[VIII]

WILLIAM C. CULBERTSON..

RESOLUTIONS OF THE KNOX COUNTY BAR,

The members of the Knox County Bar, deeply sympathizing with the entire people of our community in the sorrow occasioned by the sudden death of Hon. William C. Culbertson, and moreover bound to him in the brotherhood of our professional relations as well as by the ties of social and friendly intercourse, desire to give expression to our profound grief by these proceedings.

We declare it to be the sense of this Bar that the community, in his death, has sustained a loss that will be seriously felt in the many and varied relations of civic and social life, the profession a much honored and highly appreciated member, and his aged and honored mother the attention and care of a son who in the unceasing exercise of filial devotion was almost without parallel; and that we extend to her our especial sympathy in this the hour of her great affliction, and that she be furnished with a copy of these proceedings.

Resolved: That the community has lost in him an honorable citizen who in the positions of trust which he was called upon to fill gave them the same marked devotion that was characteristic of him in all his undertakings. He was sincere and frank in his friendships, measuring men by their honor and not by their wealth and station. He was charitable without ostentation, and the poor have lost in him a friend ever ready to assist them.

While he was prevented by sickness and his early death from fully maturing his powers, yet his entire devotion to his profession made him a lawyer of decided ability, so recognized by us all. His career as a lawyer at this Bar was marked by uniform courtesy toward all his associates. A high appreciation of the purpose of the Courts and the part of the lawyer in the administration of justice, an earnest devotion to and an honest presentation of his client's cause;

seeking by arduous methods to develope the truth, but never to win by dishonest practices. He was an honest, capable and painstaking lawyer.

Resolved: That in the manifold relations of lawyer, friend and citizen he was during his lifetime an example of much that was worthy and laudable, and that the highest tribute we can pay to his memory is to emulate those virtues, for they in the highest commend themselves to the grateful homage of the profession.

Resolved: That as a mark of respect for the character of our friend and brother and our grief at his sudden death the Bar do attend his funeral in a body, and that we will designate a day hereafter when these proceedings shall, on motion, be offered for record upon the Minutes of our respective Courts.

[IX]

PRIVATE CORPORATIONS.

WARNER M. BATEMAN.

Mr. President and Gentlemen of the Association:

The subject that has been assigned to me for discussion today is that of "Private Corporations." I am too entirely mindful of its magnitude and complexity to attempt a discussion of all, or even a very considerable portion, of the topics the subject suggests. They involve the management of the greater portion of the business of the country, and the most difficult question is of public policy which our people today have to solve. I can only hope to make some suggestions that may possibly afford some aid in solving some of the problems as to legislation on the subject of corporations, and changes that are pressingly needed in the law regulating them.

This is an age of corporations. It is estimated that there is, today, four-fifths of the entire wealth of this country in their hands. They have become the instrumentalities of almost all business enterprises, not merely in the department of transportation and the operations of public uses, but in agriculture, in land-holdings, and in ordinary mechanical, manufacturing and mercantile business.

Legislation began, under the constitution, with a careful specification of the purpose for which corporations should be organ. ized. These were steadily increased, until by Act of April 6, 1894, when section 3235 was amended so as to authorize corporations for all purposes, except for carrying on professional business, but limiting corporations for buying and selling real estate to twenty five years. Under this authority, there is no conceivable business purpose, from the manufacture of a pin to the construction of a trans-continental railway, from the sale of Ayers' Pectoral or Thomson's Eye Water to the largest mercantile establishment in the world, from putting in use the patent of the "hump hook and eye" to an ocean steamer, from a flour

mill at home to a mine in South Africa or a plantation in the Sandwich Islands. They are used for every purpose and in all lands, and indeed upon all seas. It would be a curious inquiry to examine the variety of corporation certificates on file in the office of the Secretary of State.

Along with this rapid development of corporations in every business use have grown up abuses that the interests of society imperatively demand shall be reformed; and the measures that may be required for this purpose call for the most careful examination with the view to preserve what may be useful, as well as to correct what may be mischievous, in the use of corporations.

The laws of this State, enacted since the adoption of the Constitution of 1851, have been, in a great degree, acts provided from time to time to meet new emergencies, or to answer special demands, and, as a consequence of such fragmentary work, the legislation, as it now stands, is an insufficient and unharmonious patch-work; a mottled and ill-assorted accumulation of laws and amendments, made without reference to previous legislation, without care or guard against abuses, devised to promote some new business scheme, or to escape some inconvenient restrictions. One interest only has been consulted in their passage, that of the special project to be served. No plan has been pursued, no principle has been followed, and, in a large measure, the general interest of society has been disregarded.

Every observer is quite familiar with the ordinary course and origin of legislation. Bills are introduced with reference to special cases, and, generally, laws are amended to meet the need of somebody's claim or remedy, or to provide for somebody's business job; and in this manner the harmony of laws is destroyed.

This is especially the case where business projects are involved and the furious passion for money-making is to be gratified. No aid to these is so generally effective as the corporate franchise. The wildest, as well as the most dishonest, scheme of speculation or fraud may be carried on by its means, without responsibility on the part of the manager, and with risk only for the public.

Before the adoption of the Constitution of '51, the usual mode of

creating corporations was by special law. The people, in their anxiety to promote improvements and aid business enterprises, stimulated, rather than checked, the abuse of legislation in this form; which was rendered much more mischievous by the ruling in the Dartmouth College case, which, holding that a charter was a contract and, when once granted, could not be revoked by subsequent legislation without the consent of the grantee of the charter, made the abuses of such legislation irrevocable. The consequences of that decision could hardly have been fully contemplated at the time it was rendered. Parliament possessed the power of changing franchises and privileges granted of this character, whenever the interests of the public called for it. There had been no question raised as to similar authority among the States before the adoption of the Constitution; nor afterwards, until this decision was rendered. But, under this rule the evil of bad legislation and the mischief of ill-regulated corporate power became irremediable.

Whatever may now be thought as to the wisdom or justice of it, it is established as a settled constitutional rule, and will stand. It has been assailed wtih great ability, but without effect. The eminence (of the great lawyer to whose matchless logic and eloquence its result is credited, and of the great Jurist who decided it has imparted to the case a sacredness and authority that makes it almost impiety to question it. In my judgment, the judicial history of the Englishspeaking race presents no equal work of trial and decision, of eloquence and learning, to this, and it will stand like other great creations of art and literature.

But, however sound the law of that decision may be, the judgment of our American community has been against its policy and justice, especially as to all corporations intended for profit, and the uses of general business. Soon after its rendition States began to provide, by general law, for the organization of corporations, and, by constitutional provisions for making all corporate franchises in the future, subject to amendment or repeal. These provisions are now found in nearly all State Constitutions. With a view to limit the operation of the rule of that case, many State Constitutions provide that all chart