they please, but so long as I occupy a position upon this floor I will
shout back to them that I shall never record my vote in favor of a
measure that makes no distinction between the innocent and the guilty,
but consign all to one common fate. Let those who are carried away
by the shout of the people vote as they will, but I shall never vote in
that manner.
Let the record then be raised. Bet it be exposed to the
light of day. I am not afraid of such a record.

It has been said that the people of this State have suffered from these banking institutions until it has become unendurable. Admit it. Does the remedy lie in wrong and injustice? I think not.

It has been said here that there are no innocent minorities, as much as to say that there can be no innocent man engaged in this banking business. I deny that.

It has been said here that the lawyers here are to be suspected; that the bankers of the State are to be suspected; that all engaged in corporate business are to be suspected, and every one that is said to be respectable is to be suspected. I pity the man who entertains such opinions as these. No honest man ever yet suspected all of his fellows. If we take out the bankers, those engaged in corporate business, and lawyers, there are not many honest people left in the State--not enough to execute the laws. I do not believe in this wholesale abuse of any class. I believe that there are honest men among the bankers, among those engaged in corporate business, and even among the lawyers; and I believe there are rogues in the Workingmen's party. [Laughter.] I believe that there are rogues in all parties.

According to the view that has been expressed here there is only one way, and that is to adopt the method adopted by Herod, that in order to reach the guilty the innocent must suffer. All must go in order that one must be reached. That is not a just principle of government. It needs no argument to show it. It would be folly for me to attempt to argue this question after the able gentlemen who have spoken upon the question have dealt with it, and therefore I rose simply to place myself upon the record.

It is said that the people of this State are laboring under great excitement in consequence of the wrong that they are suffering. If a man were to come from the remotest part of Africa, and could read, and read this amendment, he would need no further evidence of the fact, because no man that has a keen sense of justice and of right can read that amendment and subscribe to it. It is simply the result of an excitement. Nothing else could have produced such a law. I desire to say nothing further, as there is a gentleman already on the floor.

MR. DOWLING. Are you not a director or a trustee of a mining corporation? MR. REDDY. No, sir. But I say this, since the gentleman has asked the question, that there are many gentlemen of my acquaintance who are trustees of mining corporations, and I would not compare them in any way, shape, or form, either in point of integrity, or in physical or moral courage, with the gentleman who has asked the question-for fear that it might injure him.

MR. DOWLING. With the gentleman's permission I want it distinetly understood that I would not be placed on a par with some of his friends. MR. REDDY. If I was a trustee of a mining corporation, that would not necessarily impair my integrity or my standing, as I understand this matter. I ask the gentleman himself, have you ever been a trustee of a mining corporation?

MR. DOWLING. Yes.

didates for that position. Section thirty-three, the latter clause, is the amendment now pending without a substantial difference. Here it is: "The trustees or directors of such corporation or association, and each of them, shall be responsible, individually, for the misappropriation by the officers thereof of the funds or deposits of such corporation or association."

The word embezzlement is not there used, and it is because the word "misappropriation" was thought to include that. I do not think it does any harm in the amendment, but it does no particular good. It is not worth discussing. So, Mr. President, as to the action of the committee, I say that deliberate action has been had upon this very question, and more than that, I believe that there was not a dissenting voice upon the Legislative Committee, numbering fifteen.

Now, Mr. President, I pass on to one or two other considerations, for I know that this Committee of the Whole desire to take a vote. The main point, undoubtedly, made here, and that which is apt to produce the most effect, is with reference to what are called innocent minorities. Corporations are different from partnerships, but in this particular it is the proposition to some extent to make the liability of trustees the same as the liability of partners under similar circumstances. If the trustees were partners they would be liable on the case proposed in the amendment. Being trustees it is proposed to make them liable to the same extent as specified.

Now, Mr. Chairman, I have no war against corporations; I admit the great benefit that some of them have rendered to the country. My judgment is that they are a necessity to civilization, and that so far as the great railroad corporations of the world are concerned that they are the great civilizers of the world. And yet, when the further question comes up, as to the right of the public to control them, and the expediency of asserting that control, I will put this foot of mine as far as he who goes furthest. There are a great many corporations which are not of any beneficial character, and if it should happen that of our corporations, numbering over twenty thousand, some of them could not stand under an amendment like this, there will be no great loss to the public. There are some of them which were organized-many of thein-for swindling purposes and for no other, and the sooner they go down the better for the public at large.

