They must sometimes give the charter where they ought not to give it, and withhold it where it ought to be granted. Well, how will you avoid that result? Instead of requiring that every individual or association shall come and apply for the privilege of corporation, and that no person shall have it unless he has the special favor of the legislature, you will say, by this proposed amendment, that the legislature shall make a general law, and when it is made, that those who conform to it, shall have the privileges and benefits of it. That is all we need say in regard to any business corporation, all that the legislature need do, and all that the people want. This will not destroy competition, nor check industry. The interest of the public consists in opening all business to competition, and that interest only wants to be guarded against fraud, and the injury which may arise from persons recklessly, unguardedly, or with fraudulent or speculatory intention, engaging in those various combinations of business which come to the legislature for charters. Can anything be more simple than to say that general laws shall govern them in all cases? and then make the general law safe and practicable.

If you do this, the legislature, which has well been considered as a nuisance, because of this very kind of endless and conflicting special legislation, will cease to be such, and you will be able to confine its sessions not only to one hundred days, but much within the hundred days. Take, for illustration, the action of the last legislature— and I do not mean to censure that legislature, because I believe that whatever fault is connected with it, was, to some extent, the fault of our system, rather than the fault of the individuals which composed it-I say, if you look over the whole course of proceeding of that legislature, you will find there never was a body that labored harder than they did; but they were working upon the miserable issues brought before them, and they were working upon a false system, namely that the legislature is assembled every year to legislate upon every man's particular business, instead of framing general laws, and then leaving every man to take care of his own affairs. Unless we strike down this sort of special legislation, the legislature, because of the increasing business and enterprise of the community, which is constantly accumulating, must go on, not only during the one hundred days, but from day to day, and become not only a general court, but an everlasting and unadjourning court, the mere makers, managers, and agents of special incorporations.

Now, as to the practical operation of this principle. Is this sort of legislation wholesome or

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necessary? I think there are some business men here, within the sound of my voice, who know the practical operation of business interests of this sort, and who begin to perceive that Massachusetts has gone too far in special legislation. Take, as an illustration of the practicability of general laws, one interest, to which the attention of men of science and business, having large commercial views, has been recently directed. I mean the great copper interest of the West, which is growing up in this country. Why, Sir, in a very little while, the copper of the United States, by reason of its great superiority and productiveness, will supersede that of all other parts of the world. In all the great manufacturing marts of the world, the copper of America will become as common, and as much in demand, as the best staple cotton of the United States. But all the resources of this material, which lie all around the northern lakes, are being developed under one simple general law of the State of Michigan, which does not occupy more than a page or two upon the statute book; and there is now invested, under that general law, millions of capital and industry; and I undertake to say, invested with as much security and profit as it could be under any special act of incorporation upon the statute book of Massachusetts; and invested, too, with as much safety and security, not only to the companies, but to the public. One general law has done all this, and nobody has complained of any fraud, or any danger of fraud, from it, except the tendencies of all business to speculation; and the stocks of these companies are just as good in our market, as are the shares of the Lowell Railroad, or the State Street banks. Now, if all this has been done by this young State of Michigan, having these rich resources within her bosom, why cannot the same thing be done by the old, experienced, and intelligent State of Massachusetts ?

I say, Mr. President, there cannot an argument be fairly raised against the proposition that general laws should be made, to enable persons to associate together for the purpose of performing all business transactions which can be performed under general laws. What gentleman contravenes that proposition? No one can.

What do you need to provide for in these general laws? You want simply to give corporations the power of succession, that vital principle that will never let them die out; you want to alter the mode of administration, in regard to the real estate which may belong to them, so that when one member of the corporation dies, it shall not work the dissolution of the corporation. These are fundamentally the whole principles which you need to insert into these general laws, with, of

ing such a thing as that, directly, and yet, the people have sent legislatures here for seventy years, that have taken away from her in that period of special legislation, her thirds of almost one-third of the real estate of the Commonwealth of Massachusetts, and thus violated that great principle of the common law of England, that under no circumstances shall a woman be deprived of her right of dower. That is, of itself, reason enough for requiring general laws as to corporations, and for guarding against their operation in depriving woman of her dower in lands incorporated, or held in copartnership concerns.

