Mr. HASTINGS Submitted the following amendment, as a substitute for Mr. Wozencraft's motion:

The per diem pay of the Secretary, Assistant Secretary, Translator, Interpreter, Clerks, and Members, (excepting the President,) be twenty-five dollars; that of the President and Reporter be fifty dollars; that of the Sergeant-at-arms be twenty dollars; that of the Doorkeeper, sixteen dollars; and that of the Page, four dollars.

And the question being on Mr. Hastings amendment, it was decided in the negative.

Mr. SHANNON submitted the following amendment, as a substitute for Mr. Wozencraft's proposition:

The per diem allowance, &c., of the officers and members of this Convention shall be as follows: one Secretary, $20; one Interpreter, $20; two Assistant Secretaries, $18 each; one Engrossing Clerk, $18; two Copying Clerks, $16 each; one Sergeant-at-Arms, $16; one Doorkeeper, $12; one Page, $4; one Reporter, $40; one Chaplain, $16; one Interpreting Clerk, $16; forty-three Members, $16 each; travelling allowance of members, at the rate of $16 for every twenty miles travel.

And the question being on the amendment, it was decided in the negative.

The question recurring on the motion to increase the Interpreter's per diem to $28, it was decided in the affirmative.

Mr. NORTON moved further to amend by providing that the per diem allowance of Mr. Howe, in consideration of his performing the duties of Engrossing Clerk, shall be the same as the Assistant Secretaries.

And the question being on the amendment, it was decided in the affirmative. On motion of Mr. JONES, the per diem of the Reporter was excepted from the report of the Committee, for future consideration.

The question then recurring on the report of the Committee as amended— Mr. SHERWOOD asked the yeas and nays; which being ordered, they resulted as follows:

YEAS-Messrs. Aram, Botts, Brown, Crosby, Dent, De la Guerra, Dominguez, Hill, Hobson, Hastings, Jones, Larkin, Lippett, Moore, McCarver, Ord, Price, Pico, Rodriguez, Reid, Sutter, Snyder, Stearns, Tefft, Vallejo, Wozencraft, President-27.

NAYS-Messrs. Dimmick, Ellis, Given, Gilbert, Halleck, Hollingsworth, Lippincott, McDougall, Norton, Sherwood, Shannon, Walker-12.

So the report, as amended, was adopted, and the per diem allowance of the officers of the Convention fixed at the following rates:

Secretary, $28; Assistant Secretaries, $23; Engrossing Clerk, $23; Sergeant-at-Arms, $22; Copying Clerk, $18; Interpreter, $28; Interpreter's Clerk, $21; Chaplain, $16; Doorkeeper, $12; Page, $4.

The question then being on the second clause of Mr. Wozencraft's resolution, he modified the same, so as to provide that the consideration of the correspondence, and not the correspondence itself, be "indefinitely postponed."

The question being taken on the second clause of Mr. Wozencraft's resolution, as modified, it was decided in the negative.

Mr. ELLIS moved the following, which was decided in the negative :

Resolved, That the consideration of so much of the reports of the majority and minority of the Committee on Finance, as relates to the ways and means of paying the expenses of this Convention, be laid upon the table.

On motion of Mr. DENT, it was

Resolved, That so much of the report of the Committee, relating to the communications of General Riley, as relates to the ways and means of obtaining the fund for paying expenses, be referred back to the Committee, and the said Committee be instructed to make the necessary arrangements with General Riley for paying the expenses of this Convention; and also be instructed to report on the proposition of the Reporter, J. Ross Browne, for furnishing printed copies of his reports.

at his own request, was excused from further service on the Fiand Mr. Walker was appointed by the President to fill the

On motion of Mr. JONES, the House then resolved itself into Committee of the Whole, Mr. Botts in the Chair, on the report of the Committee on the Constitution.

COMMITTEE OF THE WHOLE.

The 31st Section of the report of the Committee being under consideration, as follows:

31. Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time, or repealed.

