Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/838

 APPENDIX. next object — winch is occasionally very prominent, and at times of no importance — is to obtain certain privileges from the public authority. Some of these privileges are the right of eminent domain, (in instances of corporations like railroads, which sub- serve the public use,) the right to issue credits and receive de- posits, (as that of banks or trust companies,) the right of do- ing certain acts in certain places, whether exclusively or not, (as to furnish water, or to run a ferry, or to occupy the streets of a municipality). These are the " franchises " which pertain to a corporation. A third object is the regulation of the respective rights, duties and liabilities of the body corporate, stockhold- ers, creditors and directors, either of one class as against an- other, or one member of a class as against another member of the same class or other classes. The fourth and last object (not always mentioned) is the minimizing of taxation. With these four objects in mind, the promoters first select a state wherein to incorporate. In the early part of the nine- teenth century, the ordinar}^ method of incorporation was by special act of the Legislature of some state. The difficulties of obtaining such special act, the attendant expenses, and the abuse of giving to one what was denied to another, led to amendments in the constitutions of almost all of the states, for- bidding such special charters. There were substituted general statutes, by following which incorporation could be attained. The most celebrated of these general statutes were those en- acted by the Legislature of the state of New York between the years 184-7 to 1854. These comprised different statutes for different kinds of corporations : one method for a railroad, another for a bank, another for an insurance company, and yet another for an ordinary business enterprise. The other states for the most part followed the plan of the New York statutes. Up to the present time, in regard to corporations demanding special privileges, the statutory requirements are practically alike throughout the states of the Union. The tendency is general to impose additional safeguards against the indiscrimi- nate grant of incorporation to such kind of enterprises. For instance, in New York, incorporation for railway purposes is not now permitted until the Board of Railway Commissioners has approved of the enterprise after due hearing (section 59 of the Railway Law). The like rule obtains in Massachusetts. 818