[Here the President's hammer fell, under the order of the Convention limiting speeches to one half hour.]

Mr. SARGENT, of Cambridge. I suppose, Sir, that in this case, as in all others, we are first to consider and ascertain whether any evil has arisen under the present Constitution, and, having ascertained that fact, if we find such evil has arisen, we are then to determine what is the proper remedy.

The gentleman from Oxford, (Mr. De Witt,) this morning, if I understood his argument rightly, stated that a very large portion of the taxable property of the State, was now in the hands of corporate companies, and that, in 1840, it amounted to two-thirds the whole taxable property of the State. This, I understand that gentleman to assert, to be an evil. And he says it has grown up at the expense of the small towns. Sir, is that position correct? Is the position that this is an evil, burdensome upon the small towns, correct?

First, has it depreciated the property, or injuriously affected the interests of the inhabitants of the small towns? If it has not, then, in that point of view, the small towns have not suffered.

Again, when you apportion a tax throughout the Commonwealth, do you find that there is oppression of the small towns, growing out of this system? Do they not, on the other hand, find it a great relief? Is not their proportion of the taxes greatly diminished, by the increase in the property of the Commonwealth, which has accumulated under this system of corporations? If the answer be yes, then I hold that the argument of the gentleman from Oxford, altogether falls in this respect.

The gentleman for Wilbraham, (Mr. Hallett,) adduces, as another evil growing out of the present system, that it deprives the widow of her right of dower. Now, is that an evil which ought to be remedied? It may be an evil, so far as those acts of incorporation cover real estate, and convert it into personal property.

The gentleman proposes a general law, as the

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proper remedy. Now, will a general law remedy that evil? or will it remedy the evil complained of by the gentleman from Oxford? If, under special charters already granted, one-half, or twothirds of the property of the Commonwealth is | already covered, and, in that is included a large portion of real estate in which the widow is deprived of her right of dower, I ask you, if the remedy proposed, either in the Report of the Committee, or by the amendment of the gentleman from Oxford, is calculated to remedy or lessen that evil, and restore to the widow her right of dower. Will it not have directly the contrary effect. Will it not, by adopting a general law, open the door through which every acre of land in the Commonwealth may be brought under acts of incorporation, and thus deprive every female in Massachusetts, of her right of dower. I do not understand that either the gentleman from Oxford, (Mr. De Witt,) or the gentleman for Wilbraham, (Mr. Hallett,) propose to limit this right of incorporation; but, on the other hand, they propose to enlarge and extend it. If, then, it is an evil, as now limited under the proposed Constitution, I ask if that evil will not be increased just in proportion as you enlarge and extend the power?

I believe, I have always believed, that the interest of Massachusetts, in all her acts of incorporation, and, indeed, the very success of those corporations themselves, has depended, in a great degree, upon the fact, that the legislature held a wise controlling power over every special act they granted. And, I believe that the moment you yield up that wise controlling power over these corporations, you will place the interest of the Commonwealth in jeopardy, and just so far as you place the interests of the Commonwealth itself in jeopardy, to that extent you place the interests of all its citizens in jeopardy. I hold, then, that the remedy proposed, instead of removing the evil complained of, will increase it.

First, it is alleged that too much property is already vested in, and under the control of corporations; but this proposition will open the door for a larger amount to be vested in them, than under the present Constitution.

Second, it is alleged, that under the present provisions of the Constitution and laws, the rights of the widow are taken away. Now, it seems to me, that by the proposition before us, the door is opened for every acre of land in Massachusetts, to be brought under acts of incorporation. I do not believe that such a thing would ever take place; but you will enlarge the amount of property vested in these corporations very much. I therefore think the measure which is

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Saturday,]

here proposed, will not remedy the evil, but rather increase it, and I hope it will not be adopted by the Convention.

