CONSTITUTIONAL PROVISIONS. CREATION OF CORPORATIONS. Extract from the Revised Constitution of the State of New York Article VIII. ADOPTED, NOVEMBER, 1894. SECTION 1. Corporations, how created. 2. Debts of corporations. 3. "Corporations" defined. 4. Charters for savings banks and banking purposes. 5. Specie payments. 6. Registry of bills or notes. 7. Individual responsibility of stockholders. 8. Insolvency of banks, preference. 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 All general laws and special acts, passed pursuant to this section, may be altered from time to time, or repealed. 1. A statute which does not profess to create a banking corporation, but merely remedies defects in the organization of one already created, is not a violation of the constitutional prohibition against special charters for banking purposes. Remedial statutes are valid which enable corporations to enforce acquired rights, where by reason of defects in organization or irregularities in practice they were previously unable to do so; such "statutes are entitled to be most liberally construed for the advancement of the public welfare and the protection of individual rights." GRIDLEY, J. Syracuse City Bank v. Davis, 16 Barb. 188, 193. 2. The legislature is given, by the constitution, the entire discretion of creating other corporations than banks, by special charter, and courts cannot review the action of the legislature when that discretion has been exercised. United States Trust Co., Receiver, v. Brady, 20 Barb. 121. 3. The constitution of 1846 "plainly designed to abolish the former mode or system of creating corporations, and to adopt an entire new system, under which, by general and uniform rules, the individual liability of corporations for all the debts of their respective corporations should be regulated and prescribed." JOHNSON, J. Rochester et ai. v. Barnes et al., 26 Barb. 660. 4. The language of th econstitution that "corporations may be formed under general laws," is not mandatory but permissive, and hence it is a matter for the discretion of the legislature, where in their judgment the object of the corpora tion cannot be attained under general laws. In re Taxpayers of Kingston, 40 How. 444. To the same effect People v. Bowen et al., 21 N. Y. 517, affg 30 Barb. 24, followed 13 Otto (U. S.) 426, 26 L. ed. 578. 5. This provision of the constitution is merely a direction for the exercise of authority, which had been restricted by former constitutions, and is not a grant of power. Bank of Chenango v. Brown, 26 N. Y. 470. 6. "By the constitution of 1846, as well as to place all corporations of the same character upon the same general footing, with uniform powers, privileges and duties, as to obviate the necessity of much special legislation, corporations were authorized to be formed under general laws, and the creation of any except for municipal purposes, and in cases where the objects of the corporation could not, in the judgment of the legislature, be approved under the general laws, was prohibited. One design was, that all that desired to transact business in a corporate capacity might do so upon an equality, and with equal privileges and liabilities, with uniform powers and under uniform restraints. Equality between corporations themselves, as well as equality between corporations and individual citizens, so far as the matter was practicable, was in the minds of the convention in framing this part of the constitution." ALLEN, J. Johnson v. H. R. R. R. Co., 49 N. Y. 458. 7. Corporations which hold their property and exercise their functions for the public benefit, are subject to legislative control, and the legislature which has created them may regulate the mode in which they shall transact their business. "Such legislation violates no contract, takes away no property, and interferes with no vested right." EARL, J. People ex rel. Kimball v. B. & A. R. R. Co., 70 N. Y. 571. § 2. Dues from corporations shall be secured by such individual liability of the corporators, and other means, as may be prescribed by law. § 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 or privileges of corporations not possessed by individuals or partnerships. And all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons. 1. This provision subjecting corporations to be sued like natural persons is an enabling, and not a restrictive one. It does not require that they should be proceeded against only by regular action, but leaves them to summary proceedings at the discretion of the legislature. In re Empire City Bank, 18 N. Y. 217. 2. A grant by the legislature to a corporation without any restriction of the power of that body to grant a similar privilege to others, would not deprive a future legislature of the power to give a like privilege. O. F. B. Co. v. Fish, 1 Barb. Ch. 549. (Citing 11 Peters, 420, 9 L. ed. 773.) But grants of exclusive |