Mr. Edgerton, this morning-I beg to be excused for referring to the gentleman by name-referred to a case where the Treasurer was elected by the stockholders themselves. I have only one answer to that, and that is, that under section three hundred and eight of the Civil Code, the Treasurer can be elected only by the directors, and if a Treasurer ever was elected by the stockholders it was in disregard of law, and he was not legally the Treasurer of the company. The law provides that by-laws may be made, it is true. But by-laws cannot be made in contravention of the laws of the land. These officers referred to in the amendment are officers elected by the directors themselves. Suppose a case where there are five directors, or three. Who compels anybody to be a director and associate with the other two? There is an old saying that if you lay down with dogs you must expect to rise up with fleas. They are no more compelled to be directors than they are to go into partnerships where they would be individually responsible.

I do not believe, however, Mr. President, in the doctrine that these minorities are innocent. Suppose the case of a misappropriation where two directors against three-if there may be a Board of only five in some cases-vote against the misappropriation, there is nothing to prevent these two from preventing any mischief under that vote by injune

MR. REDDY. Well, if there are no other questions of that character tion in the Courts. No man ought to accept the position unless he to be put, I leave the field.

REMARKS OF MR. MCCALLUM.

expects to perform the duties of it. The director, as the statute calls it
now-it was formerly called a trustee-it means the same thing. What
are they? They are persons who hold the property of others in trust.
They are therefore trustees, and if three against two vote one way, the
two others can proceed immediately to stop any further mischief.
But, Mr. President, coming to the conclusion of this matter, I under-
stand the argument to be presented, that this is not proper matter for a
Constitution. It ought to be left to the Legislature. Now I am opposed
to putting any unnecessary legislation into the Constitution, but when I
hear the gentleman from Los Angeles argue that it would not have force
even put into the Constitution itself, it occurred to me that we certainly
could not reach it by legislation. I prefer in that view taking the mid-
dle ground between these extreme views of legal gentlemen-between the
gentleman from San Francisco, who says that it is unnecessary because
the Legislature can reach it, and the gentleman from Los Angeles, who
holds that it is such an immense power that even the Constitution could
not reach it. I prefer to take the middle ground between them, that in
the exercise of the highest legislative power in the way of government
that it can be reached through the Constitution.

MR. MCCALLUM. Mr. Chairman: I do not rise for the purpose of making a record. When the opportunity shall offer, which will occur in a few moments, my vote will be my record. I desire, however, to state one or two facts which have not been stated, and which possibly may be deemed worthy of consideration upon the question which has excited, very naturally, a great deal of interest in this Convention. As to what we say here, Mr. President, it may perhaps be truly said, in the style if not in the very language, what was said upon a very memorable occasion by one now no more on earth, at Gettysburg, that the world will little heed but long remember what we say here. But our State, Mr. President, at any rate, will never forget what we do here. It has been said very truly, and it is a just argument, that the Committee on Corporations, which had the matter in charge, did not recommend this amendment. Without availing myself of the liberty of the Committee of the Whole to express my views generally upon the report of that committee, I may at least say this: that while that committee has done a portion of its work well, in my humble judgment, it has left a portion of it wholly undone. This is a question upon which, in my judgment, that committee at least ought to have formally passed. If I correctly understand it, it did not pass upon this very important question at all, and this Convention is now without the action of the committee upon this very important question. It has been thought that among our numerous committees that two committees sometimes act upon the same matter, and if gentlemen will notice they will find that section thirty-one of article four of the Constitution, under the head of Legislative Department, is where our Constitution refers to the subject of corporations. There is where the Committee on Corporations very naturally commenced. Now, if gentlemen will turn to the report of MR. INMAN. Mr. Chairman: I do not propose to make any set the Legislative Committee, and look at section thirty-three, they will speech. Enough has been said already. But as gentlemen seem to be find that this identical question was passed upon by the Legislative | desirous of getting upon the record I might as well do likewise. I want Committee. And it is no more than proper to say that it was not hast- to say emphatically that I am opposed to the amendment offered by the ily passed, but after considerable discussion. I do not remember what gentleman from San Joaquin. I am opposed to it from the fact. Mr. member of the committee first suggested it-it will be found substan- Chairman, that I believe it will do more injury than it can possibly do tially the same as the amendment-but I will say that so many of us good. I take it for granted that there are to-day fifty or one hundred took part in its formulation that the whole fifteen members may be can- small associations or corporations throughout the State that have been

|

I have but one word further, Mr. President. I have voted for this matter in committee. I support it here because I believe it is right; because I believe it is of so much consequence that our people should be protected as well on this as on the other side of the corporation question; the evils of the twenty odd thousand corporations of the State. I would vote for it even if I thought it might impair the prospects of the adoption of the Constitution by the people next May. I shall go upon this principle in all matters of such magnitude as this, and vote right and do right according to my judgment, though the Constitution itself which we propose should fail.

