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amount of money in excess of the actual price of the mileage book would seem to be without power, and if without power, it certainly is illegal.

In general it may be said, that which a corporation may do is authorized by its Act of incorporation and all that is done beyond such specified authorization is illegal. It also appears that the powers of a corporation in order to be effectual must be given in clear, plain and concise words and phrases. Nothing can be inferred except by necessary implication from the words used.

Powers not so specifically and expressly given to a corporation will be withheld, for a corporation can take no powers by construction. A questionable power in a charter cannot exist, for if questionable, it is to be decided against the corporation.

Where a construction is to be placed on the phraesology of a char ter, it will always be construed in favor of the public, and against the conporation.

If a corporation assumes or asserts a right to perform a function, whether public or private, or to deprive an individual firm or other corporation of property, even for just consideration, it must be able to show that the requisite power has been bestowed upon it by the unambiguous and unequivocal language of the legislature enactment giving it existence and establishing its powers, with which the language of the charter of the corporation must exactly conform.

Chief Justice Black, in the Pennsylvania Railroad Company versus Canal Commissioners, in 21st Pennsylvania State Reports, declared, "To be in doubt is to be resolved; and every resolution which springs from doubt is against the corporation. This is the rule sustained by all courts of this country and in England."

In 197th Pennsylvania State Reports at page 80, this doctrine is fully sustained in all the severity possible with the same strictures which characterize the opinion of Chief Justice Black in his opinion delivered in the case above recited, as well as in the case of The Commonwealth versus The Railroad, in 27th Pennsylvania State Reports at page 339 and in other opinions which have been delivered upon the subjects of powers of corporations.

This rule of law is generally accepted, and while decisions have been made by courts which seem to shatter the doctrine, yet if corporations are to be controlled at all, the necessity for restricting them to the express powers given is apparent.

This principal of law is equally applicable to the different de partments of the State and local goverment. The Department of Internal Affairs, in this matter as well as in all others, can only move in the direction where the lines have been marked out by the express and specific laws authorizing action and conferring duties.

A step outside of such lines of demarcation is without authority of law and is illegal. A careful research of all laws will be made in vain for any express authority that will authorize a common carrier corporation to make such a demand upon the traveling public as is now in vogue in the sale of the mileage book in question here.

Lying at the foundation of this well adjudicated principal of law and as a basis upon which the validity of all statute laws regulating corporations must be determined, are the following provisions of the Constitution:

Article XVI. "Sec. 6. No corporation shall engage in any business other than that expressly authorized in its charter, nor shall it take or hold any real estate except such as may be necessary and proper for its legitimate business."

Article XVII. "Sec. 5. No incorporated company doing the business of a common carrier shall, directly or indirectly, prosecute or engage in mining or manufacturing articles for transportation over its works; nor shall such company, directly or indirectly, engage in any other business than that of common carriers, or hold or acquire lands, freehold or leasehold, directly or indirectly, except such as shall be necessary for carrying on its business; but any mining or manufacturing company may carry the products of its mines and manufactories on its railroad or canal not exceeding fifty miles in length."

In the absence of clearly expressed powers authorizing the collec tion of a deposit in addition to the usual price for a mileage book, the transaction would seem to the Secretary of Internal Affairs to be clearly unwarranted, unjustifiable and illegal.

In this scheme of enforced deposits, as demanded by the Pennsylvania and other carriers of the Trunk Line Association, there are collected annually millions of dollars, diverted from financial channels and from the capitalization of industrial and individual enterprises into the hands of the common carrier, there to remain as a guarantee that the purchasers of the mileage books shall fulfill all the conditions prescribed by the carrier, and when these conditions are proved to be so complied with to the satisfaction of the carrier, the deposits thus demanded and thus held to be returned to the purchasers.

Assuming that the passenger rate at two cents per mile, or 1,000 miles of transportation for $20, is a reasonable price, and it must be so construed as its establishment is the uninterfered with and voluntary act of the carrier, then where is the justification for placing so grevious an incumbrance upon the commercial world as is done by the demand for a deposit equal to an advance of 50 per cent. in the cost of a mileage book, said advance to be returned or forfeited according as the purchaser may have complied with or disregarded the enforced stipulations of the alleged contract.

It is true that a justification is alleged and this justification was presented with a great deal of force by the General Passenger Agent of the Company at the hearing held in the case. It was then represented that some of the purchasers of the mileage books under the old plan, allowed other people to use the mileage books than those who had purchased them, and in order to do so forgery was committed in that the wrongful user of the book was forced to sign the real purchaser's name when required to do so by the conductor. This of course is wrong, and he who violates his agreement should be made to suffer and he who commits forgery can and should be apprehended, tried and convicted in the courts of this Commonwealth that are organized and maintained for such purposes, and when such persons have been tried and convicted, the punishment provided by law should be inflicted upon the offenders. This is the legal way to dispose of those who commit forgery, but instead of following the line of procedure provided by law, the common carrier places a burden on every purchaser of a mileage book under the pre sent system, whether such purchaser regards or disregards the stipulation contained in the mileage book. Why should a thousand men be compelled to deposit $10,000 with the treasurer of a transportation company, in addition to the usual cost of a mileage book, because one man has disregarded the obligation he assumed when he became a purchaser of a transportation book?

