Part 30

"'Section 1. 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 All general laws and special acts passed pursuant to this section may be altered from time to time or repealed.

* * * * *

"'Section 3. The term corporations as used in this article shall be construed to include all associations and joint stock companies having any of the powers of corporations not possessed by individuals or partnerships.'

"At the afternoon session on the same day the first section was adopted unanimously, and the above clause of the third section was adopted without considerable opposition.

"The discussion in the convention shows that those clauses were understood to apply to all corporations then existing or thereafter to be created.

"Those provisions stand in the Constitution of the State of New York. They are referred to in a speech on canals and railroads made by Mr. Tilden in the constitutional convention of 1867. The passage is as follows:

"'The convention of 1846, by provisions which it fell to my lot to report, provided, first, in favor of a system of incorporation under general laws, and, secondly, for a supervisory legislative control over the chartered power and privileges of all corporate bodies.

"'In my judgment, those two provisions were, and are, perfectly adequate to secure every public object, however freely we may grant to private enterprise all the powers necessary to enable it to create these great machines of travel and transportation, and to the management of them by corporate bodies, which can serve the public with more skill and economy than the State can. The authority thus reserved to the State is doubtless capable of being perverted by it to private injury and oppression; but it seemed to be necessary to the public safety, and is a trust to be exercised with wisdom and justice.'

"The general Railroad act, chapter 140 of the Statute Laws of 1850, passed April 2 of that year, faithfully executed the mandate of the Constitution. The forty-eighth section of that act is as follows:

"'The Legislature may at any time annul or dissolve any incorporation formed under this act; but such dissolution shall not take away or impair any remedy given against any such corporation, its stockholders, or officers, for any liability which shall have been previously incurred."

"The Broadway Railroad charter was formed under chapter 252 of the laws of 1884, entitled 'An act to provide for the construction, extension, maintenance, and operation of street surface railroads and branches thereof in cities, towns, and villages.'

"The first section of that act expressly provides that every corporation formed under it 'shall also have all the powers and privileges granted, and be subject to all the liabilities imposed by this act, or by the act entitled "An act to authorize the formation of railroad corporations, and to regulate the same," passed April 2, 1850, and the several acts amendatory thereof, except as the said acts are herein modified.'

"In the case of 'The People of the State of New York against Dispensary and Hospital Society of the Women's Institute of the city of New York' (7 Lansing, page 304), a corporation formed 'under an act of the Legislature of the State of New York, entitled "An act for the incorporation of benevolent, charitable, scientific, and missionary societies, passed April 12, 1848, and the acts amendatory thereof,"' was judicially determined to have forfeited its charter by reason of the payment of money as a reward for the use of influence in obtaining an appropriation from the State, and the corporation was dissolved by judgment of the court.

"The authority of the Legislature to repeal a charter is much broader than the judicial authority. It is expressly declared by the Constitution and by the law to be in the discretion of the Legislature. It may be done on moral evidence of wrong-doing on the part of the corporation, while a court could only act on judicial proof. It may be done on grounds of public policy or expediency.

"The bill pending in the Senate for repealing the charter of the Broadway Company and annulling its franchise may do well enough if a Broadway railroad is to exist.

"Whether any holders of Broadway Railroad stock or bonds can be shown to be innocent and entitled to special indulgence, can be better judged of when the investigations are concluded.

"One thing is quite clear. The corruption of public officers in order to obtain possession of valuable franchises at much less than their real worth, can only be stopped by making such schemes impossible to result in any profit.

"A general law should be passed requiring every such franchise to be disposed of at public auction.

"If proofs cannot be found to bring the wrong-doers to criminal punishment, the confiscation of their investment will be a salutary warning to them and to the public generally."

D. MANNING TO TILDEN

"WASHINGTON, D. C., _Mch. 5, 1886_.