SPEECH OF MR. INMAN.

The idea precisely that is embodied in this, and I am informed he simply used that language because he did not have this draft before him.

MR. TERRY. I could not get it at the clerk's desk.

gotten up directly in the interest of the farmers. I know of a great many Then, again, I will say this. I believe I have the authority of the of them. They are gotten up in the interest of the poor man, not in the mover of this amendment to say-and I allude to Judge Terry-that if interest of the rich man. I cannot to-day, and the gentleman cannot, there be a serious doubt entertained as to the proper construction of this call to mind one instance where any individual has lost one dollar by language, he has no objection to a change of the phraseology, so as to these small associations. place it beyond any doubt. But this question does not come up here, I Mr. President, if you pass this amendment proposed by the gentle-think. Now, in the Committee on Legislative Department, of which man from San Joaquin, my honest opinion is that you will drive every Judge Terry is Chairman, and several others, myself included, are memresponsible man out of the banking business, and out of these associa- bers, we have made this as a part of our report: tions. You will leave only the irresponsible. Do you suppose that any "And the trustees or directors of such corporation or association, man who has a private fortune of one hundred thousand dollars or two and each of them, shall be responsible, individually, for the misapprohundred thousand dollars is going to risk all when he has nothing what-priation by the officers thereof of the funds or deposits of such corporaever to do with selecting his associates? This man he may not like, but tion or association." there is a majority against him. He can enter his protest and withdraw. That may be just what they want them to do. The result is that the responsible men draw out and leave only the irresponsible. It seems to be the death blow to bankers. I believe that I am about the only farmer that has spoken to-day. I have seen the benefit of these small banks I have referred to. Farmers may need a small amount to harvest their crops. If they cannot get it their business must suffer. The grain would stand in the field unreaped, or if they should succeed in reaping it, what is the result? Why they are forced to rush it into the market when the price is low. I know what the difficulty in pro-in mind. What is it here? We have, as shown by the report of the curing money has been in times gone by. I know in Mr. Friedlander's time how he would shut up the bank, and force men to sell their grain at his figures. But to-day we can go to these banks and get all the money we want by giving security. And I say where one dollar has been lost to the depositors in the banks of this State there has been hundreds benefited by them. Now, Mr. President, one would suppose that there never had been any good derived from banks; that we were almost bankrupt from the failure of two or three banks; that men were suffering throughout the State from it. Why, sir, we are the happiest and most prosperous State in the Union. This is not all the evil there is. I find gentlemen favoring this who are opposing in committees measures that have a tendency to relieve the poor men, if they will only carry them out, and those are measures to shut up the whisky mills. There is your curse. It is not your banks. It is your whisky mills; it is extravagance; it is gambling. Now, I know something of this banking business. Men run to these banks that pay a high rate of interest. That was the way with the Dime Savings Bank. They went there for one per cent. I have never found any great evil to come from banking. The farm-of ers and the merchants have been benefited thousands of dollars where there has been one lost in banking. Because one bank has failed, the whole system should not be denounced. If a man commits a crime will you have every innocent man arrested? Now, the gentleman says I am voting for corporations. I am as free from the taint of them as he, or any gentleman on this floor. I have always been opposed to the corporations when they try to take from the people their just rights, but I ain not here to kill any legitimate enterprise. I have no war to make upon any corporation that does its duty well. But if you wish to pass a law to hang me for the acts of another man, I will not fasten the noose around my own neck. I am not Bones. [Laughter.] My constituents can think of me as they please. I never cater to public opinion when I believe it is wrong. What is public opinion? It is simply the aggregate opinion of individuals. An individual can be wrong, and so can public opinion. Now, many gentlemen, like myself, want to get upon the record, and I give way.

