subject to constitutional or statutory provisions reserving to the legislature the power to amend, alter, or repeal. This reservation deprives the corporation, in some degree, of the contract immunity from legislative interference. However, even with this reserved power, there is a limit beyond which the legislature can not go. Unreasonable rates of transportation can not be prescribed. The legislature can not interfere with or control the corporation in the management of its affairs not affecting the safety, health, or reasonable convenience of the public. Whether or not a legislatively prescribed rate is reasonable is a judicial question, and the carrier may always have recourse to the courts for its determination. But the test of reasonableness is not fully settled.

"And so it may contest the validity of any legislative act touching the management of its internal affairs. But here, too, there is uncertainty. The boundary line between matters of such public concern as to warrant legislative interference, and matters of which corporation has exclusive right of control, is not clearly defined nor easily definable.

"The almost unlimited taxing power of the States under these general acts of incorporation as respects railway property is, perhaps, the most to be feared in the future. The power has been abused in most of the States, and the manifest tendency is everywhere to impose on railroad property a gradually increasing portion of the common public burden. This policy is, of course, popular with the people, as the higher the tax on railroads the lower the tax on other property, and the legislators represent their constituents. If there exists any judicial remedy for this it is not apparent.

"Now railroad property differs from other property in that it is devoted to the service of the public. A railroad once built must remain and be operated so long as it will pay operating expenses, even though its owners never realize $1 on their investment.

"Rates of transportation may be fixed by the legislature. These conditions would justify, if they do not in justice demand, consideration by the Government in prescribing a system of railway taxation. Under existing methods the public take toll at both ends. They get low rates of transportation and a high rate of taxation-both through legislation.

"A model railway charter would irrevocably fix the percentage on the capital investment which a railway company should receive from its earnings—thus prescribing a limit to legislative curtailment of rates. It would define, as accurately as well-chosen general language can, the boundary line between legislative right of interference with or control of the business and the corporation's right of exclusive management. Something helpful can be done in this direction, I am

sure.

“It would prescribe a definite basis of taxation, having reference to the exceptional character of the property and the fact of its permanent dedication to the public use, and this basis would be irrevocable.

Finally, it would make the issuance of a free pass or the gratuitous transportation of property cause of forfeiture of the charter.'

'But my idea of the charter for a railway would be that every point which might possibly arise in the future should be definitely determined in the charter, such as power of eminent domain, the privileges attached to the use of water from streams or artificial ponds, with condemnation of lands for such uses if neccessary; also the right to use any material on the right of way at any point on the line where it might be needed, with the rates and fares for freight and passenger traffic fixed, or at least a minimum fixed, so that no future legislature or railway commission could interfere therewith. Whether such a charter as this could be obtained from any legislature in the United States I very much doubt, but a charter with such provisions would be to my mind much better than to leave the railways to the mercy of succeeding legislatures or railway commissions.”

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C. J. IVES,

President Burlington, Cedar Rapids and Northern Railway.

"In reply to your question, I would say that the elements of strength in American railroad charters rested, for many years, on the well-known Dartmouth College case, but that decision has been frittered away by the courts and belittled by Federal and State legislation to such an extent that there is little left of it, and

to-day the weakness in American railroad charters is that, as contracts, they seem to bind the corporations without binding the States which granted them.

"To my mind the ideal charter would be one which, whatever its provisions might be, should state them clearly, and forever equally bind both the State and the corporation to their fulfillment."

"I may add that the railroads of this State, under its general railroad laws, which are subject to alteration, amendment, or repeal at any time, have received reasonably fair treatment at the hands of the legislature. While the transportation facilities, with respect to territory and population, are very extensive by rail in comparison with other places, as well as by water, the railroad transportation companies of this State have been very unprofitable investments. The company, under its special charter, is practically the only railroad which has not been a losing venture. It has never defaulted, and has paid interest and small dividends upon the very reasonable amount of its bonds and capital, and by virtue of the arrangement which it has made for the operation of other lines, under the general railroad law, it has conducted their operations and unquestionably saved several of them from bankruptcy. The industries of the State have grown, and there have been but few complaints from shippers.

"With respect to the portion of the State served by this company, operating under its charter, whether by reason of the fact that it is the most fruitful and populous territory reached, or whether by reason of the facilities extended by the company, it is certain that this portion of the State has excelled the rest in the increase of population and value of property.”