"MY DEAR GOVERNOR,--One of the first copies from the press, of the reply to the House resolution, was duly mailed to you, from here, addressed, 'George W. Smith, Esq., Greystone, Yonkers, N. Y.' I sent you another copy to-day, addressed to you personally, which I hope won't miss fire.

"There is 'a squall on,' hereabouts, concerning financial matters, and it may grow to the size of a heavy storm, but I doubt. At any rate, I think we are in waters deep enough for safety, and the record isn't a half bad one.

"I have plenty of work and worry, and no day passes that I do not wish I were near enough to you to get the benefit of your safe judgment and advice. There is none here to whom I can go with such confidence and sure dependence.

"Faithfully yours, "DANIEL MANNING."

TILDEN TO PRESIDENT CLEVELAND

"_Confidential._

"GREYSTONE, YONKERS, N. Y., _March 12, 1886_.

"DEAR MR. PRESIDENT,--I read in the public journals that the name of Brigadier-General Newton, Chief of Engineers in the United States army, is before you for promotion to a Major-Generalship.

"I have had occasion, in the course of his duties near the city of New York, although having no personal acquaintance with him, to form an opinion as to his character and capacities; and have otherwise acquired information concerning him.

"I believe him to be a very able and accomplished officer. I understand that his commission as lieutenant antedates that of all other officers now in active service; that he entered West Point at the same time with General Pope, and graduated higher in his class; that he graduated twelve years prior to General Howard.

"Although a Virginian by birth, he greatly distinguished himself on the Union side--commanding the First Army Corps at Gettysburg, and taking an important part in other battles.

"At his age, and to be retired more than six years sooner than General Howard, unless he is now restored to the priority to which he is entitled, he probably will be denied altogether the promotion which his services, his character, and capacity merit.

"Another consideration seems worthy of attention. The highest honors of the army ought not to be confined exclusively to Republicans, so long as Democrats not inferior, not to say superior in services and professional capacity, older soldiers if not better, remain to be chosen. General Hancock's death made a vacancy which, though well filled, was not filled by a successor of General Hancock's political faith. General Newton's selection now would for the time redress the balance.

"With assurances of cordial regard, I remain,

"Very truly yours, "S. J. TILDEN."

S. J. TILDEN TO DANIEL MANNING

"_Confidential._

"GREYSTONE, _March 14, 1885_.

"DEAR MR. MANNING,--1. I hear a rumor that there is a movement to turn out Mr. Nimmo, who is the head of the Bureau of Statistics. I have examined his reports. They make the impression on me that he is a valuable officer and should be retained.

"2. I have received a letter from Mr. R. H. Henry, of the _State Ledger_, Jackson, Mississippi, saying that, at the suggestion of Mr. Lamar, he has become a candidate for appointment as Register of the Treasury. I infer from his letter that some other appointment would satisfy him.

"I know nothing about his qualifications, or to what appointment he would be adapted. He was chairman of the committee deputed by the Chicago convention to wait upon me with its complimentary resolutions. He is a man whose appearance makes a favorable impression. He has co-operated with us for twelve years, and went early and strongly for Mr. Cleveland. I bespeak your good-will and kindness towards him, without assuming to judge what you wish to do with the Registry of the Treasury, or what you are able to do for Mr. Henry.

Very truly yours, "S. J. TILDEN."

MRS. MANNING TO S. J. TILDEN

"1501 18TH ST., WASHINGTON, _March 25th (1886)_.

"MY DEAR GOVERNOR,--There has not been an unfavorable symptom so far in Mr. Manning's case since he was taken ill.[37] He is a sick man, but we believe that good nursing will bring him out all right. He takes very light nourishment, is kept very quiet, and the physicians prescribe very little medicine. I could not deny myself the comfort of writing to you myself. I thank you for your helpful letter; such words and sympathy help me to behave.

[37] On withdrawing from a cabinet meeting a day or two before the date of this letter, Mr. Manning experienced a burst of a blood-vessel at the base of his brain, from which he never entirely recovered.

"I will keep you informed of his condition.

