delivered the following dissenting opinion:
Judge Turney and myself dissent from the view of the majority of the court in this 'ease, on the question of construction of the Constitution of 1870, Article II, section 8, holding it has no application to municipal corporations.
Such has not been the opinion either of the Legislature, of the bar, or this court from the adoption of •the Constitution down to the announcement of the present opinion. That the language of this section did apply to municipal corporations is conceded by Judge Cooper in the celebrated case of Luehrman v. The Taxing District, 2 Lea, 431. He says: “ If the question were a new one I would be inclined to hold that the section of the Constitution was intended only as a restriction upon the legislative powers over private corporations. The weight of judicial authority has been, however, to treat words in a' constitution relating to corporations generally, such as “ corporate powers, body politic or corporate, and charters of incorporation,” as *262applying equally to public and private corporations,” for ,this he cites Purdy v. People, 4 Hill, 384; 15 Ohio St. Rep., 21; 20 Ohio St., 18; 4 Kansas, 124, and Mayor of Morristown v. Shelton, 1 Head, 24.
These authorities, no doubt, sustain the principle stated, and in fact we assume no authority can be found holding to the contrary. That municipal charters are acts of incorporation, with grants of power conferred by the Legislature was never doubted and never could be, while language is to be understood in its plain and obvious meaning.
The question in this case is not whether the section does not also refer to and regulate the organization of private corporations. ■ That is conceded, but-whether it excludes from its operation the regulation of municipal or public corporations? It is: “No corporation shall be created, or its powers increased pr diminished by special laws; but the General Assembly shall provide by general laws for the organization of all corporations hereafter created, which laws may, at any time, be altered or repealed, and no such alteration or repeal shall interfere with or divest rights which have become vested.”
This, it is true, is preceded by the provision of the Constitution of 1834. The Legislature shall have no power to suspend any general law for the benefit of any particular individual,” etc. But we are unable to see how this prohibition has any influence to control the obvious meaning of the balance_ of the sentence we have quoted..
The language is as broad, clear and comprehensive-*263as words can make it. The mischief intended to be remedied, is thus stated in tbe case of Mayor and Aldermen of Morristown v. Shelton, 1 Head, 26, in discussing tbe act of 1849, authorizing the county courts to organize such corporations. Judge Caruthers saysr tl The object of the Legislature was to save the-great waste of time and money consumed in the making and printing separate acts of incorporation of the thousand towns and villages that might and would spring up in this growing and prosperous State, and we may suppose that the importance, so far as practicable, of producing uniformity in the municipal powers and privileges of the citizens and corporate authorities of all the towns had its influence upon them. This would certainly be desirable, and is a strong consideration in favor of the policy of the act.”
To attain these ends, and prevent the Legislature being burdened with this mass í>f local legislation, the Convention of 1870, deemed it important to prohibit the creation of any corporation or the increase or diminution of the powers of any corporation by special laws, but that general laws should be passed by the Legislature for this purpose, for the organization of all the various corporations the Legislature deemed desirable should exist.
To effectuate this purpose the Convention has put the prohibition in terms admitting oí no doubt: “Mo-. corporation shall be created or its powers increased or diminished by special laws.” Is a municipal charter a corporation? if so, the Legislature cannot create such a body by a special law. That is forbidden, nór can *264it increase or diminish the powers of such a body by such laws. How it may be done is then affirmatively provided: “ But the Legislature may, that is, is authorized to do what is prohibited by the words quoted, not by special laws, or a law passed for each case, but- by general laws, for the organization of all corporations hereafter created.”
If this is not a distinct pi’obibition forbidding the creation, or increase or diminution of powers of all corporations by special laws, such a prohibition cannot be expressed in the English language. If the precise mode is not prescribed in which it may be done, expressed with equal clearness, is found in the next clause, we are unable to understand the • force of the words used.
But this language is attempted to be limited by the words following giving the power to alter or repeal all such laws, and adding, “ no such alteration or repeal shall interfere with or divest rights which have become vested.”
But tins is neither necessary or fair implication from the language of the section. It is conceded it did apply to private corporations in- which individual rights might become vested, because'' it includes all corporations; therefore, this limitation finds ample opera-tion, but on what principle of construction it shall be held to exclude municipal corporations from the language that clearly iucludes it, we are unable to see* Its plain meaning is, that all corporations are to be created by general laws, and their powers only to. be increased or diminished by such laws, and the Legis*265lature is forbidden to do these things in any other way. ' But in reserving the right to alter or repeal the charters thus granted, it was seen there might and would be private corporations whose rights would be vested that should be protected from invasion or in? jury by such repeal, and so it was provided.
It is laid down by Judge Cooley (Const. Lim., 79, 80), that where the inquiry, in construing a constitution, is directed to ascertaining the mischief designed to be remedied, or the purpose to be accomplished by a parr ticular provision, it may be proper to examine the proceedings of the convention which framed the instrument. We add, the previous legislative, and judicial history of the question may well serve to throw light upon this purpose.
We have seen from the case in 1 Head what the mischief was. We look to the proceedings of the Convention and we find a motion was made and urged to amend this clause, so as to make it apply only to private corporations and exclude municipal corporations from the prohibition, and this amendment was rejected.
Now, in view of the fact that the Convention must be assumed to have known what they were doing, and the other fact, that the language used admits of no other construction in its plain and obvious meaning, we cannot doubt that the object was. to apply prohibition to all corporations, as it says. If any other purpose had been intended, it was only necessary to add the word private corporation, and that one word would have saved all possibility of misunderstanding what was meant. But when we find an intelligent *266body of men voting to-exclude the very limitation on their ■ language now placed by construction on it, we can but feel there is some mistake somewhere. In fact, we can but know, we are saying they have done precisely what by a large majority they refused to do, and that upon a construction of the language used, which to say the least of it, is strained and far from the plain and obvious meaning of the words used.
The only real doubt ever presented in the construction of this clause of the Constitution was whether in reference to increase or diminution of powers it applied to corporations already in existence. It is true, Judge Cooper suggests, if it had been, a new question he would have thought differently on the point now under discussion in the Luehrman case, but frankly concedes the authorities to be against the views suggested.
Eor these and other reasons that might be given, we very earnestly dissent, from the conclusion indicated. We think that conclusion has inevitably nullified what is a very plain and unambiguous clause of the organic law.