—yesterday, in judging whether the legislature should be prohibited from loaning the credit of the State, the Convention decided that it was certainly a very high power to give to the legislature, being no less than the control of the whole property of every man in the State. But, after all, it should be intrusted to the hands of the agents or servants of the people, and without restrictions; but I will say, Sir, that I was against the restriction proposed yesterday, and I wished that the resolve could have arrived to its third reading, chiefly, though not solely, with the hope that some amendment might be proposed, which should forbid towns to exercise a like control; but that is not exactly to the point here. It is unnecessary for me to say whether I think that the plan of a general framework established by a general law, is the best plan, or not the best plan; it is unnecessary for me, either to take issue with my colleague, or to agree with him as to that matter, because, Sir, I go behind all that. Why, Sir, admitting, if you please, that the plan of granting special acts of incorporation is wrong, and that we should make a general law by which people could come in and make corporations for themselves, why not leave it in the hands of the legislature? The legislature have shown themselves entitled to the confidence of some gentlemen who have spoken before me, in establishing that system; and why should we not be willing to let things stand as they do? Why should we tie up their hands while the experiment is in process? Now, Sir, as to granting special acts for corporations, we are told that millions of property is in the hands of corporations, and of its effect upon the labor of the community, and the personal relations of men. Whatever results from corporations, results from anything that is a corporation, whether individuals make it themselves, under a general law, or the general court makes it for them, by a special act. I will take occasion here, to say, that I have always acted upon one rule-and I humbly think it is a good one, after much reflection, and some opportunities of observation-and that is, to be very liberal in granting charters of incorporation, but very careful in reserving control over those charters; and that has been the policy of the legislature of late years. The 44th chapter of the Revised Statutes gave the legislature power over all charters. I do not wish to disturb that, for my part; and if gentlemen wish to stereotype it in the Constitution, I do not think that I should have any objection-certainly, none strikes me now. I think more especially should some such provision be made in reference to municipal corporations; for, a little while ago, the charter of the city of Lynn

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came very near slipping through, without any such effectual provision, and upon a different footing from all the other city charters in the Commonwealth.

I come back, after all, to a repetition of my first reason, that the matter had better be left to the general court. One or two years since, they thought it would be best to pass general acts. The legislature have done this, and they will persevere in it, unless the wants and interests of the people require otherwise. I am by no means prepared to say, that general acts-everything, of course, depends upon what their provisions arewill be the best, the most convenient, and the most proper way of proceeding, in regard to this matter. I have full confidence in the wisdom of the legislature, that they will be quite as good judges as I am. As to the general effect of corporations, all that I have to say is, that if the property of the State is locked up in their hands, the legislature keeps the key, and I presume always will keep it; and I have no objection that it should be so; but, I think that we may safely leave the matter as it stands in the Constitution. We should probably have no greater evils than we have had; and, if any new evils should appear from leaving the legislature its present license, I think the people will do what is necessary to restrict them. If that should be so, and if some future exigency should arise so as to require their action, I would not tie up their hands either way upon the subject irrevocably.

Mr. WHITNEY, of Conway. I know, Sir, that the Convention are impatient to take the question. I am fully aware that there is running through this Convention a strong desire upon the part of many members, to limit our discussions, so that we may act, as soon as possible, upon the questions which yet remain to be acted upon by this body; but I desire to say a few words, and I think that I have special claims in this particular case for a few moments of your time, before final action is taken upon this question. I had the honor to be upon the Committee who reported the original resolution, out of which the amendment, now under discussion, has grown, and I regard this subject as one of the most important subjects that can come before this Convention. I do not agree with those gentlemen who say that our system in Massachusetts, hitherto, has been a perfect system, although it has produced some very good results. The gentleman from Boston, on my right, (Mr. Schouler,) and the one before me, (Mr. Gray,) say that the legislature, in granting special acts of incorporation, has been careful to investigate the cases, and to keep the control of these companies. I grant that; but would it have