ARGUMENT OF MR. HALE.

MR. HALE. Mr. Chairman: I am not anxious to go upon the record. I do not care particularly about that, one way or the other. I am only anxious for the results of the labors of this Convention. If they are satisfactory, I shall be satisfied; if not, no one has a right to be satisfied. Mr. Chairman, I would not say anything upon this question at this late hour, when this committee is tired, having spent two days upon this subject, but for one or two considerations. It does seem to me that a misapprehension-I doubt not in all candor-has been entertained or evinced by this discussion. That we may know exactly what the point is, I read the pending amendment:

MR. HALE. Precisely; I do not know that they all united in the report, but I thought so at the time. I think there was no objection. I am assured by two members that there was none. Now, sir, what are we aiming at? This: whenever a law is made, there is some object to be obtained-some end in view, which the legislator should always have Secretary of State, twenty thousand corporations in this State. Think of it, Mr. Chairman; twenty thousand corporations in a State with about one hundred and fifty thousand electors! Why, sir, if you divide this up among the electors of the State-and these corporations may be formed with the number of incorporators from seven to nine, I believe, according to the Codes-and if every elector of the State were a corporator in only one corporation, there would not be enough electors to go round and make up these corporations. Business is done more largely through corporations than anything else. We conduct all our mines, our manufactories, our commerce, our railroads, by corporations; and, gentlemen, we have dealt more largely in corporations than anything else. Some gentlemen on this floor have sought to array a sentiment against this amendment, for fear it would work the extinction of some of these corporations. In the name of God above I hope it may! I shall rejoice with all my heart. I am tired of feeling that there is no influence in this State, no power in this State, except corporations. I am tired of it. But we do not propose this amendment for the purpose extinguishing any corporation. It is to hold corporations to their just responsibility. God made man, and man made corporations. God alone could give us soul, and a spirit, and a conscience, but man has never given conscience, nor soul, nor moral honesty to a corporation yet, and never will. As the law creates it, so it has got no conscience. It has no rule of right, except that which is made by the letter of the Constitution and the statutes. The purpose then, sir, is this, that we should lay down a rule here with our twenty thousand corporations, by which the people shall be protected in the future against the thieving and knavery and highway robbery that has been practiced wholesale for twenty years upon the people of this State.

We are told that this thing is all wrong. One gentleman from San Francisco, the Chairman of the Judiciary Committee, waxed eloquent, and told us that it was without precedent in the laws of civil countries; nothing like it above, upon, or beneath the earth. Why, Mr. Chairman, the gentleman has forgotten, or seems oblivious to, the good, plain facts about him. What is the objection? What does he see? He says that here is a Board of Directors that may act honestly, and somebody in their employ may be guilty of an embezzlement, or misapplication of funds, and then he tells us that it would be a high outrage, and without precedent, to hold this director responsible. He points us to the case of Wells, Fargo & Company, and says that these directors cannot be expected to keep track of each and every one of these men in their employ, and guard the company, and the creditors, and the stockholders against their embezzlement. Now, Mr. Chairman, with all due deference to the gentleman, I differ with him.

Take Wells, Fargo & Company as a case for illustration. Who knows who compose the company known as Wells, Fargo & Company? Where, sir, is the security to their patrons? Nowhere to be seen. They take "The directors or trustees of corporations and joint stock associations their boxes upon the stage lines, but they own not the stage lines. They shall be jointly and severally liable to the creditors and stockholders convey their express on the railroad trains, but they own not the railfor all moneys embezzled or misappropriated by the officers of such cor-road trains. They have a few offices here and there in the State, but poration or joint stock association." you know nothing of the assets of Wells, Fargo & Co. But when you come to talk about Leland Stanford, Mark Hopkins, E. F. Miller, and Charles Crocker, and these men are the directors, the men who manage this concern, you know something about the responsibility of the concern. Now, he says we object to holding them responsible. If they are not responsible nobody can be responsible. In other words, if the credno remedy. Why should they not be responsible? Who appoints these agents? Why, these directors. It is their business to make wise and safe selections. The public trust Wells, Fargo & Co., because of the responsibility and supposed business discretion and wisdom of these men. That is the reason they are trusted, because they are expected to exercise that wise supervision which leads to the correction of abuses, the greatest safety and economy.