Mr. JONES moved to strike out the 31st section, and if in order, the four following, and to insert in lieu thereof, the section 2d of the 9th Article of the Constitution of Iowa, with an amendment, which he would submit in writing.

Mr. GWIN said that, inasmuch as he had made a minority report on this subject, he hoped the gentleman (Mr. Jones,) would withdraw his motion, so as to permit him to offer the following amendment. He moved to strike out from the 31st to the 36th sections, inclusive, of the majority report, and insert as follows:

SEC. 1. No corporate body shall be created, renewed, or extended, with the privilege of making, issuing, or putting in circulation any bill, check, ticket, certificate, promissory note, or other paper, or the paper of any bank, to circulate as money. The Legislature of this State shall prohibit by law, any person or persons, association, company, or corporation, from exercising the privileges of banking, or creating paper to circulate as money.

2. Corporations shall not be created in this State by special laws, except for political or municipal purposes; but the Legislature shall provide, by general laws, for the organization of all other corporations, except corporations with banking privileges, the creation of which is prohibited. The stockholders of every corporation or joint stock association, shall be personally and jointly responsible for all its debts and liabilities of every kind. The State shall not, directly or indirecly, become a stockholder in any corporation. All general laws and special acts passed pursuant to this section, may be altered from time to time, or repealed; and all corporations shall have the right to sue, and shall be subject to be sued, in all courts, in like cases as natural persons.

Mr. SHERWOOD inquired if it was in order to move to strike out five or six sections, when only one was under consideration.

The CHAIR presumed that the whole report was before the Committee, and that it was in order to propose a substitute for several sections, having direct reference to the same subject.

The point of order giving rise to discussion,

Mr. GWIN said he would simply move to strike out the 31st section, and insert the amendment which he had just read. If adopted, the other sections of the report would necessarily be stricken out.

Mr. JONES remarked that the first section proposed by the Committee provided that no corporation should be created by special act, unless the Legislature saw fit to create it. He understood that to be the full scope and meaning of the section. The clause to which he had reference, was in the following words: "Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Le. gislature, the objects of the corporation cannot be attained under general laws." In any case whatever, where, in the opinion of the Legislature, the object cannot be attained under general law, corporations therefore can be granted. Take this clause on its own bottom, and it would allow, and in fact, soon suggest the incorporation of banks. He wished, for that reason, to introduce the discussion of the whole subject at once. He did not think this article could stand upon its bottom. Every member in the House would at once see the absurdity of prohib. iting the Legislature from passing acts of this kind, unless it thought proper to do so. He was willing to submit the article to a vote upon that construction; it carried its absurdity upon its face; but if the debate was to be opened, it was neces sary to know how far this clause was to be affected by subsequent sections.

Mr. NORTON. I imagine the gentleman is mistaken in the view which he takes of this section. He does not give it a fair interpretation. It does not say, nor does its meaning bear the import that corporations shall not be created by special act, except the Legislature see fit to create them. The section is plainly expressed, and states what it means. but shall not be created by special act, except for municipal purposes, and in cases Corporations may be formed under general laws, where, in the judgment of the Legislature, the object of the corporations cannot be attained under general laws. If, under this section, the Legislature grant a charter for a corporation by special act, where the object of the corporation can be attained under general laws, that act of the Legislature is unconstitutional. The question of constitutionality will be for the courts to decide. In regard to this whole subject of corporations, it was expected by the Committee that it would give rise to a good deal of discussion; and knowing the opinions of the House respecting institutions of this kind, especially banking corporations, we endeavored to report such provisions as would cover the whole ground. With this view, the Committee selected from the different Constitutions such provisions as they deemed necessary to prohibit the Legislature from granting charters to banking corporations, or giving any corporations whatever the right to issue paper money, or any equivalent for a paper currency. Under these sections, nothing can cir. culate as money, except gold and silver. It was the opinion of the majority of the Committee, as it is of the majority of the House, that corporations for banking purposes should be prohibited. The substitute proposed for the different sections reported by the Committee, prohibits the creation of any corporation whatever, by special law, and also prohibits banking, and the issuing, and putting into circula. tion, any bills, checks, promissory notes, or paper to circulate as money. The re. port of the Committee also prohibits banking corporations and the circulation of bank paper as a medium of currency; but the Legislature has power to grant charters for corporations when the object of such corporations cannot be attained under general law. The only difference between the two in effect is with regard to the liability of corporations. I am not tenacious myself about this article. Let it be worded as gentlemen think best. I go as far as any one in making corporators liable for the debts of the corporations; but inasmuch as the report of the Committee does not vary essentially from the substitute moved in its place, I hope the House will not reject the report, and adopt a substitute which does not mate. rially differ from it.

