Page:Memphis & Little Rock Railway Co. v. Berry.pdf/15

 explain, why, when the original act was passed authorizing a "mortgage," there was a failure or refusal to provide at that time for all the processes by which it should ultimately be made most fully and effectually beneficial to the mortgagee. The original corporators, before they accepted it as their charter, would doubtless be careful to see that all provisions deemed needful or desirable should be inserted, so far as the legislature could be induced to accede to their demands. At all events the difficulty is there, and, as is held uniformly and again and again announced, in the most emphatic terms by the learned judges of the supreme court of the United States, in the opinion rendered there, as well as by the State tribunals, he who sets up a claim to exemption from taxation must prove it. And that not by vague, doubtful and speculative implications, but the grant and the scope and extent thereof, and the mode of its transfer, must be shown clearly and affirmatively. It would have been an easy matter for the legislature, if so intended, to have expressed in a few apt words or clauses, the design to impress upon this charter the character claimed, and provided for carrying out such design. Their failure to do this raises a presumption against it.

The appellant utterly fails to show how it was possible for it to organize under the old charter. The machinery was not provided, the mode not pointed out. The difficulty is one that cannot be removed by any amount of fine reasoning on the general principles of law and morals that ought to control States dealing with their citizens. It is a difficulty which counsel for appellant, in their very able brief and forcible presentation of the case, have failed to overcome, simply because, as it seems to us, it cannot be done.

The present corporation, the appellant company, was organized in 1877. The only laws then in force under which it could be organized as a corporation, and to which the