Now, in discussing this question with members of this Convention privately, I find that a doubt seems to have crept in as to the effect of the language of this amendment. Two or three gentlemen waxed eloquent against this sort of wrong, that if there be a Board of Directors, consisting of seven, of a corporation or association, and four, being a majority, took some step which resulted in an embezzlement or misap-itors and the stockholders cannot hold them responsible, then there is propriation of funds, and three protested against it with all their power to resist it, yet they would be held responsible. I was a little amused to hear gentlemen grow eloquent over the denunciation of such a wrong and outrage as this. Now, gentlemen of the committee, no such result is contemplated by the mover of this amendment, and I apprehend that no such result can follow. That conclusion is based upon an assumption, false in fact, that the officers shall consist, among others, of the directors. The language is, the directors shall be liable, etc., for the embezzlement We are told that there are no precedents for this in history. Why, or misapplication of moneys by the officers. Now, the officers are not what do these gentlemen mean? These directors not only have the the directors at all; neither the four, nor the three, nor the seven. So power of selecting their own agents, but they can put them in or they far as the directors are concerned, if they are guilty of embezzlement or can put them out as they please. They can take bonds from them if misapplication of the funds, they are liable to the stockholders and cred-they require them. They can take any kind of protection until they itors without any provision of this kind. It needs no amendment to are finally discharged. the Constitution or the Code. They are liable under principles of law Now, let us take another case. Here is the State Treasurer. Under as old as the civil law. But what is intended to be reached-the evil to the law he is made the custodian of the public moneys belonging to the be remedied—is to hold them responsible for the acts of their subordi-State of California. We are all interested in them. But, sir, before he can take that office, before he can handle one dollar of the State money,

nates.

he must give immense bonds. What does he do? Why, he must go around to A, B, C, and D, responsible men of the State, men capable of responding and who are able to make oath of their responsibility, to go upon his bonds. The Treasurer don't go to these gentlemen and say, "Come and look and see whether I am acting correctly as Treasurer." They have no power to do it. Now, if he is guilty of embezzlement or misapplication of funds they are made liable. There is a case where the surety upon the bonds has no interest in the salary or the emoluments of the Treasurer; has no power of supervising his work; and yet the law exacts this penalty, that they shall make good the defalcation as sureties.

Again, sir, take all the other officers, with the exception of the judicial, in the State; your Sheriff, your Tax Collector, and all the subordinate officers of the State. Every Sheriff is required to give a bond, and they are in the same position. These sureties have no power to watch the Sheriff. The law gives them no power to examine the Sheriff's books, to advise him or to control him. But he is acting in a fiduciary capacity, and the law requires that they shall make good anything which results from his wrongful act. This system runs through every department of our government from the Treasurer of State and other State officers to every county officer, except a judicial officer. Every constable and every administrator has to give bonds. These principles are as old as the civil law, and we adopted it.

Now, is not the reason as cogent why some responsibility should be imposed upon these directors. I suggest, sir, that the people, with their experience of the wrong and the robbery which has resulted from the peculations, embezzlements, and misapplication of the funds of corporations under the direction of these directors, should have at least the responsibility of the private fortunes of these men who assume to exercise that trust. And if it results in weeding out some of these too numerous corporations, all the better. We shall have no more such experience as this State has witnessed in the last three years.

THE PREVIOUS QUESTION.

men suppose. To my best judgment, each and both of them covers the
case.
MR. TERRY. I object to his making a speech.

THE CHAIRMAN. The gentleman will state what his question is.
MR. CASSERLY. May I be allowed to ask the mover of the amend-
ment to which I particularly refer, Judge Terry, whether he under-
stands it to include charitable, benevolent, and religious associations?"
MR. TERRY. I deem it includes all corporations. I do not think a
charitable or religious corporation has any better right to steal money
than a lay corporation.
THE CHAIRMAN. The question is on the amendment to the amend-
ment offered by the gentleman from San Joaquin.
A division was called for.

THE CHAIRMAN. Ayes, 95. The amendment to the amendment is adopted. [Applause.]

THE CHAIRMAN. Order! order!

MR. ESTEE. Mr. Chairman: I see gentlemen in the lobby who are applauding, and the next time it occurs, I shall move that the lobby be cleared.

MR. HEISKELL. I hope the gentleman will not be particular. This is the first victory for the people that has occurred in four years. MR. MILLS. Mr. Chairman: I give notice of a motion to reconsider the vote by which the amendment was adopted.

