Most of the turnpike companies were small affairs with capitals of less than $100,000 and with stretches of road perhaps most commonly twenty to thirty miles, and rarely over seventy. Among the largest were the first, the Philadelphia and Lancaster (1792), with $300,000, soon enlarged some fifty per cent; the Fairfax and Loudoun (Virginia, 1795), with $245,000; the Lancaster and Harrisburg (Pennsylvania, 1796), with $180,000; and the Germantown and Reading, with $500,000. New York's largest, the Great Western (1797), was authorized to raise but $80,000. In view of the uncertainty of requirements, Massachusetts charters fixed no definite amount, and even left to the company the decision as to the number of shares. South of New York the par value of shares was high, $300 in the first three Pennsylvania companies and $200 in the first two of Virginia. In New York $25, $40, and $50 were most common. In New England also the par was low, as fixed by the companies themselves; and elsewhere the trend was clearly toward the smaller par value.

The charters of the canal, bridge, and turnpike companies were roughly similar, though there were considerable variations in different states. Something may well be said at this point of certain of their significant elements.

Provision was ordinarily made for forfeiture of the charter (and sometimes also of improvements made) if the work should not be completed within a specified time,' but extensions of time were freely granted. An uncommon requirement is that in a few later Connecticut turnpike charters compelling the company to give bond to the state treasurer, of $10,000 to $50,000, to complete the road within a certain time, or to pay damages and make the road free of charge upon the towns within a specified period. I have seen no evidence of forfeiture of such a bond. In the case of turnpike companies it was frequently provided that the road should be inspected by a temporary commission,

1 In Massachusetts three to six years, in New York two years, were allowed for beginning, and usually five years thereafter for completion. The First New Hampshire Turnpike charter allowed ten years, the Fourth, six.

2 Private Laws, ii, 1217, 1223, 1273, 1297.

appointed by the governor, before turnpike gates could be set up for taking toll.

The charters varied greatly in their regulation of the initial establishment and the internal organization of the corporations. Pennsylvania charters, in general, were elaborate and detailed; Massachusetts charters gave the proprietors much leeway, being silent even as to the authorization of capital. In most states the provisions were much looser and freer than in bank charters. Ample powers of eminent domain were freely given. Penalties were commonly prescribed for malicious injury to the works. The companies were made liable, however, in case of illegal taking of toll, or for obstructions of the highway.

Policies as to term of franchise, rates of tolls and profits, and relinquishment of the works to the public varied greatly. Five principal ones may be distinguished. (1) Most commonly, perhaps, a perpetual charter would be granted, but rates of dividend limited, say, to twelve (Massachusetts turnpikes), fourteen (New York turnpikes), fifteen, or twenty-five per cent. (2) Or a perpetual charter might be given, subject to the regulation of tolls after, say, twenty, thirty, or fifty years a common policy in Massachusetts bridge charters. (3) In some cases the franchise was definitely limited to thirty, forty, fifty, or seventy years. Upon the expiration of this period the work should revert to the state or "be delivered up in good repair," and this was sometimes accompanied by a provision for regulating the tolls after part of this period had expired another common policy in Massachusetts bridge charters. (4) The state might be authorized to buy out the company after a certain period, say forty years, upon repaying outlays and a certain percentage per annum (typically twelve per cent) upon them, less the profits divided, as in New Hampshire turnpikes. (5) The works might revert to the state as soon as the tolls had repaid the advances of the proprietors and a certain percentage (typically twelve per cent) per annum upon them, as in Connecticut turnpike companies.

A few specific variants from these may be cited. In the charter the Lancaster and Harrisburg turnpike (1796) the legislature

reserved the right to take possession of the road at any time after 1825, paying the company a sum agreed upon by ten persons, five appointed by the legislature and five by the president and managers. A somewhat similar provision occurs in the charters of the Northampton Bridge Company (1797) and the Schuylkill River Bridge (1798). The charter of the Germantown and Reading turnpike (1798) requires profits exceeding nine per cent to be appropriated to retire the stock of the company at par, the road to become free when all should be so retired.2 The charter of the Schuylkill River Bridge (1798) provides that "a fund for the redemption of the bridge" shall be constituted of receipts in excess of fifteen per cent annual net profits, private donations for the purpose, and income upon this capital invested "in bridge stock, or other productive funds," with a view to making the bridge toll free within the twenty-five year period from its completion for which the franchise was granted.3

Moreover, in many charters provision was made that when tolls did not yield an income equal to a stated percentage (usually six per cent) of the total outlays on construction and repair, increases in rates might be made directly or authorized whereby to bring dividends up to this minimum. Coupled with this was a provision that the tolls should not exceed a liberal maximum of twelve, fifteen, or even twenty-five per cent. To ascertain these facts periodical reports to the legislature or courts were required typically either annually or semi-annually till construction was completed and triennially or decennially thereafter of tolls, expenses for repairs and operation, and profits. There was no penalty imposed for neglect of this provision, and it appears to have been commonly a dead letter.

Where the rate of toll was fixed directly by the charter the legislature turned an attentive ear to memorials showing that costs had exceeded expectations and profits were incommensurable with the outlays, and granted solicited increases in maximum rates of toll. Changes in dimensions of the canal or 1 Pa. Stats. at Large, xv, 419. 2 Ibid., xvi, 86.

3 Ibid., xvi, 44.

Cf. Mass. Priv. and Spec. Stats., ii, 75, 331 (Andover Bridge, 1796, 1799); N. H. MSS. Laws, x, 160, 166 (Cornish Bridge, White River Falls Bridge, 1796);

in location of turnpike gates or canal toll gates, permission to take toll on part of the works before the whole was completed, are other evidences of the same nature. There was a disposition to assure the companies, so far as it lay in the power of the legislature, returns "fair to the investor;" and if the demand was so elastic and the costs so high that even the best rates would not yield a "fair" profit, that was the fault of the miscalculation of the promoters and not of a hostile legislature or public opinion.

Vt. Session Laws, Nov. 16, 1801 (West River Bridge, incorporated 1795); Conn. Priv. Laws, i, 242-243 (New Haven - East Haven Bridge, 1799, 1805).

CHAPTER V

INSURANCE, WATER SUPPLY, MANUFACTURING, AND MISCELLANEOUS COMPANIES

BESIDE the banks and highway corporations already discussed the other business corporations appear of secondary importance and can be dismissed with slighter consideration. The insurance companies were the most important, aqueduct companies the most numerous, manufacturing companies the most interesting. A common interest attaches to these three groups because in all one may observe quite clearly the transition from the non-corporate to the corporate form.

Two branches of the insurance business had grown to considerable importance by the end of the eighteenth century. Marine insurance expanded with the growing commerce of American merchants even before, but especially after, the Revolution. Fire insurance, though much less widespread, became more and more vital as the population increased and crowded more into the towns. A third branch, life insurance, deserves passing mention. Other forms are entirely negligible.

In an earlier essay reference has been made to two charitablereligious organizations which were virtually life insurance companies for Presbyterian and Episcopal clergy. These continued their operations after the Revolution, within their limited fields. One has maintained its existence to the present day. Several of the regularly chartered insurance companies had authority to insure lives. The first, the Insurance Company of North America, probably made as much use of this power as any before 1800. In January, 1795, a committee of the directors was appointed to draw up a plan for life policies. No effort was made 1 Essay I, 81.