Mr. LIPPETT. I agree entirely with the view taken by my friend from San Joaquin, (Mr. Jones,) that the clause of this section, which intends to limit the Legis. lature, is perfectly nugatory, or will be so in effect. I am opposed to giving the Legislature the power, in any case, to pass special acts for corporations. For this reason alone, I should vote for the amendment. granting such power to the Legislature in cases where the object of the corporaBut even if I were in favor of tion could not be attained under general laws, I would object to the section as it now reads, on the grounds stated by the gentleman from San Joaquin-that the language of the clause makes the limitation perfectly nugatory. The Chairman of the Committee (Mr. Norton,) states that special acts passed by the Legislature where the object could be attained under general laws, would be unconstitutional, and that the courts would decide the question of constitutionality. I think not. If such a question were raised in any court of law, it could not be entertained. From the very reading of the clause, the question of constitutionality is left to the decis ion of the Legislature itself. The Constitution, by leaving it to the discretion of the Legislature, settles the question; and it cannot be brought into court. If that clause was stricken out of the 31st section, so that it would read "Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes," then it might be competent for a court of law to sit and hear arguments on the question; but as it stands, the right to decide is taken out of the hands of the court. The very fact of the passage of the law, makes it conclusive

that, in the judgment of the Legislature, the object of the corporation could not be attained otherwise than by special act.

Mr. JONES. I must say it is very difficult to discuss one part of this subject without going into a discussion of the whole. It is almost a matter of impossi bility to state what effect that particular article will have, if we cannot discuss what effect the succeeding article is to produce. But, I am, as a general principle, against the creation of corporations by special act. I think the power is always liable to be abused. I have seen a corporation under the name of the Sun Insurance Company, in New Orleans, for the sale of pork. You might with this authority, with all these prohibitions and constructions staring you in the face, incorporate a body for the purpose of moulding tallow candles, and that corporation could next day issue bank notes. There is no prohibition here, as in the Constitution of Iowa, against the issuing any bill, ticket, check, or promisory note, to circulate as money. The only prohibition in all the articles reported by the Committee is against the circulation of bank bills. A bank bill is a specific, deter. minate object. It is well known that a bank bill is not a check or certificate of deposite. Neither one of these would come under that definition. Suppose a corporation were to be created by special act for the purpose of moulding tallow candles, would it not be competent for that corporation to issue paper payable at par?

Mr. HALLECK. I call the gentleman's attention to another section, which says there shall be no corporations for banking purposes.

Mr. JONES. Does the gentleman call a tallow-candle corporation, a corporation for banking purposes? They have a right to use their credit. A corporation for banking purposes is a well known object; that object is to discount paper, to receive deposites and issue notes. But I presume any corporation has a right to issue its notes, or, if money be deposited in its hands, it has a right to issue certificates of deposite. Now I wish to call the attention of the gentleman to the reading of this article on banks: "The Legislature shall have no power to pass any act granting any charter for banking purposes; but associations may be form ed under general laws for the deposite of gold and silver." This is the most imperfect and objectionable bank I know of. If it has power to receive gold and silver, it has a right to issue certificates of deposite; it has a right to make them payable to bearer, and consequently make them bank paper, and circulate them as money. The gentleman will certainly not deny that if I deposite the sum of one hundred dollars in one of these associations, I can take a certificate of deposite payable to bearer. None of the usual guards of the banking system are attached to this. You create here the most irresponsible sort of a bank. It is not necessary for such an establishment to have capital in order to receive deposites. You do not compel it to have capital. It goes on and makes money on borrowed capi tal. Such is the scope and inevitable result of any special act creating corpora. tions. If an individual has funds of his own to work upon, sufficient for his commercial and trading purposes, he does not want to work upon the capital of other people; if he has not, I do not desire that the Legislature should give him the privilege of using other people's money. This question will come up more fully hereafter for argument. In relation to the 31st section, I contend that the objections against it have not by any means been answered; that if you leave it entirely to the Legislature to determine upon the propriety of granting charters by special act, the rest of the section is nugatory and void; there is no limitation; and a general power is given to the Legislature to pass any special act it may think proper.

