"Such consent in this case will be implied, unless the implication is negatived by express legislative declaration of the public policy of the State.
"As the laws of Ohio allow an individual purchaser to hold, maintain, and operate the railroad—which individual might be a non-resident—and as there is no policy established by legislation or by a judicial construction to disable a corporation of another State having the requisite capacity from doing so, the case comes clearly within the principle on which nearly all the acts of corporations in other States than those of their creation are sustained by the courts as lawful.
"The rights of the State of Ohio are not violated; for it is by her consent that these powers will be exercised within her dominion. That consent could have been withheld. I do not say that it might not be withdrawn by legislation, not so as to divest rights of property which accrued while it existed, but so as to produce inconvenient consequences to the tenure of the corporators: nor will I advert to the fact that a vast number of transactions are daily carried on in some of the States by corporations of other States, subject to the same possibility, or that in some States, as in New York, most corporations exist subject to full legislative power to repeal the act conferring the franchise.
"For I have not doubted—I have uniformly expressed the opinion that in a case of the peculiar nature and vast importance of the present it is wise to obtain an express consent.
"Shall that consent be given by special act or general law? Would it have any effect on the extent of the liability of the corporations?
"The essence of the corporate character is that several individuals are united in one body—enabled to exist and act as an artificial person created by law, the members of which can change without impairing the identity of that body of person.
"The code of regulations, according to which it exists and acts, which fix its modus is incidental to that creation.
"Its other powers, which may be and often are possessed and exercised by natural persons, are not, strictly speaking, corporate powers, such, for instance, as making discounts, granting insurances, operating railroads; there is nothing in the nature of these powers which necessarily confines them to corporations. They are not of the essence or of the incidents of the corporate character. I think the prohibition of the Ohio Constitution that 'the general assembly shall pass no special act conferring corporate powers' is a mere paraphrase of the prohibition of the New York Constitution, contained in the following provision: Corporations may be formed under general laws, but shall not be created by special act, etc. The next clause of the Ohio Constitution provides that 'corporations' may be formed under general laws.
"The provision was, in the main, copied from the Constitution of New York. The modification of details accounts for the change in the collocation.