death blow. Such a principle would permit the majority of the legislature to fritter away the entire public property, which it was the object and design of this clause to protect. It would invite legislative peculation upon that property, at each annual session, until it should be entirely squandered, or until the inventive powers of men, prompted by local interest, or excited by the dictates of avarice, or influenced by the still more reprehensible spirit of demagogueism, shall cease to be employed, as they ever have been, in devising the means, and inventing conditions, by which to elude the letter and subvert the spirit of this sacred instrument, or quite destroying its force and effect. So, too, if the fact that a grant of the public property, by a majority vote, for a local or a private purpose, is to take effect at a future day, should be considered as sufficient to take such a grant out of this constitutional limitation upon legislative power, then the legislature have only to pass such an act, without specifying the time it is to take effect, and this object is accomplished, under the general statute, which provides in such case, it shall take effect in twenty days.

§298. The next question arising under this clause of the constitution, to wit: what, within the meaning of this clause, is a bill creating, continuing, altering, or renewing a body politic or corporate," has frequently been considered by our judicial tribunals. A distinction was, at one time, taken, between a mere municipal corporation and other corporations. In the first case, in our courts, where this question arose, (a) it was held, that this provision did not apply to public corporations, but solely to private corporations, such as banking institutions and the like. That laws affecting public corporations,

(a) The People v. Morris, 13 Wend. 325.

such as cities and villages, might be passed by a majority vote. It was, however, in that case, conceded, that a strict interpretation would include the former class. The same doctrine was reiterated in a subsequent case.(a) Chancellor Walworth, in subsequent cases, entertained the same view of this point.(b) The decision on this point in the last cited cases was based upon the ground, that public corporations were not within the mischiefs the constitution was intended to guard against. That it was aimed solely at a multiplicity of private corporations. But this doctrine in the court of dernier resort was ultimately overturned in the case of The People v. Purdy.(c)

§ 299. In that case it was definitely settled, that this clause includes all corporations, properly so called, whether public or private. The decision in that court was. placed on the ground, that the terms were sufficiently comprehensive to include all corporations, and were explicit and unambiguous. The plain and comprehensive language did not warrant the court in confining it to private corporations. That if it had been the intention of the framers of the constitution to have excluded public corporations from the operation of this section, and to leave them to be controlled at the pleasure of a bare majority of each house, they should have said so in express terms, and they evidently would not have used the words "every bill," applicable to all corporations. When the words were thus plain and clear, and the sense distinct and perfect arising on them, no other sources of interpretation should be resorted to. That the constitution made no distinction, in terms, between public and private corporations. If it was the intention of this

(a) The People ex rel. Lynch v. The Mayor, &c., 25 Wend. 680. (b) Warner v. Beers, 23 Wend. 126. The People v. Purdy, 4 Hill, 391. (c) 4 Hill, 391.

clause to prevent a multiplicity of banks or monied corporations, why were they not specifically enumerated, and an exception made exempting public corporations from the general provisions. The evils to be apprehended from the alteration of a public corporation were far greater than any which would be likely to flow from altering a mere private corporation; for the one would affect only a few individuals; the other, the whole community. Hence, the inhabitants of cities and towns had been careful to retain, in all their charters, the recitals of their ancient liberties and free customs; because they knew and understood the operation of these upon their interest and happiness. Hence it had been the policy in territorial cessions, and on conquest, to retain the ancient usages of the people. There was much more reason for applying the two-third clause of the constitution to public rather than private corporations, in order to shield the former against sudden and arbitrary encroachments upon their ancient customs. Nothing appeared more inconsistent, than that the framers of the constitution intended to allow the chartered rights of a great community, consisting of more than three hundred thousand souls, to be altered by a bare majority vote, while at the same time they required the assent of two-thirds of the members elected to each branch of the legislature to amend or alter the incorporation of a turnpike or toll bridge.

§ 300. That the people, in the adoption of the constitution, must be understood to have used the words of the text in their reasonable interpretation, and not according to the private understanding of any particular man. Where the words were clear, and the sense distinct and perfect, arising on them, there was generally no necessity to have recourse to other means of interpretation. That recourse to other means of interpretation was only warranted where there was some ambiguity in

the language. That adopting these rules of construction and applying them to this clause, no doubt remained as to its meaning. The words were so plain and their meaning so clear and obvious, there had been no attempt to explain them away. If the words "altering or renewing any body politic or corporate," might be construed to mean one kind of corporation only, to wit, private corporations, might it not be said, that another distinction may be made, and it be insisted that the words did not apply to a sole corporation, and then another that they did not relate to a lay, but only to spiritual corporations, and then refining still more in the love of spiritualization, explain "any body" to mean nobody. Such a construction would be contrary to what the constitution plainly imports. The language was, "every bill," continuing, altering, &c., any body politic. Lexicographers had defined the word "every," to mean "each one of all.” Johnson had given the example of its definition, “ All the congregation are holy, every one of them;" and he had also defined the word "any" to mean "every," and had said, "It is in all its senses applied indifferently to persons and things." That the construction which had been contended for would make the words "every bill, altering or renewing any body politic or corporate," to mean some bills and some corporations, instead of every bill and all corporations, and that too, where the words used were not dubious or couched in any ambiguous

terms.

§ 301. The decision was also placed on the ground, that the debates in the convention which framed the constitution showed that this subject was distinctly brought before that body, in course of the discussion had upon this section, and was formally passed upon. On referring to Carter and Stone's Debates in convention it would be seen, that when the report of the committee, containing this clause, came up for consideration, not

only was it suggested that this provision would embrace public as well as private corporations, but a proposition was actually submitted to amend, by adding after the word "any" the words "bank or monied institution," thus confining its operation to this particular class of corporations. It was then argued that the section as it then stood, would require two-thirds of the members of each branch of the legislature to incorporate a village bridge or turnpike. But it was answered, that twothirds would never be wanting to incorporate a village or a turnpike; and the proposed amendment was thereupon withdrawn. Thus showing clearly, that the convention, while they were anxious to throw restrictions around the increase of monied corporations, were at the same time desirous to guard and protect all incorporated institutions from any alteration of their charter of rights, except in cases where those alterations were of so clear and palpable a character, as to satisfy the minds of twothirds of the members elected to the legislature that such alteration should be made.

§ 302. It has been decided by the court of dernier resort in the state of New York, that the act of 1838, entitled "An act to authorize the business of banking," was a valid and constitutional act, although it did not receive the assent of two-thirds of the members elected to each branch of the legislature. That associations organized under this act, and in conformity to its provisions, were. not corporations within the spirit and meaning of the constitution.(a) The decision in this case was placed on as many different grounds as there were different minds participating in the expression of an opinion. The president of the senate held, that corporations exist either by express grant or by implication. That by this act

(a) Warner v. Beers, President, 23 Wend. 103.