MR. SHAFTER. Mr. Chairman: I have another proposition to offer in connection with this amendment that has just been adopted. THE CHAIRMAN. It will not be in order. The question is on the amendment offered by the gentleman from Alameda, Mr. Webster, as amended. The amendment, as amended, was adopted, on a division, by an affirmative vote of 88. MR. SHAFTER. Mr. Chairman: I now offer another amendment as a section to follow this.

MR. BARBOUR. I rise to a point of order.

THE CHAIRMAN. The Chair has not yet heard what the proposi

MR. HUESTIS. Mr. Chairman: I now, in accordance with previous tion is. notice, move the previous question.

MR. AYERS. I second the motion.
MR. EVEY. So do I.

MR. REYNOLDS. Mr. Chairman: I rise to a point of order. My point of order is that it is not competent for a Committee of the Whole, the rule to the contrary notwithstanding, to vote for the previous question. There is no such thing known, the wide world over, in parliamentary law, as the previous question in Committee of the Whole. It will only be necessary for me to refer to one authority. It will be recognized at once. Section three hundred and three of Cushing's Manual

says:

"The previous question cannot be moved in a Committee of the Whole. The only means of avoiding an improper discussion is to move that the committee rise; and, if it is apprehended that the same discussion will be attempted on returning again into committee, the assembly can discharge the committee, and proceed itself with the business, keeping down any improper discussion by means of the previous question.”

THE CHAIRMAN. The gentleman from San Francisco quotes the parliamentary law very correctly, but this Convention adopted a different rule. It is provided, in Rule Fifty-six, that the previous question may be moved in Committee of the Whole. The Chair, therefore, is coupelled to overrule the point of order.

MR. HERRINGTON. Mr. Chairman: I rise to another point of order: that it is not in the power of the Convention to delegate its authority to the committee to pass upon the main question.

THE CHAIRMAN. The point of order is also overruled. The question is, Shall the main question be now put?

The main question was ordered, on a division, by an affirmative vote

MR. TERRY. I accepted that amendment when it was offered. MR. PROUTY. I would like to offer an amendment that will change simply one word.

No amendment can be received.

THE CHAIRMAN. MR. CASSERLY. Mr. Chairman: I would like to ask a question upon the amendment, both of Mr. Terry and Mr. Webster.

MR. BARBOUR. My proposition is that no amendment THE CHAIRMAN. The Chair has not yet heard what the proposition is. The Secretary will read it.

THE SECRETARY read:

"At all elections of trustees, directors, or other officers, a list of all the votes shall be kept and recorded, and the owners of all stock voted for, the officers elected, and all persons voting the same, whether as owner, proxy, or trustee, shall be jointly or severally liable to all stockholders not so voting, and to all creditors of the corporation for all losses of such corporation from the misconduct or negligence of such officers." THE CHAIRMAN. It is not in order at present. It cannot be offered until the whole report has been gone through.

this?

MR. SHAFTER. Can I not move to strike out a section and insert THE CHAIRMAN. No, sir. MR. SHAFTER. Then it is news to me. That is all I have got to say about that. and ask leave to sit again. MR. STEDMAN. I move that the committee rise, report progress,

Lost.

THE TERM CORPORATIONS.

THE CHAIRMAN. The Secretary will read section four.
THE SECRETARY read:

SEC. 4. 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 perMR. WYATT. Mr. Chairman: I desire to offer an amendment to that section.

sons.

THE SECRETARY read:

"Amend section four, as reported by the Committee on Corporations other than Municipal, by striking out the section as reported and insert the following:

"SEC. 4. The term corporation, as used in this article, shall be construed to include all associations and joint stock companies as shall be authorized to exercise the right of eminent domain under the laws of this State; and corporations shall have the right to sue and shall be subject to be sued in all Courts in all cases as natural persons."

THE CHAIRMAN. The question is on the adoption of the amend

ment.

MR. BARNES. Mr. Chairman: I would most respectfully request that the rules of this body with regard to order and decorum be maintained by the President. Owing to the conversation taking place in the rear it is almost impossible to hear anything that is going on. It is more like a bear garden, I respectfully suggest, than it is like a deliberative body. I ask that the rules be enforced, that we may be able to understand, once in a while, something that is going forward.

SPEECH OF MR. WYATT.

