delivered a dissenting opinion:
On 29th January, 1879, the Legislature passed art act entitled “An Act to repeal the charters of certain municipal corporations, and to remand the territory and inhabitants thereof to the government of the State.” The first section repeals all laws and parts of laws that in any way pertain to enlarge, diminish or amend the charter of the city of Memphis. By this section reference is had to no other corporation; each of the acts repealed has reference by its name and solely to Memphis, except the act entitled “ An act to amend an act entitled An act to incorporate the town of Tazwell.” In reference to this act the repealing clause is, “Also, the section of an act entitled,” etc. Turning to this last act and the' sections clearly intended to be embraced by the repealing statute, we find it has reference by name and in terms to the corporation of the city of Memphis, and delegates certain powers to its mayor and aldermen for the imposition of taxes. The section concludes: “And also any other act creating into a body politic and corporate the inhabitants of a certain territory lying within the county of Shelby, by the name of the city of Memphis, tho Mayor and Aldermen of Memphis, or other corporate name whatever, or other acts amending said acts of incorporation, be and the same are hereby each and every of them repealed, and all offices created and held under and by virtue of said acts, are abolished.”
Second section provides: “ That the charters and amendments thereof of all municipal corporations within *447the State, having a population of 35,000 inhabitants or over by the Federal census of 1870, be and the same is hereby repealed, and all municipal offices held under them are abolished.”
By sec. 3 it is enacted: “ That the charters and amendments thereof of all municipal corporations within this State,’ having 35,000 inhabitants or over at the date of the passage of this act, be and the same are hereby repealed, and all municipal offices held thereunder are abolished. The Governor of the State will ascertain and declare by proclamation to what corporations this section applies. Said proclamation shall be conclusive of its truth, and shall be made within ten days from the passage of this act.”
Sec. 4 repeals secs. 33 to 80 both inclusive of ch. 92 of the act of 23d March, 1875, especially retaining sec. 81.
These several sections relate solely to the corporation of the city of Memphis, as they apply by their terms to municipal corporations having a population of 35,000 inhabitants or over, as ascertained by the Federal census of 1870.
Sec. 4 of the late repealing act concludes: “ And the population within the territorial limits, as now defined, once the territory of all municipal corporations heretofore governed under and by virtue of said repealed sections 33 to 80 inclusive, are hereby resolved back into the body of the State, and all offices held under and by virtue of said repealed sections are hereby abolished,” etc., abolishing all power of taxation in the corporate authorities, and reserving the *448same to tbe Legislature, and' transferring to tbe State all tbe public property of tbe corporation for tbe uses to wbicb it bas bitberto been applied.
It is insisted that this statute is violative of sec. 8 of art. 11 of the Constitution, wbicb reads as follows : “ No corporation shall be created, or its powers increased or diminished by special laws, 1)111 tbe General Assembly shall provide by general laws for the organization of all corporations hereafter created, wbicb laws may at any time be altered or repealed, and no such alteration or repeal shall interfere with or divest rights wbicb have vested.”
If the provision of the Constitution has any bearing upon the charter and its amendments, of the city of Memphis, it is such as have been passed since .the adoption of the Constitution of 1870, and it must follow, if any such are special or local, they are void, and present no matter for consideration in this suit; if others are general, they may be and have been repealed by the act of 29th January.
It is observable that this clause in the Constitution provides only for the organization of corporations hereafter created by general laws, and provides that ' suoh laws may at any time be altered or repealed. Nothing is said in the ordinance as to the power of the Legislature to repeal laws or charters of incorporation in existence at the time of the adoption of the Constitution. Under the Constitution of 1834 the Legislature had the power to pass the laws now attempted to be repealed, and as. there is nothing in the present Constitution prohibiting such repeal, we are to infer *449the Convention intended to leave that power in force.
It is difficult to see how these several statutes, could be repealed by a general law in the sense of the Constitution. They relate to Memphis alone, were passed no doubt at the instance and for the supposed benefit of Memphis, and no other community or locality. To be repealed, they must severally be recited in the repealing act. This has been done, and while the repealing statute is special, for the benefit of Memphis, and applicable alone to it, to have required otherwise of the Legislature would have been to have required an impossibility. The only mode known or recognized has been pursued.
The objection that the act contains more than one subject matter, is not well taken. In Cannon v. Matives, 8 Heisk., 523, Nicholson, C. J., says: “ The true sense of the Constitution, as fully established by the authorities, is, that any provision of the act, ' directly or indirectly relating to the subject expressed in the title, and having a natural connection thereto, should be held embraced in it.”