"With high regards,

Sincerely yours, "MARGARETTA F. MANNING.

"_Hon. Saml. J. Tilden._"

W. E. SMITH TO TILDEN

(THE SECRETARY OF THE TREASURY'S FATAL ILLNESS)

"TREASURY DEPARTMENT, WASHINGTON.

"HON. S. J. TILDEN.

"MY DEAR SIR,--Mr. Manning was, as you know, struck down a few days ago. A small blood-vessel burst at the base of the brain. It was impossible to tell at the time how serious the attack would prove, but this morning his physicians say that the chances are that he cannot recover, although the case is not entirely hopeless. At best, they say it will be months before he can attend to any business. The worst may be expected at any moment.

Y'rs truly, "W. E. SMITH.

"_Mch. 26/86, 11 A.M._"

C. JORDAN TO TILDEN

"TREASURY DEPARTMENT, WASHINGTON, _March 27, '86_.

"HON. SAML. J. TILDEN.

"DEAR SIR,--You, as a matter of course, have heard of our loss, and will regret it as much, or more, than I do, if such a thing be possible. I am about to take a liberty that, I think, the situation will justify--that is, suggest that you tender to the Secretary the use of your yacht. He is fond of the water, and if he recovers will need rest and recreation. He can obtain it nowhere so well as on the water. I feel that I have taken a great liberty, but my desire to serve Mr. Manning is very great. He deserves all the affection and esteem of his friends, and now their air and sympathy.

"Yours very respectfully, "C. N. JORDAN."

S. J. TILDEN TO GOVERNOR HILL

"15 GRAMERCY PARK, NEW YORK, _March 28, 1886_.

"DEAR GOVERNOR HILL,--I feel that Mr. Husted[38] is permitting the resolution on coast defences to slumber too long, and that New York is failing to take the position which is necessary to the safety of the whole country, and especially to her own safety.

[38] Mr. Husted, then Republican leader in the Assembly at Albany, had charge of some resolutions urging the New York members in Congress to push Mr. Tilden's policy of strengthening our coast defences. The paper that immediately follows this letter, entitled "Sea-coast Defences," is a contribution which Mr. Tilden made to Mr. Manning, with a view of its being made a part of the annual report.

"I think it is highly desirable that you should call his attention to the subject.

"Very truly yours, "S. J. TILDEN.

"I am here until Monday afternoon."

"SEA-COAST DEFENCES

"In considering the state of the public revenues, the subject involves the question whether we shall extinguish the surplus by reducing the revenue; or, whether we shall apply the surplus to payments on the public debt; or, whether we shall seize the occasion to provide for our sea-coast defences, which have been too long neglected. The Secretary is of the opinion that the latter is a paramount necessity, which ought to precede the reduction of the revenue; and ought, also, to precede an excessive rapidity in the payment of the public debt.

"The property exposed to destruction in the nine seaports--Portland, Portsmouth, Boston, Newport, New York, Philadelphia, Baltimore, New Orleans, and San Francisco--cannot be less in value than five thousand millions of dollars. To this must be added a vast amount of property dependent for its use on three seaports. Nor does this statement afford a true measure of the damage which might be carried to the property and business of the country by a failure to protect these seaports from hostile naval attacks.

"They are the centres, not only of foreign commerce, but of most of the internal trade and exchanges of domestic productions. To this state of things the machinery of transportation of the whole country has become adapted.

"The interruptions of the currents of traffic by the occupation of one of our principal seaports by a foreign enemy, or the destruction of them by bombardment, or by the holding over them the menace of destruction for the purpose of exacting contribution or ransom, would inflict upon the property and business of the country an injury which can neither be foreseen nor measured.

"The elaborate and costly fortifications, which were constructed with the greatest engineering skill, are now practically useless. They are not capable of resisting the attacks of modern artillery.

"A still greater defect exists in our coast defences. The range of the best modern artillery has become so extended that our present fortifications, designed to protect the harbor of New York, where two-thirds of the import trade and more than one-half of the export trade of the whole United States is carried on, are too near to the great populations of New York city, Jersey City, and Brooklyn to be of any value as a protection.