MR. WYATT. Mr. Chairman: As I stated on yesterday, I offer this amendment for the purpose of restricting the scope in which corporate powers can be authorized by the Legislature of the State under the present Constitution, and as is proposed to be engrafted in the new Constitution, the powers and objects and purposes of corporations really have no restrictions whatever. They can be applied and used for every conceivable object of trade or business. It does appear to me that it is not necessary that so wide a range should be authorized by the Constitution MR. CASSERLY. Upon examination of these amendments, I imagine and laws of the State, and that it would be better for the people of the that they have gone far beyond anything which either of these gentle-State if it was restricted. Corporations are only desirable in very few

THE CHAIRMAN. The Chair will state that the main question has been ordered.

of the cases; when they enable individuals to do something by virtue of the corporate power which they could not as individuals do. I do not conceive that they are desirable in the administration of the government when they do simply what individuals are authorized to do. Corporations which are authorized to exercise the power of eminent domain in the State ought to be authorized for certain beneficial purposes. Probably chief among these in the minds of the people is that of railroads. Also for the digging of canals and the reclamation of swamp land districts; for the bringing of water from the mountains down over the plains for irrigating purposes, and of furnishing water to cities. The right of eminent domain must accompany corporations of this character, for otherwise they are unable to carry out the purposes of the corporations or the purposes of society in creating or building up interests of this character. But I do not conceive, as said on yesterday, that it is necessary to incorporate under the laws of this State, or that it is wise for the laws to authorize an incorporation in this State for the purpose of gathering swill and feeding pigs; or that it is wise to authorize an incorporation for the purpose of establishing a hennery for hatching and raising chickens; or that it is wise in many other cases of like character.

I think I do not overstate the very ludicrous objects for which the power of incorporation is invoked in this State, when I have referred to the gathering of swill and the raising of pigs, or the establishment of henneries, and the hatching and raising of chickens, for it seems from the report of the Secretary of State, which was made to this Convention October twenty-sixth, in obedience to a resolution of this honorable body, that we incorporate "hotel companies, cloth companies, sugar companies, iron companies, quicksilver companies, soda water companies, oil companies, peat companies, lead companies, fertilizing companies, theater companies, liquor companies, boat clubs, river companies"-and wouldn't it now tax the wit and ingenuity of any member of this Convention, even our friend Col. Barnes, to tell what is meant by a river company? [Laughter.] Then also gas companies--and as regards gas companies, I would desire to make an exception in that case, because me and the Colonel together would want the use of a little gas. [Laughter.] "Jockey club companies, laundries"-in which the Chinamen are supposed to clean the dirty linen of the State-"poultry companies, hack and cab companies, dredging companies, brewing companies," and then you can go on here to the extent of twenty-one thousand companies, and the best part of them have like purposes as those read.

Do we

porations will make a rich, and prosperous, and growing community, we
are rich, and prosperous, and growing beyond any community upon the
face of the earth. But do they do it? Has it done it? In other words,
does not the property of this State now hide itself behind corporations?
Do we find ourselves as individuals the most prosperous? Do we find
ourselves as individuals the richest people? Not by any means.
find ourselves as individuals with a proper distribution of money among
us; with the capability of maintaining ourselves? We find many cor-
porations here that are immensely rich, and own money by the millions
and millions of dollars. We find the community, upon the contrary,
the individual man, a tramp, as it were, upon the public highway.
I then, gentlemen of the Convention, am in favor of restricting cor-
porations to those purposes in which they have to invoke the power of
the State to assist them in carrying on the operations or objects of the
corporation.
THE CHAIRMAN. The question is on the adoption of the amend-
The amendment was lost, on a division, by a vote of 57 ayes to 59
noes.

ment.

MR. HALE. I move that the committee now rise, report progress, and ask leave to sit again.

The motion prevailed, on a division, by a vote of 64 ayes to 52 noes.
IN CONVENTION.

THE PRESIDENT. Gentlemen: The Committee of the Whole have
instructed me to report that they have had under consideration the
report of the Committee on Corporations other than Municipal, have
made progress therein, and ask leave to sit again.
MR. GRACE. I move that we adjourn.

A division was called for, and the motion prevailed by a vote of 74 ayes to 36 noes. The Convention, at four o'clock and thirty minutes P. M., stood adjourned until to-morrow morning at ten o'clock.

