of a corporation to the payment of its debts, and the exercise of such power does not impair the obligation of any contract between the State and the corporation. Louisville Turnpike Co. v. Lounsbury, 2 Met. (Ky.) 165.

A statute providing for the appointment of a receiver and the issuing of an injunction to restrain the exercise of the franchise when the corporation is insolvent or violates the provisions of its charter, is constitutional. Bank of Columbia v. Att. Gen. 3 Wend. 588; Suydam v. Receivers, 3 N. J. Eq. 114; Savings Institution v. Makin, 23 Me. 360; Aurora Turnpike Co. v. Holthouse, 7 Ind. 59.

A statute reviving a corporation whose charter has been forfeited, and legalizing contracts made by it after the forfeiture, is valid, for it merely removes an impediment or disability to the enforcement of contracts fairly entered into by debtors with it. Bleakney v. Farmers' Bank, 17 S. & R. 64; vide Officer v. Young, 5 Yerg. 320.

A statute which provides that, upon the institution of proceedings to have a charter declared forfeited, an injunction may issue to prevent the collection of all demands due to the corporation, until there is a final judgment of forfeiture or not, is valid, for the legislature may suspend the right of a corporation to sue until the charge of violating its charter is determined. Commercial Bank v. State, 12 Miss. 439; Comm. v. Farmers' Bank, 38 Mass. 542.

A general law passed after the granting of a charter, but before its expiration, and providing that all corporations should continue in existence for a certain period after the expiration of their charters, for the purpose of suing and being sued, does not violate the obligation of contracts, but provides a way of enforcing them both in favor of and against the corporation. A debtor to the corporation can not object, for the bringing of a suit would be an acceptance of a prolongation of the charter. The corporation can not object to a statute the object of which is to give a right of action upon contracts upon which it was legally and morally bound. The corporation can not object, for the debts are an equitable lien upon the stock, and the legislature has a right to provide the means of enforcing this moral obligation. Foster v. Essex Bank, 16 Mass. 245.

A debtor to a corporation can not object to a statute reviving the corporation, passed after the expiration of its charter. A legislature which limits itself to correcting mistakes and providing remedies for the furtherance of justice can not be charged with exceeding its authority. Lincoln Bank v. Richardson, I Me. 79.

A statute which provides that the debts due to a corporation shall not be released or extinguished by a judgment of forfeiture, but that a receiver may be appointed with authority to sue for and collect such debts, is con

stitutional. Nevitt v. Bank, 14 Miss. 513; Hall v. Carey, 5 Geo. 239; Carey v. Giles, 9 Geo. 253; Scearcy v. Stubbs, 12 Geo. 437.

Amendment.

A charter may be altered or modified with the consent of the corpora-X tion. Trustees v. Winston, 5 Stew. & Port. 17; Ehrenzeller v. Canal Co. Rawle, 181; Commissioner v. Jarvis, 1 Mon. 5; Monongahela Nav. Co. v. Coon, 6 Penn. 379; s. c. 6 W. & S. 101; People v. Marshall, I Gilman, 672.

The assent of the corporation relates back to the date of the law. Ehrenzeller v. Canal Co. 1 Rawle, 181.

If there is no acceptance of a subsequent act, the rights under the charter remain unimpaired. Pingry v. Washburn, 1 Aik. 264; Allen v. McKeen, I Sum. 276; Comm. v. Cullen, 13 Penn. 133.

Where an act provides for an amendment in several particulars, and does not expressly authorize that some may be accepted and some rejected by the corporation, it must be accepted as it is offered or not at all. Marietta & Cin. R. R. Co. v. Elliott, 10 Ohio St. 57.

An inference of the assent of a corporation to an alteration of its charter can not be drawn from the mere non-user or misuser of its franchises. Regents v. Williams, 9 G. & J. 365.

If the funds of a charitable corporation accumulate to an amount which not only enables it to carry out and perfect the specific charity which gave rise to its creation, but to leave a surplus, it may apply for an amendment of the charter, so as to be enabled to apply this surplus to other charities. Att. Gen. v. Clergy Society, 10 Rich. Eq. 604; s. C. 8 Rich. Eq.

190.

The power of the legislature, with the consent of the corporation, to alter, repeal or provide for a surrender of the charter can be controlled by contracts made with the corporation only to the extent that the contracts and legal remedies must be left intact. Houston v. Jefferson College, 63 Penn. 428.

A corporation, by the very terms and nature of its political existence, is subject to dissolution by a surrender of its corporate franchises, or by a forfeiture of them for willful misuser or non-user. Every creditor must be presumed to understand the nature and incidents of such a body politic, and to contract with reference to them. The mere existence of a private contract of the corporation does not prevent a surrender of its charter, or force upon it a perpetuity of existence. Mumma v. Potomac Co. 8 Pet. 281.

The dissolution of a corporation by a surrender of its charter does not impair the obligation of its contracts, for the creditors may enforce their claims against any property belonging to the corporation which has not

1

passed into the hands of bona fide purchasers, but is still held in trust for the corporation, or the stockholders thereof, at the time of its dissolution. Mumma v. Potomac Co. 8 Pet. 281.

If the incorporators have failed to comply with the requirements of law, so as to be legally incorporated, the legislature may pass an act curing the defects and giving to the corporation a right to sue upon contracts already made in its name. Syracuse Bank v. Davis, 16 Barb. 188.

