"GREYSTONE, _Feb. 27, 1886_.
"DEAR MR. SIBLEY,--I have received your interesting letter.
The newspapers are correct in saying that the 9th of February is
my birthday, but some of them are quite astray in saying that I am
seventy-nine years old. I was born the 9th of February, 1814, and
was seventy-two years old on my last birthday. Although seven years
younger than you are, I can readily believe that you are practically
younger than I. You have not done so much as I to exhaust the vital
powers, and have not so large a debt to pay for strength borrowed
and consumed in advance. My eyes are extremely good, and enable me
to pass most of my time in reading; my ears are both of them much
more acute than those of most people. The doctors tell me that every
vital organ is in strong and sound condition. But I have been for
some years greatly annoyed by a mysterious malady of some of the
nerves of motion, which imparts a tremor to my hands, and impairs my
voice so that I lose most of the pleasures of conversation.
"I have also read the brief biography of your life and doings which
you were kind enough to send me. It illustrates an example of an
active, useful, and successful career.
"Wishing you every blessing of continued health, and prolonged years
of happiness and prosperity,
"I am, very truly yours,
"S. J. TILDEN."
"ACCOUNTABILITY OF CORPORATIONS[36]
[36] Originally printed in the New York _Sun_ of March 4, 1886.
"The governmental policy of the State of New York has been a
long while established, that charters of corporations within its
jurisdiction, carrying on business for profit, should be subject to
alteration or repeal in the discretion of the Legislature.
"The Revised Statutes of 1830 applied that rule to corporations
thereafter to be created. A reservation of that power had been
previously inserted in the special charters which had latterly been
granted. The origin of this reservation was ascribed in an article
asserting the repealability of corporate charters, written by
Mr. Tilden for the _Democratic Review_ of August, 1841 (Tilden's
_Writings and Speeches_, Vol. I., p. 171), to Silas Wright, who
procured the insertion of such a reservation in a charter granted in
1822.
"In the convention of 1846, which formed the present Constitution of
the State of New York, Mr. Tilden, from the select committee to whom
was referred the report of the standing committee on the subject of
corporations, made the following report:
"'Section 1. Corporations may be formed under general
laws, but shall not be created by special act, except for
municipal purposes, and in cases where, in the judgment of the
Legislature, the objects of the corporation cannot be attained
under general laws. All general laws and special acts passed
pursuant to this section may be altered from time to time or
repealed.
* * * * *
"'Section 3. The term corporations as used in this article
shall be construed to include all associations and joint stock
companies having any of the powers of corporations not possessed
by individuals or partnerships.'
"At the afternoon session on the same day the first section was
adopted unanimously, and the above clause of the third section was
adopted without considerable opposition.
"The discussion in the convention shows that those clauses were
understood to apply to all corporations then existing or thereafter
to be created.
"Those provisions stand in the Constitution of the State of New
York. They are referred to in a speech on canals and railroads made
by Mr. Tilden in the constitutional convention of 1867. The passage
is as follows:
"'The convention of 1846, by provisions which it fell to
my lot to report, provided, first, in favor of a system
of incorporation under general laws, and, secondly, for a
supervisory legislative control over the chartered power and
privileges of all corporate bodies.
"'In my judgment, those two provisions were, and are, perfectly
adequate to secure every public object, however freely we may
grant to private enterprise all the powers necessary to enable
it to create these great machines of travel and transportation,
and to the management of them by corporate bodies, which can
serve the public with more skill and economy than the State can.
The authority thus reserved to the State is doubtless capable of
being perverted by it to private injury and oppression; but it
seemed to be necessary to the public safety, and is a trust to
be exercised with wisdom and justice.'
"The general Railroad act, chapter 140 of the Statute Laws of 1850,
passed April 2 of that year, faithfully executed the mandate of the
Constitution. The forty-eighth section of that act is as follows:
"'The Legislature may at any time annul or dissolve any
incorporation formed under this act; but such dissolution shall
not take away or impair any remedy given against any such
corporation, its stockholders, or officers, for any liability
which shall have been previously incurred."
"The Broadway Railroad charter was formed under chapter 252 of the
laws of 1884, entitled 'An act to provide for the construction,
extension, maintenance, and operation of street surface railroads
and branches thereof in cities, towns, and villages.'
"The first section of that act expressly provides that every
corporation formed under it 'shall also have all the powers and
privileges granted, and be subject to all the liabilities imposed by
this act, or by the act entitled "An act to authorize the formation
of railroad corporations, and to regulate the same," passed April 2,
1850, and the several acts amendatory thereof, except as the said
acts are herein modified.'
"In the case of 'The People of the State of New York against
Dispensary and Hospital Society of the Women's Institute of the city
of New York' (7 Lansing, page 304), a corporation formed 'under an
act of the Legislature of the State of New York, entitled "An act
for the incorporation of benevolent, charitable, scientific, and
missionary societies, passed April 12, 1848, and the acts amendatory
thereof,"' was judicially determined to have forfeited its charter
by reason of the payment of money as a reward for the use of
influence in obtaining an appropriation from the State, and the
corporation was dissolved by judgment of the court.
"The authority of the Legislature to repeal a charter is much
broader than the judicial authority. It is expressly declared by
the Constitution and by the law to be in the discretion of the
Legislature. It may be done on moral evidence of wrong-doing on the
part of the corporation, while a court could only act on judicial
proof. It may be done on grounds of public policy or expediency.
"The bill pending in the Senate for repealing the charter of the
Broadway Company and annulling its franchise may do well enough if a
Broadway railroad is to exist.
"Whether any holders of Broadway Railroad stock or bonds can be
shown to be innocent and entitled to special indulgence, can be
better judged of when the investigations are concluded.
"One thing is quite clear. The corruption of public officers in
order to obtain possession of valuable franchises at much less
than their real worth, can only be stopped by making such schemes
impossible to result in any profit.
"A general law should be passed requiring every such franchise to be
disposed of at public auction.
"If proofs cannot be found to bring the wrong-doers to criminal
punishment, the confiscation of their investment will be a salutary
warning to them and to the public generally."