SACRAMENTO, Friday, November 15th, 1878. The Convention met in regular session at ten o'clock A. M., President Hoge in the chair.

The roll was called, and members found in attendance as follows:

Belcher,
Bell,

Now, I ask the members of this Convention, do you think it is necessary to loan the aid of the State for the purpose of conducting the business which is referred to under the heads of these companies? Do you not believe that this business would be conducted in the State, and conducted better without the corporate principle, than in a corporate Andrews, capacity? Don't you believe it would be better not to loan the dignity Ayers, of the State and the common seal of the State to them? A corporation Barbour, is defined by the old writers to be "a body corporate, having a common Barnes, seal." What do you want of it, for the purpose of raising chickens Barry, and fertilizing land? What common seal would they need in proseBarton, cuting business of that kind? The only effect that I can see in creating so large a number of corporations, is the impersonality that it makes in If men want the State; the irresponsibility that it makes in the State. to enter into any conceivable business in this State, the first question is, can they raise funds enough to incorporate? If they can get their articles of incorporation filed with the Secretary of State, then they are an incorporated body for the multifarious business of the State, or some one of them. That enables them then to go forth with the name of a corporation, high-sounding as they can possibly get it, and as attractive as possible. Then it is that the high-sounding title which they give the corporation is dressed up in all the attraction that the ingenuities of the projectors can dress it, in glowing types and inks; then it is that they start it out before the unwary, and if they can succeed in bringing in any money in that shape, that is so much gain. No capital has been paid in. No showing has been made. No vising provision is instituted by the State to be held over these men. They are simply authorized to take out a patent under the laws of the State of California, for the purpose of using the name and dignity of the State to go forth in every conceivable private enterprise that the ingenuity of man can conceive of.

super

Beerstecher,

Herold,
Herrington,
Hilborn,
Hitchcock,

Holmes,

Howard,

Huestis,

Hughey,

Hunter,
Inman,

Shurtleff,

Blackmer,
Boggs,
Boucher,
Brown,
Burt,
Campbell,
Caples,
Casserly,
Chapman,
Charles,

Condon,
Cowden,
Cross,
Crouch,
Davis,
Dean,
Dowling,
Doyle,

Martin, of Alameda,

Martin, of Santa Cruz,

McCallum,

McComas,

Dudley, of San Joaquin, Mansfield,
Dudley, of Solano,
Dunlap,
Eagon,
Edgerton,
Estee,
Estey,
Evey,
Farrell,

Is it wise to loan the State for the purposes of these delusions, and for the purpose of enabling these parties to take advantage of the unwary-those not so well posted-to take advantage of the ignorant of the State, and those who need protection? Corporations of the present day seem to stand in the same relationship to the people that the religious institutions of five hundred years ago in Europe stood. Then it was there that the religious institutions pillaged the people; that all the property of the country was drank up and absorbed in the religious corporations of the day. There it was that property shirked its due responsibility of taxation. There it was that property shirked its responsibility of coming out into the commercial Fawcett, resources of the country. There it was that it was tied up and became stagnant. And civil corporations-you have only to change the word from religious to civil-and the civil corporations of this day, in my opinion, are taking the same place, and it should not be encouraged. Men should be encouraged to rely upon their individual resources; be thrown upon their own resources, and compelled to exercise them, and not become an impersonal somebody and sink the personnel of everybody in corporations. As Judge Hale has aptly remarked, twenty thousand corporations in this State, and, at the outside, one hundred and fifty thousand voters. That would make seven men and one half to each corporation in this State, or one corporation to every seven men and one half in the State. The very statement of the amount shows its abuse; the very statement of the amount shows that it should be limited.

Filcher,
Finney,
Freeman,
Freud,
Garvey,
Glascock,
Gorman,
Grace,
Graves,
Gregg,

Hager,

McConnell,

McCoy,
McFarland,

McNutt,

Mills,

Hale,

ABSENT.

If these twenty thousand corporations are a blessing, we are the most blessed people on the face of the earth. If these twenty thousand cor- Biggs,

Berry,

Kenny,

Miller,

Soule,

Stedman,
Steele,

Stevenson,

Sweasey,

Swenson,

Swing,
Terry,

Thompson,

Tinnin,
Townsend,

MR. REYNOLDS. I should like to ask the Chairman of the CommitMR. CAPLES. I move that the reading of the Journal be dispensed tee what the appendix is to contain. with.