Certainly, neither by express terms, nor by any necessary impli cation have common carriers been given the power to inflict such penalties upon the law abiding people of this Commonwealth. Such an act is nothing less than a usurpation of power and ought not to be tolerated. The demand for this deposit from the purchaser of a mileage book carries with it the idea that every purchaser is dishonest, and that there must be a pledge given by the deposit to insure freedom from dishonest actions.

Assuming that by such theory of power derived from implication, it is entirely legal for a common carrier to place such restrictions upon the sale of passenger transportation and so burden the financial affairs of individuals, firms, associations and other corporations, then it would be equally legal to place similar burdens upon freight transportation, and every shipper, before sending his productions, whether from the forest, the manufactories, the mines, or the fields of agriculture, and indeed, the shipper of all commodities that make up our commerce, could be compelled, in addition to the usual price of transportation, to make a deposit of an amount equal to 50 per cent. of the charge for freight. This is the logical and legal conclusion if the $10., deposit on the mileage book is to be sustained by law. Obviously, this would make such a draft on financial affairs

as to materially affect, if not imperil, the existence of our industries, and cripple the development of the material interests of the Commonwealth.

If millions are taken annually from financial channels in the deposit feature of mileage books, then tens of millions would be diverted from the proper channels by applying the scheme to the transportation of commodities, And, again, if railroad corporations may exercise such arbitrary powers, then every corporation of a quasi public character, or those whose functions are of a public nature, may impose similar restrictions and penalties upon the citizens of this Commonwealth.

At the hearing it was admitted that the Pennsylvania Railroad Company, only one of eight companies in this combination has an average deposit of $400,000 of money thus taken from the channels of trade. This money is kept on deposit and it is thus an exercise of one of the privileges of a banker or of a banking institution. It is true that it is not an exercise of all the functions of a banking institution, but so far as it relates to deposits, it is clearly an exercise of one of the functions or privileges of a banking institution.

If such powers could be assummed, notwithstanding the decisions of the Supreme Court referred to, then the Act of 1846 authorizing the incorporation of the Pennsylvania Railroad would seem to take away the remotest doubt which might exist with reference to the exercise of this power. After providing how this great corporation should organize and prescribing the rule of action in all that pertains to its organization, capitalization, etc.; after the clause which prescribes the powers which that corporation might exercise in conducting the business of a common carrier, is the following provision.

"Provided, That nothing herein contained shall be so construed as in any way giving the said corporation any banking privileges whatever."

If the assembling from the public of $400,000 as an average amount of deposits, under the circumstances and conditions understood, is not exercising one of the privileges af a banker, the transaction is not easily comprehended, and if it be one of the privileges of a banker to receive and hold deposits, then the Pennsylvania Railroad is by its Act of incorporation strictly forbidden to do so, for it is specifically said that it shall not exercise any banking privilege whatsoever.

No force employed in advancing the commerce of this State and nation-so potent and so fruitful in valuable results, can be compared with that displayed by the Pennsylvania Railroad Company

since its organization. Always aggressive, and yet commendably conservative, it has provided conveniences and facilities for passenger and shipper not found on the lines of any transportation company in this or any other country.

Commendable as has been the wisdom which has so generally characterized its management, the more glaring appear the defects of, and the lack of wisdom exhibited in the introduction and use of the mileage book which is the subject complained of in these proceedings. Certainly it is not compatible with the broad, liberal and just principals that the public has a right to expect from the Pennsylvania Railroad Company.

It is a mistake for any public corporation to make demands upon the public that are offensive, and any scheme which tends to annoy, to disturb, or to create unnecessary burdens is not in line with good management. A close observance of the law, acquiescing fully in all its requirements, and a conservation of public interests are good rules to be followed by the common carrier corporation.

It should be understood that the perpetuity of a republican form of government and the maintenance of prosperous commercial conditions, demand a support and defence of the Constitution. If the Constitution of Pennsylvania is to be undermined, driven through and run over relentlessly, carved, punctured and disregarded, the reserve powers which the people have understood were to be safely guarded therein will all too soon have an end. Disregarding the mandates and obligations of this instrument renders it a license of doing wrong by the lawless, while it becomes a burden upon those who are law abiding and who would appreciate the privileges which are guaranteed by a constitutional goverment. True loyalty means a support and defence of the Constitution and obedience to law.

After carefully considering the complaint filed in this case, and having made a thorough investigation of the matters complained of, and the bearing of constitutional and statute law upon the subject, the Secretary of Internal Affairs is of the opinion that the complaint against the Pennsylvania Railroad Company is just and well founded and has been fully sustained by the investigation made.

Therefore be it known, That Isaac B. Brown, Secretary of Internal Affairs of the Commonwealth of Pennsylvania, in pursuance of the powers conferred upon him and the duty imposed by Section 19, Article 4, and Section 11, Article 17 of the Constitution, and the fourth Section of the Act of the General Assembly of Pennsylvania, approved the eleventh day of March, 1874, has made a careful inves tigation of the herein before mentioned complaint filed against the Pennsylvania Railroad Company, a corporation duly chartered under

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