"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 All general laws and special acts passed pursuant to this section may be altered from time to time or repealed.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."