"To provide effectual defences would be the work of years. It would take much time to construct permanent fortifications. A small provision of the best modern guns would take several years. Neither of these works can be extemporized in presence of emergent danger. A million of soldiers with the best equipments on the heights surrounding the harbor of New York, in our present state of preparation, or, rather, in our total want of preparation, would be powerless to resist a small squadron of war-steamers.

"This state of things is discreditable to our foresight and to our prudence.

"The best guarantee against aggression--the best assurance that our diplomacy will be successful and pacific, and that our rights and honor will be respected by other nations, is in their knowledge that we are in a situation to vindicate our reputation and interests. While we may afford to be deficient in the means of defence, we cannot afford to be defenceless. The notoriety of the fact that we have neglected the ordinary precautions of defence invites want of consideration in our diplomacy, injustice, arrogance, and insult at the hands of foreign nations.

"It is now more than sixty years since we announced to the world that we should resist any attempts, from whatever quarter they might come, to make any new colonizations on any part of the American continent--that while we should respect the _status quo_, we should protect the people of the different nations inhabiting this continent from every attempt to subject them to the dominion of any European power, or to interfere with their undisturbed exercise of the rights of self-government.

"This announcement was formally made by President Monroe, after consultation with Mr. Madison and Mr. Jefferson. It was formulated by John Quincy Adams. Our government has firmly adhered to the Monroe Doctrine, and even so late as 1865 it warned Napoleon III. out of Mexico.

"It is impossible to foresee, in the recent scramble of the European powers for the acquisition of colonies, how soon an occasion may arise for our putting in practice the Monroe Doctrine. It is clear that there ought to be some relation between our assertion of this doctrine, and our preparation to maintain it.

"It is not intended to recommend any attempt to rival the great European powers in the creation of a powerful navy. The changes which have rapidly occurred by the diminution of the relative resisting power of the defensive armor of ironclads, and by the increased efficiency of modern artillery--which, on the whole, has gained in the competition--suggest that we should not, at present, enter largely into the creation of armored vessels.

"In the questions that beset this subject until they shall have reached a solution, we can content ourselves with adding but sparingly to our navy. But what we can add should be the very best that experience and science can indicate. This prudential view is reinforced by the consideration that the annual charge of maintaining a war-vessel bears an important proportion to the original cost of construction.

"In constructing permanent fortifications, and in providing an ample supply of the best modern artillery, the annual cost of maintenance is inconsiderable. Nearly the whole expenditure is in the original outlay for construction.

"If we do not make this expenditure necessary to provide for our sea-coast defences when we have a surplus, and have no need to levy taxes, we certainly will not make those expenditures when we have no longer a surplus in the Treasury.

"To leave our vast interests defenceless, in order to reduce the cost of whiskey to its consumers, would be a solecism.

"The present time is peculiarly favorable for providing for this great national necessity too long neglected. Not only does the surplus in the Treasury supply ample means to enable us to meet this great public want, without laying new burdens upon the people, but the work can now be done at a much lower cost than has ever before been possible. The defensive works would consist almost entirely of steel and iron. Those materials can now be had at an unprecedentedly low price. A vast supply of machinery, and of labor, called into existence by a great vicissitude in the steel and iron industries, offers itself to our service. We should have the satisfaction of knowing that while we were availing ourselves of these supplies, which would ordinarily be unattainable, we were setting in motion important industries, and giving employment to labor in a period of depression. With encouragement by the guarantee of work, or, perhaps, by the government itself furnishing the plant, the inventive genius of our people would be applied to the creation of new means and improved machinery, and establishments would spring into existence capable of supplying all of the national wants, and rendering us completely independent of all other countries in respect to the means of national defence."

TILDEN TO C. JORDAN

"15 GRAMERCY PARK, NEW YORK, _March 30, 1886_.

