essary work, and involved the enactment of further general laws, before it could be made effective, for as yet the purposes for which charters might be granted under that law were comparatively few. We therefore find in the years between 1852 and 1860 many such acts extending the purposes for which charters might be obtained at any time and without the necessity of applying to the Legislature An examination of the Code of 1860 under the title "Corporations" will disclose the extent to which the scope of the general law had been enlarged. By this time the method of requiring the execution, acknowledgment and recording of the certificate of incorporation was generally required and it is here that we first find provisions for building associations and telegraph companies.

The Constitution of 1864 retained, in totidem verbis, the provision of that of 1851 with reference to Corporations, but in that of 1867, a decided change was made, in that it was no longer in the discretion of the General Assembly to grant any charter, but they could only do it where no provision had been made by the general law for the kind of charter desired. The language used for this purpose is as follows:

"Corporations may be formed under general laws, but shall not be created by Special Acts, except for municipal purposes, and except in cases where no general laws exist providing for the creation of Corporations of the same general character as the Corporation proposed to be created, and any act of incorporation passed in violation of this section shall be void." The courts are thus for the first time given the power to pass upon the right of the Legislature to create Corporations by Special Acts. Following this important change came the Act of 1868, with its more than one hundred and forty amendments, in which there has been an endeavor to systematize the general law on this subject in a way that had not before been attempted, and thereby make it unnecessary that the time of the Assembly should be occupied to any great extent with this subject. The growth of corporate management, however,

seems to have moved steadily in advance of the effort for general laws, and in spite of these restrictive measures, and the formation of many Corporations under them, there has been an ever growing disposition to seek the aid of the Legislature in such matters. The average layman prefers to see the powers to be enjoyed by his Corporation written in express words in its charter, and these he regards as much more valuable if they are contained in a special law applicable to his Corporation alone. So far as he has the say, nothing will be left for inference.

And so it has been, not merely that charters, of doubtful validity are frequently passed by the General Assembly, for they could be more readily and with less question obtained under the general law; but a charter is frequently taken out under that law with a well-defined purpose, often avowed, of going to the next General Assembly for an enlargement of its powers, and to avoid constitutional objection, some power, often not vital or very important, will be included which is not within the scope of the general law.

As illustrating the extent to which the general law has been used, an examination in Baltimore City and the counties of Baltimore, Harford, Alleghany, Montgomery and Anne Arundel, discloses that from 1868 (the records prior to this year are not easily accessible) to the present time, nine thousand six hundred and ninety-two charters have been taken out, an average of two hundred and eigth-five each year. These are in addition to more than two hundred railroad charters which have been filed in the office of the Secretary of State.

Summing up the results of our examination we find a steady growth in the number of Corporations created during our legislative history, so much so, that the effort which began in 1838 to relieve the Assembly from the necessity of spending its time with such work, has been steadily continued, and although, as we have seen, many charters are annually taken out under the general law, yet each General Assembly has to devote a large part of its session, certainly one-fourth, to the consideration of such measures. Indeed, if each charter

should receive from the open session of each house the attention necessary to make sure that the Corporation in question shall be kept within the present general policy of our laws towards Corporations, and that it shall gain no undue advantage, or, in the slang of the session, contain "no snakes," much more time would be consumed.

As bad though as it is from many standpoints to have so much of the ninety days of our biennial sessions so consumed, this is not by any means the worst feature of it. Where so many business interests are involved and it is popularly believed that so much may be accomplished by favor, persons gather to support and urge their respective claims, to expedite the passage of their favorite measures, to prevent their too serious amendment and to hinder and delay measures to which they are opposed. Their importunity is great, their willingness to spend more or less money to accomplish their purposes is well known, though difficult of proof to legislative ⚫committees alone, and the result of it all has been the building up at our State capitol and every other capitol where so many corporate privileges are to be dispensed, a powerful and well-disciplined lobby, its leadership being, generally speaking, within the ranks of the dominant party, and its ramifications in every other party, with all its attendant evils. I shall not stop to discuss these at length, they are well known by almost all who have been members of the General Assembly and by everyone who has attended its sessions to look after important business or corporate interests. This is well illustrated during the organization of the Assembly by the stress always laid in certain quarters upon the membership of the respective Committees on Corporations.

The ability and power of, those in charge of the lobby are also well known and recognized with regret by many of the ablest and best of our citizens.

"In vain we call old notions fudge,

And bend our conscience to our dealing,
The Ten Commandments will not budge,

And stealing will continue stealing."

How could there be a more pressing need for the removal from our legislative system of those features which have laid the foundation and are the main sources of such evils?

From the Constitution of 1777 up to the year 1853, all the public roads were authorized by legislative enactment, until the statute books were filled with such laws. This evil alone was sufficient to justify the entire surrender of this power by the General Assembly and its being entrusted to the county commissioners of the several counties. Why should not the existence of the further evil of corruption, which is generally incident to legislation for or against corporate interests, be frankly and openly recognized, and the necessity or opportunity for such legislation be removed as far as possible from our system?

Perhaps some will say, how can this thing be? Is there not a lobby about every Legislature, and are not those who are interested in legislation everywhere made to pay for it? Well, probably such is the case, to a greater or less degree, in accordance with the importance of the proposed legislation to the moneyed interests. But why should not the evil be reduced, the facilities for it decreased, and the opportunities it affords for a professional livelihood at our own capital be diminished? It is only by an open recognition of an evil that progress can be made towards its removal.

Now, as to the remedy for these evils. The power to furnish what corporate interests so frequently and regularly require, should be surrendered by the Legislature and lodged in some office where the responsibility is single and the charter is granted as of course upon payment of the required fees. This would be not merely a saving of the time now consumed in this way, but the removal of what is probably the chief source of corruption about the legislative halls.

In maturing such a change in our methods, when it comes about, as it surely will in the not distant future, we should see that quite a respectable portion of the sums which those interests are willing to spend with the lobby goes into the state treasury, and that before the charter is granted.

In amending or redrafting the general law for this purpose it will be necessary to define the objects for which charters may be procured, and it is right here that the process may be simplified to advantage. Why not permit them to be formed to engage in or conduct any lawful business whatever? Other States have pursued this policy and do not seem to regret it. The Legislature has practically been doing this by Special Act for many years, and it is much more in keeping with the spirit of our institutions to grant such powers freely to each and all who are willing to pay the State their value, than to confine them to those who are willing to buy from the lobby. The advantage to be gained in this respect is a double one, the reduction of the powers for evil of a corrupt lobby, and the increase of the sources of income for the State, at a time when every reduction of the burden of taxation is gladly welcomed. In contending for thus enlarging to the fullest extent the purposes for which incorporation may be sought and obtained, it is not meant that there should be a throwing aside of the restrictions, approved by experience, under which corporate powers shall be exercised, but merely that charters for any business purpose or object in which an individual might engage may be granted, as a matter of course, without influence, to any persons who are willing to pay the State for the privilege. Let there be the fullest competition in this respect, and the largest revenue which may be reasonably gathered from it. An examination of the powers enumerated in many recent charters will disclose that they could have been given as effectually in fewer words and that the change proposed is really not an enlargement of powers, but the opening up of a favored field to full and free competition upon equal terms to all.

The duty of the official granting the charter should be as far as possible purely ministerial, as for example, examining the papers, approving their form and assessing and collecting the fees. In New Jersey the certificate of incorporation is filed in the Clerk's Office of the County where sought and a certified copy is required to be forwarded at once to the