a special promise was exacted to the effect that the corporation accepts in full the provisions of the state constitution. It should be noticed that the reorganization of the Northern Pacific under a special charter took place at a time when every state through which its lines pass had on its statute books general laws governing the organization of railway companies. The physical location of a railway is by no means an indication of the source of its legal power, for, as in the case of the Northern Pacific, a great system may be operated on the basis of a charter granted to an insignificant road in a distant state. The Southern Pacific, for instance, is organized under the laws of Kentucky. What constitutes the essence of the legal privilege of a modern railway corporation is an extremely complex problem, the difficulty of which is strongly impressed upon us when we realize that scores, if not hundreds, of separate charters granted by different states are comprised in the existing franchises of our great companies. The Pennsylvania company, for instance, represents more than a hundred and fifty original lines, each having its special charter or certificate of incorporation. Many of these charters represent conflicting, if not mutually exclusive privileges, and what the charter rights of such a corporation are is a question difficult of solution. only is there a possibility of conflict between the diverse provisions of different charters, but also between the charters and the general laws, although Not in many states the supremacy of general over special laws has been at least acquiesced in, if not publicly recognized. The chairman of the Massachusetts Railway Commission writes that in that state it has been recognized that general laws have superseded the earlier special enactments. This appears especially significant when we remember that, with a few minor exceptions, all the railways of Massachusetts were incorporated under special charters a compilation of which makes a goodsized volume before comprehensive general laws had been passed. This possibility of a conflict between special and general laws is illustrated in the railway history of Michigan. The legislature of that state, in 1898, created a commission composed of the railway commissioner and two state officers to negotiate with certain railway companies of the state operating under special charters, for the purpose of ascertaining upon what terms the companies would be willing to surrender their charters. While the question of the amount of taxes these companies were to pay was the immediate cause of this action on the part of the legislature, a similar situation with respect to the other question is by no means an impossibility. No further reference is here made to this difference between the railways and the state, because it involves the question of taxation, which constitutes a special branch of inquiry too large for treatment in this place. Early General Laws. In the chapter on early 1 Private correspondence. charters reference is made to a law of Massachusetts of 1808. In 18331 the legislature of that state enacted a law "defining the rights and duties of railway corporations in certain cases." This law was included in a larger act on canals, turnpikes, and railroads. The law of 1833 also embodied the idea of a preamble by specifying that petitions for the construction of a railway shall be accompanied by the report of a competent engineer. Connecticut,2 in 1849, adopted a fairly comprehensive amendment to the earlier act relating to railroad companies. In the first section this law provides that all railway companies shall be subject to general laws, except when otherwise specially provided for. A similar provision to that found in Massachusetts was embodied in the law providing for the report of a competent engineer in connection with the petition for a charter. The usual provisions with respect to organization, shares of stock, location, annual reports, and other financial affairs of railway companies were provided for. In Maine3 a general law adopted in 1841 contained the following section: "No petition for the establishment of any railroad corporation shall be acted upon unless the same is accompanied and supported by the report of a skilful engineer, founded on actual examination of the road and by other evidence, showing the character of the soil, the manner in which it is proposed to construct said 1 Laws, 1833, ch. 187 and Rev. Stat., p. 342. 8 Rev. Stat., 1841, ch. 81. railroad, the general profile of the country through which it is proposed to be made, the feasibility of the route, and an estimate of the probable expense of constructing the same. The petition shall set forth the places of beginning and ends of the proposed railroad, the distance between the same, the general course of said railroad, together with the names of five towns through which the same, on actual survey, may be found to pass." This provision is typical of analogous clauses in the laws of other North Atlantic states. By 1848 Maine granted charters containing only a few sections, together with the additional statement that "all the privileges and immunities usually granted to such corporations" shall be delegated to the company thereby formed. New Hampshire1 adopted a general law in 1843 dealing with expropriation, crossings, fences, contracts among railway companies, and so on. The year following, "An act to render railroad corporations public in certain cases, and constituting a board of railroad commissioners" was adopted. The commission established by this law was empowered to lay out routes on petition only, to inspect roads and railway accounts. Vermont enacted similar laws in 184647 and 1849, the latter being quite a comprehensive general law. New York, which is representative of the Middle States, had passed thirty general laws before 1834, beginning with an act to prevent injury to railroad 1 Laws, 1843, ch. 142. property and insure the safety of passengers. These laws embraced subjects like the relation of railroads to canals, highways, Indian lands, taxation, maps and profiles, contracts, loaning the credit of the state, carrying mails, junctions, baggage checks, altering lines, transportation of freight, suits against companies, destruction of noxious weeds, and such like. A law of 1843 compelled railway companies to report annually to the secretary of state. Like the New England states, New York declared the "public use" of a railway, and demanded proof that the proposed railway was of "sufficient utility to justify the taking of private property" in accordance with the provisions of the general law authorizing the organization of railway companies. By 1848 New York had worked out a fairly comprehensive general law, but it was not until 1850 that what may be called the fundamental law of the state was adopted. (The New York law of 1850 was transcribed, with the exception of a few sections relating to the Erie Canal, by the legislature of Wisconsin in 1853, which, however, failed to pass the bill.) The law of 1850 forbids the organization of corporations by special acts, except for municipal purposes and in cases where, in the judgment of the legislature, the objects of the corporation cannot be obtained under general laws. In addition, it contains among others, provisions relating only to the organization of railway companies, subscription and forfeiture of stock, transfer and increase of stock, expropria |