"While on a casual reading of the act it may seem to have more than one subject matter, a close analysis will discover that all its provisions following the repealing clauses are made to prevent the uncertainty, confusion and loss that must necessarily follow upon the dissolution, unless provided against. The subjects of such legislation have a natural connection with the corporation existing or dissolving, and embraced in it, no way foreign to it, and in its life absolutely necessary to it.
*450We are not called on by this case to determine what, if any, effect this legislation as to the transfer of the public buildings, wharf, engines, streets, etc., has upon vested rights, and we intimate no opinion thereon. We are of opinion, and so hold, the act is constitutional and valid, so far as the questions made by the present proceedings are involved.
It is next insisted that the act entitled “A bill to establish taxing districts in this State, and to provide the means of local government for the same,” is in violation of the Constitution. The first section is, “ That the several communities embraced in the territorial limits of all such municipal corporations in the State as have had their charters abolished, or as may surrender the same under the provisions of this act, are hereby created taxing districts, in order to provide the means of local government for the peace, safety and general welfare of said districts.”
In treating the question whether this is, as argued, a special law, we will consider the section of the Code already quoted in connection with that part of sec. 22 which is as follows: “ That whenever any community under the government of a municipal corporation, at the time this act takes effect, having a population of less than 35,000 inhabitants according to the Federal census of 1870, may desire to be governed by the provisions of this act, the authorities of such corporation shall cause an election of the qualified voters of such municipal corporation to be held as other popular elections are held.” It provides for the surrender of corporate power, etc. „ This 22d section applies *451to every community in the State having, or that had, charters of incorporation, except Memphis. We judicially know that no other such community had a population of 35,000 inhabitants according to the Federal census of 1870, or in fact at any subsequent period. Such fact is a part of the history of the State, of which courts and legislatures must take notice. It is therefore clear that the act was intended and passed for the benefit of Memphis — that Memphis alone could at the time of its passage claim its exemptions from the conditions imposed on communities with populations of less than 35,000 inhabitants. We can as readily see that Memphis was intentionally and speeificallj’' preferred, by the use of the terms employed, as if it had been directly called by name — as if the language had been, “All the communities in the State, except Memphis, shall perform the prescribed conditions, but Memphis shall be a taxing district, without terms, qualifications or conditions, and by virtue of the passage of this act, and under laws and regulations different from those fixed for all other towns and cities in the State,” already noticed, passed and approved. By an act, simultaneously with the taxing district act, the charter of Memphis was repealed, and at the time of their passage no other charter had been repealed. Both acts provide that they take effect from and after their passage, thus making manifest the special quality of the taxing district act as applicable to Memphis, and that Memphis alone did or could become a taxing district, at the instant of the approval of the statute by the Governor.
*452I am unable to understand the legislative process by -which the Constitution may he evaded by indirection, and an end accomplished, that cannot be accom1-plished directly.
A statement of facts is the strongest argument that can be made in view of the constitutional inhibition of special legislation. The Constitution is the supreme law of the State, made for the good of all the citizens ; by it all other laws must be interpreted and be consistent therewith. The fact that injury may result to a few by adhering to the paramount law, in no sense authorizes a departure from it. In such cases the argument ab inconvenienti is dangerous, and must not prevail.
The principle governing here is defined in Dewine v. Board of Commissioners of Cook County, 84 Illinois. There it is said, “ Designating counties as a class according to a minimum population, which makes it absolutely certain but one county in the State cam avail of a law applicable to such class, cannot but be regarded as a new device to evade the constitutional provisions forbidding special legislation.”
In the act before us the agencies of government are: 1. A board of fire and police commissioners. 2. A committee on ordinance and local laws, to be known as the legislative council of the taxing district, consisting of the fire and police board and the supervisors of public works. 3. A board of health, to consist of the chief of police, a health officer and one physician. 4. A board of public works, to consist of five-supervisors of public works.
*453This local government has power to establish workhouses and houses of correction; to declare by local laws what acts shall be misdemeanors, and when committed within the Taxing District to punish the offenders by fines and forfeitures, and by imprisonment and labor within and without the workhouse in default of the payment of the fines imposed as punishment; to cause the arrest of all vagrants, tramps and drunken and disorderly persons within the Taxing District, and provide for the punishment of the same in the manner above provided; to prohibit by fine the introduction of paupers into the Taxing District by steamboats, railroads or other carriers of persons; to regulate and suppress disorderly houses and houses of ill fame; to regulate and suppress gaming houses and punish gaming. All necessary judicial authority is vested in the President of the Board of Eire apd Police Commissioners to bear and determine all cases of offenders against the ordinances and local laws of the Taxing District. “ Said government has the power to pass all laws to preserve the health of the Taxing District; to define, prevent and remove nuisances within the District, and for a distance of one mile outside of the same; to make quarantine laws and enforce the same within ten miles of the Taxing District.” • “ They shall have the power and it shall be their duty to condemn as nuisances all buildings, cisterns, wells, etc., which shall be found to be unhealthy,” etc., “and cause the same to be abated,” .etc., with various other general powers for the' support and administration of the local government.
