remedy, remarks, "Private incorporations had multiplied to an extent that had attracted public attention, especially banking institutions." A recurrence, however, to the history of the times will satisfy him, that the idea of a repeal of the Restraining Act, or the passage of a general law of incorporation for banking purposes, was the farther. est possible from the mind of the Convention. That no one at that day, even in his wildest dreams, thought of opening the busi