"DEAR MR. JORDAN,--You need have no hesitation in suggesting to me anything in my power which you think would be beneficial to Mr. Manning.

"The _Viking_ is laid up for the winter, and has to undergo some refitting before she can be brought into service.

"But I do not think Mr. Manning could, by any possibility, use her with advantage, unless his present situation should be greatly changed.

"It is too late in the season to go South. I do not believe that Mr. Manning could bear the motion of the largest ocean steamer, still less the greater motion of a small steamer, or the gas and noise of the machinery. A great deal of strength and health is required by the roughing incident to a sea voyage of any considerable duration. I have myself to limit my excursions in the _Viking_ to a few hours at a time. Nor would it be easy to take on board a man weighing 280 pounds who cannot walk, and more difficult still to convey him down the narrow gangway.

"The medical treatment, as I understand, prescribes absolute quiet; this is incompatible with yachting. I am here for a few days, and shall then return to Greystone. I receive frequent information in regard to Mr. Manning, but should be glad of anything which you may be able to communicate.

"I should be delighted if Mr. Manning should become able to use the _Viking_ with benefit.

"Very truly yours, S. J. TILDEN."

WILLIAM E. SMITH TO TILDEN

"_Personal._

"TREASURY DEPARTMENT, "WASHINGTON, D. C., _March 31, 1886_.

"MY DEAR SIR,--Mr. Manning's condition is apparently about the same, but he is now believed to be out of danger, although it will probably be many months before he can attend to any business whatever. His case is complicated by disease of the kidneys, but the physicians say they do not fear any serious trouble from this cause. It is very difficult to obtain any reliable information as to his actual condition.

"Yours truly, "W. E. SMITH."

C. N. JORDAN TO TILDEN

"TREASURY OF THE UNITED STATES, "WASHINGTON, _April 1st, 1886_.

"HON. SAMUEL J. TILDEN,--Many thanks for your kind answer. My own opinion is that Mr. Manning is sorely hurt, if he ever wholly recovers. He is a shy man, who does not like to be made a spectacle of, and is fond of the water, so that my idea was and is that a boat would suit him best, as the place where he would be most secluded. How he is to be replaced I can't see; there isn't a member of the cabinet who has made the impression he has, either on Congress or the people with whom he has been brought in contact. 'The only Democrat' in the cabinet is the name he goes by, and it called forth, when his sickness became known, both from Democrats and Republicans, a general expression of regret. He is said to be better to-day. I hope so, but am afraid.

"Yours very respectfully, "C. N. JORDAN."

GEORGE W. SMITH TO GENERAL BARLOW

"GREYSTONE, _April 2nd, 1886_.

"DEAR GENERAL BARLOW,--The petition sent by you has at last arrived. Mr. Tilden requests me to say that it is a very long paper, and would require much investigation before he could adopt it. The delicate state of his health forbids his undertaking to examine the questions which it raises.

"Even if he should come to the same conclusion which the authors of the paper have reached, Mr. Tilden is in no condition to carry on the controversy which it would involve, and he would be unwilling to initiate, or to become responsible for, a movement to which he could not give the personal attention and effort which could alone conduct it to a useful result.

"Mr. Tilden knows better than anybody else the burden which the proceedings of 1871-2 entailed, and the prolonged efforts and sacrifices through which success was achieved.

"Without them the mere use of a name, or, indeed, of any number of names, would be utterly futile. Mr. Tilden, therefore, does not think it necessary or useful to examine the preliminary questions.

"Very truly yours, "GEO. W. SMITH."

F. B. GOWEN TO TILDEN

"CREISHEIM, MOUNT AIRY, PHILADELPHIA, _April 22, 1886_.

"DEAR MR. TILDEN,--It is so long since I have had the pleasure of seeing you that I fear you may have forgotten me, unless the newspapers have kept you advised of the struggle I am now making to rescue my old company, the Philadelphia & Reading Railroad Company, from the receivership and syndicate that now environ it.