*454In Dartmouth College v. Woodward, Ch. J. Marshall defines a corporation to be “an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law. it possesses only those powers which the charter of its creation confers upon it, either expressly or as an incident to its very existence. These are such as are supposed best calculated to effect the object for which it wjs created.” “They enable a corporation to manage its own affairs,” etc. He adds: “It is chiefly for the purpose of clothing bodies of men in succession with those qualities and capacities that corporations were invented and are in use.” Citing 2 B. L. Com., 37. Bouvier defines a municipal corporation to be one that has for its object the government of a portion of the State, and although in such cases it involves some private interests, yet as it is endowed with a portion of political power, the term public has been deemed appropriate.
Testing the act creating the Memphis Taxing District by these definitions, at the same time carrying in mind the express purpose of that act to create a local government with a large grant of political power, it is certain the act can mean nothing else than the creation of a corporation. As already said, it is clear from the act itself that no other community than Memphis was contemplated in the passage of the act creating taxing districts for communities of 35,000 inhabitants or over. It is, then, a special law proposing to create a corporation, and falls directly within *455the inhibition of sec. 8 of art. 11 of the .Constitution of 1870.
By the act the Governor appoints the chief judicial officer, in whom is vested the many powers and duties enumerated for the prevention and suppression of crime, and for other corporation purposes; this officer is a judge of an inferior court to all intents and purposes, for the enforcement of the local laws of the Taxing District. Section 4 of article 11 of the Constitution ordains that judges of inferior courts shall be elected by the qualified voters of the district or circuit to Avhich they are to be assigned, etc.
It is provided by the act that the commissioner appointed by the Governor as President of the Board of Fire and Police Commissioners,' shall also be the chief executive officer for the Taxing District, besides having vested in him all necessary judicial authority, and shall receive a salary of $2,000 per annum, and further, that each commissioner shall receive a salary of $500. The difference in salary as to the one commissioner over the other two is because of the additional duties imposed by the additional executive and judicial offices, which is violative of the constitutional ordinance that no person in this State shall hold more than one lucrative office at the same time.
The act provides that the taxes necessary for the support of the government thus established shall be imposed clirectly by the General Assembly, and not otherwise. This is taxation without representation. Sec. 29 of art. 11 of the Constitution ordains: “The General Assembly shall have power to authorize the *456several counties and corporate towns in the State to impose taxes for county and corporation purposes respectively, in such manner,” etc. While it is true the general taxing power rests alone with the Legislature, it is equally true such power is for general purposes, and was not intended to confer upon the Legislature power to tax one community more than another, but confines it to the passage of such laws as will affect every community alike. The framers of the Constitution seeing that the several communities of incorporated towns and counties throughout the State were unlike in their interests and demands, and that such things must in each instance be controlled by the particular circumstances, that a general State law of taxation for local purposes could not possibly be made to operate equally, justly and alike upon all, provided for their regulation by each community to suit its developments and necessities, it therefore arranged for the organization of such interior and constituent governments, leaving it to the people to impose upon themselves such burdens of taxation as in their opinion Were requisite to carry out their plans of promoting their own welfare and interest in any corporation or county purpose that location and offered advantages might suggest, it being well known and understood that, that which would greatly benefit one, would be of no advantage to others, and vice versa. There was no power given by the Constitution to the Legislature to impose local taxation. Its power is ■general, and the provision of the Constitution last referred to is imperative upon it to delegate the special *457power, with no power of exercise vested in or reserved to the Legislature.
That part of the act which levies a tax on property, merchants, etc., and provides for collection and paying out, falls within the objection already noticed.
The act provides that all justices of the peace within the Taxing District shall have jurisdiction over -offenses against the laws of the Taxing District, with power to punish offenders in the manner provided by law, but they shall receive no fees of office for any process which they may issue in the exercise of this jurisdiction, etc. This is violative of the general law of the land fixing the fees of justices of the peace.
The act establishing the Taxing District of Memphis is, in my opinion, unconstitutional and void.