HENRY RUSSELL,

"The railroads in this Commonwealth have very little more power than ordinary business corporations, the right of eminent domain being the most important, and that exercised under very rigorous restrictions. All railroads in this State are now subject to the general laws and are under the supervision of a board of railroad commissioners, of which the power is very plenary. The general law in reference to Massachusetts railroad corporations and the powers of the railroad commissioners are set out in chapter 112 of the Massachusetts Public Statutes and the amendments thereto contained in the acts from 1882 to 1899. In addition to this chapter, railroads are subject to section 3, chapter 105 of the Public Statutes, which makes every act of incorporation subject to amendment, alteration, or repeal, at the pleasure of the general court. In view of these general laws the original charters under which these railroads are operated are of little or no material value. The incorporation, organization, laying out of route, issuing of stock, exercise of eminent domain, rates of fares, and all the smaller details of railroad operations are provided for in the general statute applicable in all

cases.

"In the original charters of at least two of the railroads organized here, a right in the State to purchase the railroad at any time for the amount of investment with 10 per cent a year added was reserved. This, however, is superseded by a general right to take possession of any railroad in the State reserved to the Commonwealth in sections 7 and 8 of the aforesaid chapter 112." LUCIUS TUTTLE, President, Boston and Maine Railroad Company.

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*

APPENDIX I.

PREAMBLE AND DESCRIPTION OF A PART OF THE ROUTE FROM A NEW SOUTH WALES CHARTER.

AN ACT to authorize the construction of an extension of the railway commonly known as the Rosehill Railway, in three sections, from a point about 9 chains 75 links from the northern end of the Roschill station platform, crossing the Parramatta River, traversing the districts of Rydalmere, Pennant Hills, Dundas, and Castle Hill, and terminating at Dural. (Assented to 13th June, 1893.) Whereas Benjamin Crispin Simpson, of Sydney, in the Colony of New South Wales, civil engineer, being the present proprietor of the railway from Clyde station to the Parramatta River, known as the Rosehill Railway, is desirous of constructing an extension of such railway in three sections, from a point about nine chains seventy-five links from the northern end of the Rosehill station platform; then crossing the Parramatta River; then traversing the districts of Rydalmere, Pennant Hills to a point north of the Pennant Hills road, being three miles twenty-eight chains from the starting point, and being the first section of the said extension; thence traversing Dundas and Castle Hill to a point in the district of Castle Hill five miles twenty-four chains from the end of the first section, being the second section of the said extension; thence to a further point in the district of Dural three miles forty-one chains or thereabouts from the termination of the second section, being the third section of the said extension; such railway to run through certain private lands and certain streets described in the schedule annexed hereto: And whereas it is desired to construct such railway extension for the purpose of making the Rosehill Railway of greater use, and for the further purpose of opening up a most fertile and valuable district now without railway facilities, and of giving better access to the inhabitants thereof and the public generally to Sydney and surrounding country: And whereas the increased facilities of communication and traffic which would result from the construction of the said proposed railway extension would be for the public convenience and benefit, and it is desirable to authorize by legislative enactment the construction and maintenance of the said proposed railway extension subject to the provisions hereinafter contained: Be it therefore enacted by the Queen's most excellent majesty, by and with the advice and consent of the legislative council and legislative assembly of New South Wales in parliament assembled, and by the authorityof the same, as follows:

DESCRIPTION OF A PART OF THE ROUTE CONTAINED IN A PRIVATE RAILWAY CHARTER OF NEW SOUTH WALES OF 1893.

The schedule. First part.-Commencing on the Rosehill Railway at a point about nine chains seventy-five links from the northern end of the Rosehill station platform; thence in a northeasterly direction across the land enclosed for the said railway and belonging to the said Benjamin Crispin Simpson; thence bearing northeasterly through the property believed to belong to the Rosehill Racecourse Company to a road called South avenue; thence across that road bearing northeasterly to the southern boundary of land believed to belong to Septimus Alfred Stephen, and believed to be leased to Charles Edward Jeanneret for a tramway line; thence across the said leased land bearing northeasterly to a road called North avenue; thence across the said road bearing northeasterly to lands believed to belong to Robert Hudson bearing northerly to the western boundary of a reserved road; thence curving to a northeasterly direction along such road to the southwestern boundary of lands believed to belong to William L. Ferris and I. Ferris; thence in a northeasterly direction across the said lands to the southern bank of the Parramatta River; thence in a northeasterly direction across the said

