6 .

road from Baltimore to the Potomac, and that this concession
was due to the people in the section of the State through which
the road was to pass, in view of the fact, that they had re-
ceived no benefit whatever, from any one of the works of in-
ternal improvement, to which the credit of the State had been
so munificently extended. The undersigned charges that the
Baltimore and Ohio Company were perfectly cognizant of the
facts here detailed—that he the undersigned, called on the
the President of that company, and urged upon him, the
policy of having the Baltimore and Potomac Road built by
his Company, to avoid the rivalry which might occur, if the
Washington Branch of the Baltimore and Potomac Road
should be made by other parties; that General Trimble, the
engineer of the Baltimore and Potomac Road, also called
upon the President of the Baltimore and Ohio road and made
a similar suggestion and argument to him. The undersigned
has the honor further to state, that he addressed a circular
letter to some of those who are named in the 1st section of the
Act of 1853, (the charter, and he respectfully asks attention
to the letters in reply, which will show that they re-
garded the privilege to make the Washington Branch, as the
only means conferred by the charter, which could insure the
completion of the main stem of the road.

The next portion of the memorial, to which the undersigned
proposes to invite your attention, is the charge that the ob-
ject of those outside the corporation, (the contractors,) was
not the construction of the main stem and branches, contem-
plated by the charter, but the construction of a new road from
Baltimore to Washington. The power to make a lateral
branch of the Baltimore and Potomac Road to Washington,
the undersigned will assume, is incontestably established, by
the previous part of this argument; and the only phase of
the charge now proposed to be met, is that which intimates
that the road to Washington is not to be constructed as a
branch of the Baltimore and Potomac Road, but as a new road
between the two cities; and that the main stem to the Poto-
mac will be abandoned. This insinuation, so well calculated
to injure the Road, amongst those who look to its completion
as the last hope of their pecuniary redemption, it will be the
office of this paper to show, is not only gratuitous, but that
its occurrence is a legal impossibility. The charter is the
law of corporation which it creates; it can exercise no powers,
except such as are granted by its charter, either expressly or
by fair implication; and any attempt to exercise powers not
so conferred, would avoid its charter at the instance of any
one who might invoke the interposition of the courts. The
Act of 1853 incorporates the Baltimore and Potomac Rail Road
Company, for the purpose specifically expressed, of construct-
ing a railroad from the city of Baltimore to the Potomac River,
by the route expressly designated therein; the law confers no