TILDEN TO HIRAM SIBLEY
"Greystone, Feb. 27, 1886.
"Dear Mr. Sibley,—I have received your interesting letter. The newspapers are correct in saying that the 9th of February is my birthday, but some of them are quite astray in saying that I am seventy-nine years old. I was born the 9th of February, 1814, and was seventy-two years old on my last birthday. Although seven years younger than you are, I can readily believe that you are practically younger than I. You have not done so much as I to exhaust the vital powers, and have not so large a debt to pay for strength borrowed and consumed in advance. My eyes are extremely good, and enable me to pass most of my time in reading; my ears are both of them much more acute than those of most people. The doctors tell me that every vital organ is in strong and sound condition. But I have been for some years greatly annoyed by a mysterious malady of some of the nerves of motion, which imparts a tremor to my hands, and impairs my voice so that I lose most of the pleasures of conversation.
"I have also read the brief biography of your life and doings which you were kind enough to send me. It illustrates an example of an active, useful, and successful career.
"Wishing you every blessing of continued health, and prolonged years of happiness and prosperity,
"I am, very truly yours,
"S. J. Tilden."
"ACCOUNTABILITY OF CORPORATIONS[36]
"The governmental policy of the State of New York has been a long while established, that charters of corporations within its jurisdiction, carrying on business for profit, should be subject to alteration or repeal in the discretion of the Legislature.
"The Revised Statutes of 1830 applied that rule to corporations thereafter to be created. A reservation of that power had been previously inserted in the special charters which had latterly been granted. The origin of this reservation was ascribed in an article asserting the repealability of corporate charters, written by Mr. Tilden for the Democratic Review of August, 1841 (Tilden's Writings and Speeches, Vol. I., p. 171), to Silas Wright, who procured the insertion of such a reservation in a charter granted in 1822.
"In the convention of 1846, which formed the present Constitution of the State of New York, Mr. Tilden, from the select committee to whom was referred the report of the standing committee on the subject of corporations, made the following report:
"'Section 1. Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed.
"'Section 3. The term corporations as used in this article shall be construed to include all associations and joint stock companies having any of the powers of corporations not possessed by individuals or partnerships.'
"At the afternoon session on the same day the first section was adopted unanimously, and the above clause of the third section was adopted without considerable opposition.
"The discussion in the convention shows that those clauses were understood to apply to all corporations then existing or thereafter to be created.
"Those provisions stand in the Constitution of the State of New York. They are referred to in a speech on canals and railroads made by Mr. Tilden in the constitutional convention of 1867. The passage is as follows:
"'The convention of 1846, by provisions which it fell to my lot to report, provided, first, in favor of a system of incorporation under general laws, and, secondly, for a supervisory legislative control over the chartered power and privileges of all corporate bodies.
"'In my judgment, those two provisions were, and are, perfectly adequate to secure every public object, however freely we may grant to private enterprise all the powers necessary to enable it to create these great machines of travel and transportation, and to the management of them by corporate bodies, which can serve the public with more skill and economy than the State can. The authority thus reserved to the State is doubtless capable of being perverted by it to private injury and oppression; but it seemed to be necessary to the public safety, and is a trust to be exercised with wisdom and justice.'
"The general Railroad act, chapter 140 of the Statute Laws of 1850, passed April 2 of that year, faithfully executed the mandate of the Constitution. The forty-eighth section of that act is as follows:
"'The Legislature may at any time annul or dissolve any incorporation formed under this act; but such dissolution shall not take away or impair any remedy given against any such corporation, its stockholders, or officers, for any liability which shall have been previously incurred."
"The Broadway Railroad charter was formed under chapter 252 of the laws of 1884, entitled 'An act to provide for the construction, extension, maintenance, and operation of street surface railroads and branches thereof in cities, towns, and villages.'
"The first section of that act expressly provides that every corporation formed under it 'shall also have all the powers and privileges granted, and be subject to all the liabilities imposed by this act, or by the act entitled "An act to authorize the formation of railroad corporations, and to regulate the same," passed April 2, 1850, and the several acts amendatory thereof, except as the said acts are herein modified.'
"In the case of 'The People of the State of New York against Dispensary and Hospital Society of the Women's Institute of the city of New York' (7 Lansing, page 304), a corporation formed 'under an act of the Legislature of the State of New York, entitled "An act for the incorporation of benevolent, charitable, scientific, and missionary societies, passed April 12, 1848, and the acts amendatory thereof,"' was judicially determined to have forfeited its charter by reason of the payment of money as a reward for the use of influence in obtaining an appropriation from the State, and the corporation was dissolved by judgment of the court.
"The authority of the Legislature to repeal a charter is much broader than the judicial authority. It is expressly declared by the Constitution and by the law to be in the discretion of the Legislature. It may be done on moral evidence of wrong-doing on the part of the corporation, while a court could only act on judicial proof. It may be done on grounds of public policy or expediency.
"The bill pending in the Senate for repealing the charter of the Broadway Company and annulling its franchise may do well enough if a Broadway railroad is to exist.
"Whether any holders of Broadway Railroad stock or bonds can be shown to be innocent and entitled to special indulgence, can be better judged of when the investigations are concluded.
"One thing is quite clear. The corruption of public officers in order to obtain possession of valuable franchises at much less than their real worth, can only be stopped by making such schemes impossible to result in any profit.
"A general law should be passed requiring every such franchise to be disposed of at public auction.
"If proofs cannot be found to bring the wrong-doers to criminal punishment, the confiscation of their investment will be a salutary warning to them and to the public generally."