Mr. FROTHINGHAM, of Charlestown. I am in favor, Sir, of the resolution now before the Convention, but not for the precise reasons which have been adduced, however much force there may be in those reasons, but for others which appear to me to be conclusive. Before I proceed, however, I desire to ask the President if the whole subject is under consideration?

The PRESIDENT. The amendment of the gentleman from Oxford, (Mr. De Witt,) opens the whole subject for discussion.

Mr. FROTHINGHAM. I understand, then, that as the matter is now before the Convention, if this proposition be adopted by the Convention, and approved by the people, they will then say to their agents in the legislature, that, in reference to the principle of granting acts of incorporation, it shall be done under a system of general legislation, whenever it is practicable, and not by means of special charters given by the legislature, which has been the policy heretofore acted upon to such a great extent in Massachusetts. I am in favor of laying that down as sound policy.

Now, Sir, say what we will in favor of the advantages of individual enterprise, the corporate principle is valued highly by business men. That is the practical fact, and there is no denying it. It is seen in all the various operations of business. It is seen here in this State, where it has been carried to such great lengths, and it is seen in every other State. Wherever the progress of things carries American principles and American enterprise, there is seen a tendency to adopt this corporate principle, this custom of association and organization of effort. And why? Because, at the bottom, in itself considered, it is a democratic principle. It is a simple way of getting together the means of men of small capital, and thereby combining and accomplishing objects which they otherwise could not accomplish. That is the principle of association in business matters. The tendency is, to carry this to a great extent. Pushed to its extreme point, it is communism, socialism, or what is generally understood by those terms. But here, as we have it in Massachusetts, and in all the States of this Union, it is nothing more than a principle by which men with small means can combine and accomplish those objects which they could not otherwise accomplish, but which would have to be left to the heavy capitalist.

Now, Sir, I am in favor of laying down this as the general policy of Massachusetts. Then, instead of being used only by those who succeed in making out a case, as it is called, before a com

mittee of the legislature, or before the legislature itself, and in this way of being obtained as a privilege, that it should be open to all, as of right, under a system of general laws. This will take from the practice its monopoly feature, and substitute for it the just feature of equality; giving to all equal chances. What now is distributed as patronage, as matter of favor, political or otherwise, will then be at the option of all, as matter of right.

Such a policy will have to commend it the consideration that it will be in accordance with that internal freedom of action which has done so much for Massachusetts, and for the country; and it will also be carrying out the legitimate functions of government. It is not the true province of the latter to meddle with, or control private interests, to act as their director and guardian, and exercise a paternal care over them. It has even proved itself a poor regulator of the pursuits of business. Interest is sharp enough to look out for itself, and all experience has shown, that when government travels out of its province to become the ruler instead of the agent of the people, it has mistaken its office.

Now, it has been this individual freedom of action, which has contributed so much to promote the material prosperity of Massachusetts, and of the country. If there is any one thing more than another which has contributed to build us up in this State, it is that large measure of internal freedom as to trade, as to manufactures, as to commerce, and as to all the industrial pursuits of life, which the people of Massachusetts have exercised to a very large extent. This remark will be found to be true, notwithstanding the restrictions which, in our early history, were placed upon business. It is said by legal gentlemen who have looked into the early laws of our colony, that the people here were at least one hundred and fifty years ahead of all the world besides, in relation to penal laws, and the same thing is true also in relation to business laws. Now, I know what may be said in answer to this. I know it may come up in the minds of many, as this remark is made, that there will be found upon the pages of our statute books ridiculous provisions of law for regulating business. But the true point is, not what there was in Massachusetts alone, but what elsewhere was customary at that day; what, for instance, there was in the old country, at the time our trade and commerce first begun. If the state of things over the other side of the Atlantic at that time, be examined, it will be seen what were the rules and regulations and restrictions imposed by the governments of the old world, upon all the trades and avocations of life. The paternal sys