been otherwise under a general law? The gentleman on my right says, that under a general law, any special breach of that general act by a particular corporation, would necessitate a repeal of the general law. If that gentleman had reflected with his usual sagacity and judgment, he has too much good sense not to know better than to have made such an allegation here. The gentleman knows, full well, that the legislature can pass a general remedial or penal law, applicable to corporations as well as to individuals. A general law can be passed, by which, if companies violate their charters in any single particular, either by working more hours in a day than your law provides for, or in any other way,—by any breach of right, justice, or law,-the corporation can be made indictable, and punished, by taking away their charter; or, by punishment of their directors and stockholders, they can be made amenable. If the gentleman had reflected for a moment, he would have seen that his objection was groundless. I would ask gentlemen here, to bring this matter home, and see what we have here in hand. The gentleman from North Brookfield, (Mr. Walker,) has argued the general doctrine of corporations. I will agree with him in the main; but that is not the question here, before the Convention. I take it for granted, that the advantages growing out of associations under the form of corporations, are such, that the system is to be continued, to some extent, in this Commonwealth, under one form and mode of making laws, or another; and now, the question is, to what extent it shall be continued, and how? whether by a system of special acts, or by general laws? not whether you will apply all the principles of corporate action, by a general law, to mechanics, and tavern-keepers; but, in what manner shall it be applied, in all cases, where its application is proper? Shall the legislature assume to deal out these acts to a few of our citizens, as special favors, when they belong, according to all the principles of your original Constitution, and according to all the principles of justice, to the whole people of the Commonwealth, as a right? I undertake to say, that gentlemen have not met the issue here. It is not what the general law shall be; but, whether there shall be a general law, open and accessible to every citizen of the Commonwealth alike?-whether it shall be, in the language of the declaration of your Constitution, in article ten, of the Bill of Rights, which says that, "each individual of the society has a right to be protected by it in the enjoyment of his life, liberty, and property, according to standing laws?" Now, Sir, this is a property question. The question is, whether all the citizens of the Common

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wealth shall have the same rights and privileges to associate together for the purpose of acquiring property? And I undertake to say that you violate the principles of equality, and right, and justice, and the declaration of the present Constitution, as much in denying me the right to associate with my fellow, under a general law for the advantages of corporate action, as though in a case where my life, or my liberty, was concerned. You should not deny me the same right of trial which you give to other citizens. I claim, that whatever right you grant to any other man to acquire property, either by a special charter or by a general law, you should grant me a like privilege, and a like opportunity. That, Mr. President, is the question before us.

I took down some of the remarks of the gentleman this morning, with a view to reply to them, and if the Convention will indulge me for a moment, I will briefly refer to them. The gentleman from Boston who first spoke, says that this proposition favors corporations. That may, or may not be so. It depends upon the general law that you may make. If it favors corporations, with proper and suitable restrictions, I am in favor of it; for I take issue with gentlemen who say that corporations are necessarily monopolies. They are only monopolies inasmuch as you make them exclusive. They are monopolies under your system of special charters; but, open them to every citizen, and they cease to be monopolies. A monopoly is to give to a man the control of the manufacture of any particular article, or to give to him exclusively a market for the sale of any particular thing; which privilege you deny to other men. In this exclusive privilege consists the monopoly. Now, if this leads to the increase of corporations, properly constituted and guarded, and so created that they shall not interfere with individual rights, or the rights of towns of this Commonwealth, then I go for the creation of such corporations. Every gentleman is aware, that in the neighboring States, the people are engaged in diversified and prospering manufactures, built up under a self-associating system of general corporation laws, which have greatly promoted the wealth of the citizens of those States, individually, and in contributing to their individual wealth, has contributed to the aggregate wealth of these several States; while in Massashusetts, we have trampled down enterprise, by the delays and fluctuations of our legislation, sometimes denying charters, and sometimes granting them with great liberality, while other States have left their citizens free to incorporate themselves. Look at the State of Connecticut, for example; and, notwitstanding our Lowell, and Salem, and other large manu