Mr. SHERWOOD. This section which it is proposed to strike out, was taken literally from the Constitution of New York. Previous to the adoption of that Constitution there were various projects for corporations before the Legislature every session; sometimes as many as eight or ten for railroads, and sometimes two or three for the formation of Cemetery corporations or Insurance Companies.

Many of these corporations were meritorious in their character and objects; but the result was that half the time of the Legislature was occupied in examining their respective claims and granting charters. This had become an evil so great that it was at length deemed necessary by the people of the State, in Convention, to put a provision in the Constitution making it the duty of the Legislature to pass general laws, by complying with which, any association of individuals might form themselves into a corporation. There were other considerations that operated in bringing about this clause in the Constitution; the desire to extend to every one the privilege of forming associations for any beneficial purpose, whether by the combination of capital or otherwise, where the object could be attained under general law. It is necessary in certain cases that corporations should be passed by special act. They cannot be brought under a general head. There are instances where but one corporation of the kind, for a charitable purpose, is offered to the Legislature. The subject may never come up again; hence the necessity of providing that, where the object cannot be accomplished by general law, special acts may be passed by the Legislature. What has been the experience of New York? The Legislature, in compliance with this provision of the Constitution, has passed a general law permitting railroad companies to be formed. Instead of numerous applications every winter for corporations, this great item of expense is cut short; and the general law is upon the statute book allowing any number of persons to form railroad associations, insurance companies, cemetery associations, or other corporations. This provision of the Constitution was com. plied with by the Legislature at the first session after its adoption. As occasion requires, where general laws could be passed, they have passed them-showing conclusively that they regard this clause as binding. The judgment of the people would be against them if they did not comply; their own oaths of office would be against them. I have heard no complaint, since the article was adopted, of the Legislature granting special charters where the object could be accomplished under general laws. It is not my design to discuss the questions embraced in the other sections, until we come to them in their proper order; but I think it clear that some discretion should be left to the Legislature to pass special grants of charter where the object is meritorious and cannot otherwise be obtained. On motion, the Committee rose and reported progress. The Convention then took a recess of one hour.

AFTERNOON SESSION, 3 O'CLOCK, p. m.

Mr. JULIAN HANKS, a member from San Jose, came forward, took the oath, and was admitted to his seat.

On motion of Mr. JONES, the House then resolved itself into Committee of the Whole, Mr. Botts in the Chair, on the report of the Committee on the Constitution, the question being on Mr. Gwin's amendment.

Mr. HALLECK. I have a very few words to say on this subject. I would call the attention of the House to one point. There are articles on the subject proposed in the amendment in the original report of the Committee. The gentle. man's minority report proposes to substitute several articles for one. I object to it on that ground. I also object to it on the ground that the articles reported by the majority of the Committee are far better, and the same object may be attained under one of the articles reported by the majority, and that is, to prohibit the circulation of any check, bill, promissory note, or paper. Why strike out one section of the report of the Committee, and then substitute for it an amendment which is afterwards carried in that report? It seems to me to be an unprecedented proceeding. It divides the whole subject. If it is possible to attain the object di rectly, why not attain it directly, according to the rules of the House? If we wish to limit the powers of the Legislature as is proposed in this substitute, let the question come under the proper section of the majority report-the section