་:་

Parramatta River to the southern boundary of lands believed to be dedicated by by the Government for an asylum for the insane; thence across the said lands in a northeasterly direction to their eastern boundary; thence in a northeasterly direction through lands believed to belong to the trustees of Subiaco Convent to the southern boundary of a street called Victoria street; thence in a northerly direction across the said street to its northern boundary; thence in a northerly and northeasterly direction through lands believed to belong to the trustees of Subiaco Convent to the western boundary of land believed to belong to Jonathan Wooster; thence in a northeasterly direction across the said lands to the southern boundary of a road called Kissing Point road; thence in a northeasterly direction across the said road to its northern boundary; thence in a northeasterly direction across land believed to belong to Robert M'Cann to its eastern boundary; thence in a northeasterly direction through land believed to belong to G. M'Killop to the western boundary of a reserved road; thence in a northeasterly direction across the said road to its eastern boundary; thence in a northeasterly (curving to a northerly and northwesterly) direction through lands believed to belong to Neil Harper to the western boundary of a road believed to be called Adderton road; thence in a northerly direction across the said road to its eastern boundary; thence in a northerly direction through land believed to belong to George Hodge to its eastern boundary; thence in a northerly direction through lands believed to belong to Charles R. Mobbs to the eastern side of the road; thence curving to a northeasterly direction along the said road and through land believed to belong to Neil Harper, and also through land believed to belong to Enoch Smith to the eastern boundary of the said road; thence curving to northerly and northwesterly directions through lands believed to belong to Charles W. Mills to its northern boundary; thence in a northerly and northwesterly direction through lands believed to belong to Frederick C. Cox to its eastern boundary; thence in a northeasterly direction across land believed to belong to William Cox to the southern boundary of a road called Pennant Hills road; thence in a northeasterly direction across the said road to its northern boundary; thence still in a northeasterly direction across land believed to belong to Frederick C. Cox to the southern boundary of the road; thence across the said road in a northeasterly direction to its northern boundary; thence bearing northeasterly across land believed to belong to Edwin Harris, and terminating at a point in the said land three miles twenty-eight chains distant from the point of commencement of the first section herein before described.

APPENDIX II.

CONSTITUTIONAL PROVISIONS RELATING TO RAILWAYS.

ALABAMA.

ART. XIV.—Corporations.—Private corporations.—Railroads and canals.

SEC. 21. All railroads and canals shall be public highways, and all railroad and canal companies shall be common carriers. Any association or corporation organized for the purpose shall have the right to construct and operate a railroad between any points in this State, and to connect at the State line with railroads of other States. Every railroad shall have the right with its road t› intersect, connect with, or cross any other railroad, and shall receive and transport each the other's freight, passengers, and cars, loaded or empty, without delay or discrimination."

SEC. 22. "The general assembly shall pass laws to correct abuses and prevent unjust discriminations and extortion in rates of freights and passenger tariff on railroads, canals, and rivers in this State."

SEC. 23. "No railroad or other transportation company shall grant free passes or sell tickets or passes at a discount other than as sold to the public generally, to any member of the general assembly, or to any person holding office under this State or the United States."

SEC. 25. "No railroad, canal, or other transportation company, in existence at the time of the ratification of this constitution, shall have the benefit of any future legislation by general or special laws, other than in execution of a trust created by law, or by contract, except on the condition of complete acceptance of all the provisions of this article."

ART. XI.-Taxation.

SEC. 6. "The property of private corporations, associations, and individuals of this State shall forever be taxed at the same rate." * * *

"Law requiring auditor to assess and collect taxes on the roadbed and rolling stock of railroads, and relieving these items from county taxation was valid."-M. & G. R. Co. v. Peebles, 47 Ala., 317.

ARKANSAS.

ART. XII.—66 Municipal and private corporations.

SEC. 1. "All existing charters or grants of special or exclusive privilege under which a bona fide organization shall not have taken place and business been commenced in good faith at the time of the adoption of this constitution shall hereafter have no validity.”

SEC. 2. "The general assembly shall pass no special act conferring corporate powers, except for charitable, educational, penal, or reformatory purposes, where the corporations created are to be and remain under the patronage and control of the State."

* *

SEC. 5. "No county, city, town, or other municipal corporation shall become a stockholder in any company * * * or obtain or appropriate money for or loan its credit to any corporation." * SEC. 6. " Corporations may be formed under general laws, which laws may, from time to time, be altered or repealed. The general assembly shall have the power to alter, revoke, or annul any charter of incorporation now exising and revocable at the adoption of this constitution, or any that may hereafter be created, whenever, in their opinion, it may be injurious to the citizens of this State, in such a manner, however, that no injustice shall be done to the corporations. (See Ry. v. Gill, 54–101.)

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