facturing towns, the fact appears that they manufacture more on the head, in regard to population, than we do, with all our privileged corporationsI believe largely more. Sir, they have gone into every kind of manufacture, from the very smallest pin, and hook and eye, to the fabrics themselves which these little articles are used to fasten. The State of Connecticut is dotted all over with manufactories, which have grown up under the general law of incorporations in that State, which has never worked any evil to anybody. Half a dozen men can make themselves into a corporation there, and go to work any day. But how is it here? If half a dozen men want to go to work to-morrow to manufacture pins and needles, they have to wait until next January, and then they have to come to this House and satisfy the legislature that they have a kind of claim to enter into this sort of business. Sir, who can truly and reasonably say, that the legislature, as a body, are better judges of what individuals can do for their own profit and advantage, than the individuals are themselves? Who would take the opinion of the legislature, in regard to a piece of paper which he wanted to get discounted at a bank? Such a system of law, Sir, is not founded either on equity or common sense. It is good for nothing. I know well enough how charters are obtained here. We all know that our legislative opinion and action is variable on this subject. Some legislatures are in favor of almost all incorporations, and freely grant special charters, while other legislatures withhold acts of incorporation altogether. But, let me go back a moment to the manufacture of needles. If I was in the State of Connecticut, or New York, or Ohio, or in two-thirds of the States of this Union, I could go to the capitalist, if I was a mechanic, and understood how to make these needles, and could associate with him, putting in my hundred dollars, and my skill, and he, perhaps, his thousand dollars, and we could start a manufacturing establishment to-morrow. How is it here? Why, Sir, as I before said, we must wait until January next, and then we must come up here by a lawyer, and go before a committee of the legislature. We must first satisfy them that it is a good enterprise. We must fee a lawyer at a nameless amount-sometimes more, and sometimes lessto present the case before your committee. If we happen to meet with a man desiring a like privilege, for the manufacture of some other article, why we may join him, and drive a bargain together, with some members of the legislature, the friends of one measure joining the friends of the other to insure the passage of both, and possibly by the end of next March, we

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may get our charter granted. But, Sir, if I was a party concerned, and knew the business, and wanted to make money speedily, I could slip into Connecticut and start a manufactory, and become well established, while other parties were hanging on here in the endeavor to obtain a charter.

Mr. SCHOULER. I would ask the gentleman from Conway, if he is not aware, that we have a general law in the State of Massachusetts, in regard to corporations.

Mr. WHITNEY. Yes, Sir, we have a law, and it is a general law, and the gentleman will find that there are nearly fifty corporations organized under that law; and, if you go into the interior towns of the Commonwealth, you will find that they are doing a successful business under that law. I grant that; but they come here, and ask for special charters, he says, notwithstanding, and for what purpose? Why, in order that they may dodge the wholesome provisions of that law. That law requires that the name of every stockholder in a corporation, shall be entered in the books of the town clerk, where the corporation exists, in order that it may be known whether the corporators are solid men, or men of straw. It is also necessary, that when any transfer of stock is made, such transfer should be entered in a similar manner, in order that the public may not be cheated. And now, Sir, that law is in successful operation, and nearly fifty small manufacturing establishments are in operation under it. Possibly some eight or ten of them, have since incorporated under special charters. A gentleman from Springfield, told me, a day or two ago, and he is a large holder in corporations, and knows pretty well how the thing works. He told me, that while he favored a general law, on the ground that it was better for all, and more equal yet, there were sometimes peculiar advantages in having a special charter. As an instance of this, he mentioned, that being desirous of forming a steamboat company in Connecticut, instead of organizing it under the general law, he happened to find an old special charter, and had the company organized under it, simply because it was less restrictive, and attended with less trouble, and the charter was more liberal than the general law. Nevertheless, said he, the general law would have answered all our purposes, and we should have organized under it, had we not found this old special charter.