tem then and there, was in full operation. It will be found that the great end and object almost, of those governments, in their assumptions, were to regulate, restrict, and control the business operations of individuals. It was assumed, with respect to the farmer, the mechanic, and the laborer, that they had not sufficient intelligence or business faculty to take care of themselves, but that they needed to be cared for, like so many children, as to all the minute relations of life. It was held, that such care was necessary for the common good, for the safety and even existence of society. This was, in brief, the doctrine of hereditary legislators and rulers, who claimed the divine right to rule the rest of mankind, and to extort monstrous sums for their services. And they exercised this right freely. There was not a business pursuit in the mother country at the time Massachusetts was settled, that was not absurdly and wantonly regulated. There was not an article that could be used on the table, or on the person, or on the farm, or in the workshop, that either was not the subject of some monstrous monopoly, or some absurd restriction, as to manufacture and sale, and all were fortified by penalties. And this was carried, too, into regulations as to laborers' meat, and drink, and wages.

Now, Mr. President, it was under such a state of circumstances, that the farmer, the mechanic, and the trader, commenced here in Massachusetts. It was when monopoly and restrictions on trade were in their carnival, and, to judge the early people of this State rightly, this should be borne in mind. Another thing may be worthy of remark. When legal gentlemen praise the early penal legislation of Massachusetts, and when others, with equal justice, praise its business legislation, let the credit of the great and undoubted advance it all shows, be placed where it belongs. For two or three generations, the general court was composed solely of farmers, mechanics, traders, and laborers. Without intending to reflect on the great profession of the law, it may be well to remember, that for many years the people and laws too, would not allow a lawyer to be a member of the general court. Hence, it is to the common sense of these classes, that we owe the comparatively liberal legislation under which our infant manufactures thrived.

Very early in the history of our government, the general court, in the face of this old world restriction, passed one short act, if I remember rightly-and I think I remember the whole of it -saying exactly what it is now asked should be put into our Constitution. I cannot speak with precision, as to the exact words, for I have no brief or notes before me, not expecting to speak

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upon this subject; but it was about 1640, or thereabouts, the general court of Massachusetts passed an act, in which it was ordered that there shall no monopoly exist amongst us, except as to authors of inventions, and to them only for a short time. That was the whole of the act. And, from that day to this, there has been a constant tendency, upon the part of the business of Massachusetts, to relieve itself from those absurd restrictions, which were, from time to time, imposed upon it, and which were derived from the mother country.

Now, Sir, I am in favor of carrying out the idea, that here, in Massachusetts, there shall be no monopoly amongst us, in relation to corporate rights. I am in favor of saying, that, whatever advantages there may be in them, they shall not be confined to those who now enjoy them, but that they shall be enjoyed by all who choose to take advantage of them-thereby taking the matter out of the category of privilege, and putting it upon the ground of right.

But, Sir, we have tried the experiment, to some extent, here in Massachusetts. I think there are, upon your statute books, general laws in relation to the incorporation of lyceums, cemeteries, and other objects of association. I do not know in how many cases the system of general legislation has been applied. Take, for instance, one of the late acts passed by the legislature, by which any individual may go to a probate court and have his name changed, whereas, it used to be necessary for every individual who wanted to change his name, to apply to the legislature for that purpose.

Then there is another general law in relation to closing the concerns of corporations. I do not believe there is but one opinion about the wis. dom, the safety, and the soundness of that law. It is a short act, but it provides that, when a corporation closes up its proceedings it shall pursue a certain course, by application to the supreme court. That is about the extent to which this system of legislation has been carried in Massachusetts. But, look at the neighboring State of Connecticut. Look at New York-look at Michigan-look at nearly all the Western States, and it will be found that general laws have been applied to nearly every kind of business concerns.

Now, if I understand the objections to this principle, they all centre in about this: that it is the duty of the government to see that unworthy individuals do not receive from the legislature power to cheat other individuals. I believe that is the whole objection-the whole ground of hesitation-upon the part of those gentlemen who | oppose the adoption of this resolution. They