is a Procurustean bed that may cure some evils,
but will make as many as it cures.
Mr. CHAMBERS. The old constitution re-
quires, as a general rule, that corporations
Should be made under a general law; but in
a case in which the legislature shall think
the general law does not afford adequate
means to carry out the purpose desired, they
may create a special corporation. The legal
consequence of that is, that the special law
being passed, the legislature have exercised
their judgment by passing the law, and there
is an end of the question of the legality of
that corporation. In other words, its legality
depends upon the decision of the legislature,
and that decision is announced in the terms
of the law.
But how is it under this section? You can-
not create special corporations, except so far
as special acts may be necessary to authorize
any person or persons to exercise and enjoy
such corporate rights; but in such a case as
the legislature shall suppose this state of things
to exist, but in point of fact, the case must be
such a one. What is the legal consequence of
this state of things? Whenever a corpora-
tion is created by a special act, anybody has
a right to go into court and say, you have
not complied with the constitution; the con-
stitution requires that the corporation shall
have such and such a character. It is not to
be judged of by the legislature at all. It is
left then to the discretion of the court.
It appears to me that the committee have
made a great mistake in this matter; and if
their report should be adopted, it would be
the source of infinite litigation. It can at
least only usefully accomplish the same pur-
pose. I think, therefore, that the provision
of the old constitution is vastly preferable, to
leave it to the wisdom of the legislature.
We are bound to suppose that they will en-
deavor to do as they should do. If a party
comes to the legislature seeking an act of in-
corporation, and if the legislature find that
their objects can be satisfied by conforming
to the proceedings required by a general law,
they will say so. But if the legislature per-
ceive that there are peculiarities in the pur-
poses of the corporation such that it is neces-
sary to pass a special act, let that be a final
and conclusive determination and decision of
that point. I hope the proposition will pre-
vail, and that this section will be made to
conform exactly to the old constitution.
The amendment was agreed to.
Mr. STOCKBRIDGE moved to strike out "ar-
ticle " in the last line, and insert " section."
The amendment was agreed to.
Sections 45 and 46 were read, and no
amendment was offered.
The 47th section was read as follows :
"Sec. 47. The general assembly shall have
power to accept the cession of any territory
contiguous to this State from the States of
Virginia and West Virginia, or from the Uni- |
ted States, with the consent of Congress and
of the inhabitants of such ceded territory;
and in case of such cessions, the general as-
sembly may divide such territory into coun-
ties, and shall provide for the representation
of the same in the general assembly, on the
basis fixed by this constitution, and may for
that purpose increase the number of senator?
and delegates. And the general assembly
shall enact such laws as may be required to
extend the constitution and laws of this State
over such territory, and may create courts
conformably to the constitution for such
territory, and may for that purpose, in-
crease the number of judges of the Court of
Appeals
Mr. BELT. I move to strike out the words
"and West Virginia" in the third line. I
offer this amendment, not for the purpose of
making any extended remarks upon it, but
merely to have an opportunity to put myself
for one, and for as many other gentlemen as
desire to put themselves upon the record, as
protesting against the enormity which has
been committed in the attempted and pre-
tended erection of this State of West Vir-
ginia out of the limits of the State of Vir-
ginia. I ask for the yeas and nays upon the
amendment.
The yeas and nays were ordered.
The question being taken, the result was—
yeas 15, nays 39—as follows :
Yeas—Messrs. Belt, Chambers, Crawford,
Dail, Davis, of Charles, Dent, Harwood,
Henkle, Hollyday, Johnson, Jones, of Somer-
set, Lee, Mitchell, Miller, Morgan—15.
Nays—Messrs. Goldsborough, President;
Abbott, Annan, Barron, Brooks, Carter, Cun-
ningham, Cushing, Daniel, Davis, of Wash-
ington, Earle, Ecker, Galloway, Greene,
Hatch, Hoffman, Hopkins, Hopper, Keefer,
Kennard, King?, Larsh, Mace, Markey, Mc-
Comas, Mullikin, Murray, Negley, Parker,
Russell, Sands, Schley, Smith, of Carroll,
Sneary, Stirling, Stockbridge Swope, Sykes,
Wickard, Wooden—39.
So the amendment was rejected.
Mr. BELT submitted the following amend-
ment:
Amend section 47 by adding the following
words at the end thereof: "Provided, how-
ever, that the General Assembly shall have
no power to accept the cession of any such
territory until after the existing civil war
shall have been brought to a close."
Mr. BELT said. I am utterly opposed to the
policy of accepting cessions from any of the
States, and particularly from the State of
Virginia, at this time, I do not know how
we can obtain a cession from the State of
Virginia during the civil war, while Virginia
is in such an anomalous condition. They
have undertaken to cut off West Virginia,
and nobody can tell the precise limits or au-
thority of what is knows as the Union gov-
ernment of Old Virginia. I recollect that not |