The main objection I have to these special charters is, that they interfere with private enterprise, whereas, a general law places all upon the same level. There is no fear of getting a general law, that will interfere with private enterprise, half as

much as your special laws will do, because, in passing a general law, it is brought to bear upon every member of the legislature. A general law affects the whole community; and, as it is good or bad, so each member must answer to his constituents, according to his vote. But, when a member gives his vote in favor of a special law, which is but of limited application, his constituents probably know nothing about it, and, if they did, they might not care about it, unless they were particu. larly interested themselves. In such case, a vote costs a memar nothing; and, as the gentleman from Taunton said, the other day, every-body knows that there is a predisposition in the human heart to accommodate a neighbor, when a man can do it so easily and cheaply as by giving a vote that will not bring himself into conflict with others. But, in case of a general law, applicable throughout the Commonwealth, and to bear upon all parties and all sections of the Commonwealth equally, it would be matter of general concernment, and men would bring their minds to bear upon it, and hence it would, in all probability,

be the best law that could be framed.

The gentleman says, that those parties desiring charters, should come before the legislature and make out a case, before they should obtain one. I take issue with the gentleman there. There is in my town a cutlery establishment, which was founded last year under our general law, and it was formed by mechanics and artisans; men who were at work for a wealthy individual; and they came up here and petitioned to be incorporated in a town on the eastern side of the Connecticut River, but they failed to obtain their charter. Why did they fail? Because, they were poor mechanics, and could not reach those higher sources of influence. They did not obtain their special charter; but, since the general law was enacted, extending the right to individuals to self-incorporate, whether possessed of much or little property, these men came together and put in the little money which they had, and became stockholders in that corporation, and are now doing a good business, manufacturing, so far as I can learn, the best cutlery that is made in the State of Massachusetts. Now, Sir, I undertake to say, that these men should have that right; that you should not grant to the wealthy capitalist a special privilege of corporate action, and deny to the laborer the right to associate with his fellow laborer, under a general law.

Something has been said, in the course of this debate, by gentlemen who spoke when the subject was under consideration the other day, about the danger of arraying corporate wealth against your amended Constitution. I wish to allude to

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this, in passing, as I thought it possible that it might have a little influence upon some reformers in this Convention. For myself, I do not believe that that intimation is entitled to any weight whatever. I do not think that we sit here legislating under the fear of corporate wealth. I do not believe that we will admit it to ourselves, for a moment. And, if it were true-which I trust it is not-I believe that corporations, managed by sound and judicious men, will prefer a sound and safe general law for the creation of corporations, rather than a system of special enactment. I believe that corporators generally are in favor of it. I do not believe that they will array themselves as a class, against your principle of general law; but even if they should so array themselves, who doubts where the victory would rest? Possibly these corporations may have their influence in this hall; but, let them once array themselves as a class, against the individual rights of the citizens of Massachusetts, and these corporations will soon go to the wall. I say that there is no fear here; corporators may be too strong for your legislatures, they may be strong in this Convention, but they are not yet stronger than the masses of the people; and, farther, I hold that this was one of the main reasons why this Convention was called. We have talked about matters here that are small in importance, when compared with this; and, if you will refer to the document which has been so often referred to-I have not examined it myself until this morning, and I regret that I have not had time to examine it better, and I must confess, also, that I was not aware, until now, that it had taken such decided ground upon this subject. I refer to the report of the committee upon the subject of this Convention, written by the able gentleman for Erving, (Mr. Griswold). I say if gentlemen will refer to this document, which is the report of the joint special committee of the Senate and House of Representatives, to whom was referred so much of the governor's message as related to a revision of the Constitution of the State, they will find that this was distinctly put forth as one of the issues before the people, in calling this Convention. I will ask your attention for a moment, to what is herein assigned as one of the reasons for bringing this Convention together :

"The Committee submit, that the Constitution should provide for general instead of special laws. How far this principle shall be made to apply to specific subjects, will remain, of course, for the

Convention to settle; but we have no hesitation in saying, that banks, railroads, manufactures, and insurance companies, may be safely subjected