Reserved Power to Alter.

If the power is reserved in the charter, the legislature may repeal, alter or modify the charter. Allen v. McKeen, 1 Sum. 276; Crease v. Babcock, 40 Mass. 334; McLaren v. Pennington, I Paige, 102; Monongahela Nav. Co. v. Coon, 6 Penn. 379; S. c. 6 W. & S. 101; Ferguson v. Miners' & Manuf. Bank, 3 Sneed, 609; Stephen v. Smith, 29 Vt. 160; Del. R. R. Co. v. Thorp, 5 Harring. 454; Perrin v. Oliver, I Minn. 202; Stephens v. Powell, Oregon, 283.

If the legislature has the right to make grants, it of necessity must prescribe the terms upon which they shall be made. If it may limit the duration, it may also impose other restrictions. It may determine how much or how little, how large or how small, a franchise it will grant. It may grant absolutely, or on condition; so it may grant during pleasure, or until a certain event happens. If a grant is accepted on the terms prescribed, it becomes a compact, and the grantee can have no reason to complain of the execution of his own contract. Crease v. Babcock, 40 Mass. 334; Iron City Bank v. Pittsburgh, 37 Penn. 340.

The reservation of a right to repeal the charter is not a condition repugnant to the grant; it is only a limitation of the grant. Even in a commonlaw conveyance a power of revocation reserved to the grantor is valid. McLaren v. Pennington, I Paige, 102; Crease v. Babcock, 40 Mass. 334.

If a general statute provides that all charters thereafter granted shall be

Xsubject to alteration, suspension or repeal at the discretion of the legisla

ture, a charter subsequently granted is subject to the power. Miller v. State, 15 Wall. 478; Sherman v. Smith, 1 Black, 587; Fort Plain Bridge Co. v. Smith, 30 N. Y. 44; Suydam v. Moore, 8 Barb. 358; White v. Railroad Co. 14 Barb. 559; Griffin v. Kentucky Ins. Co. 3 Bush, 592; State v. Person, 32 N. J. 134; Hyatt v. McMahon, 25 Barb. 457; Iron City Bank v. Pittsburgh, 37 Penn. 340; Central R. & B. Co. v. State, 54 Geo. 501; State v. Commissioners, 37 N. J. 228.

Whenever the power to repeal, alter or amend an act of incorporation has been reserved in the State Constitution, or in general laws on the subject, or in the special act of incorporation, its exercise does not impair the contract of which it forms a constituent part. Comm. v. Fayette County

R. R. Co. 55 Penn. 452; Pennsylvania College Cases, 13 Wall. 190; Miller v. State, 15 Wall. 478.

If the power to amend, alter or repeal is not reserved in the Constitution, it is a question in every case whether the legislature intended that the right to change or repeal should inhere in the charter, or whether the charter was perfect and not within the power of the legislature to impair its obligation. State v. Yard, 10 C. L. N. 90.

The reservation of the right to repeal or amend should not be extended beyond the terms in which it is expressed, and all the force which properly belongs to it is given when reservation is extended as far as the language justifies, and it should be extended no farther. State v. Yard, 10 C. L. N. 90.

A public statute which provides the manner in which a charter may be amended, is not a contract. State v. New Haven & N. R. R. Co. 43 Conn. 351.

The charter of a corporation may be made liable to repeal by an amendment accepted by the corporation, which reserves the power, notwithstanding the charter was before irrepealable. Monongahela Nav. Co. v. Coon, 6 Penn. 379; S. C. 6 W. & S. 101; Mobile R. R. Co. v. State, 29 Ala. 573.

If the right to repeal is reserved by one State Constitution, it can not be affected by the subsequent adoption of another Constitution. State v. Northern Central R. R. Co. 44 Md. 131.

A power to alter is not ordinarily to be intended as a power to repeal or a power to destroy. Hartford Bridge Co. v. East Hartford, 16 Conn. 149.

If the power to repeal depends on the abuse or misuse of the privileges conferred by the charter, it is not necessary that such abuse or misuse should be judicially ascertained. Crease v. Babcock, 40 Mass. 334; Miners' Bank v. U. S. 1 Iowa, 553; Erie & N. E. R. R. Co. v. Casey, 26 Penn. 287; S. C. I Grant, 274; contra, Mayor v. Pitts, & C. R. R. Co. I Abb. C. C. 9; Flint & F. P. Co. v. Woodhull, 25 Mich. 99.

Where the power to alter is reserved, the legislature may modify the charter by a general statute. State v. Commissioners, 37 N. J. 228; Bangor R. R. Co. v. Smith, 47 Me. 34; State v. Commissioners, 38 N. J. 472.

The statute may be passed in accordance with the forms prescribed by the State constitution in force at the time when the alteration is made, although those forms are not the same as were prescribed when the charter was granted. The sovereign people having reserved the power to alter, may, from time to time, designate the agents or organs by which, and prescribe the manner in which, the power shall be exercised. In re Reciprocity Bank, 29 Barb. 369; S. C. 22 N. Y. 9; 17 How. Pr. 323.

The alteration may be made by a change in the State constitution. In re Oliver Lee & Co.'s Bank, 21 N. Y. 9.

An act of incorporation may be repealed by implication, for there is no difference in the legislative proceeding by which an act of incorporation is repealed, and that by which any other act is repealed. Union Railroad Co. v. East Tenn. R. R. Co. 14 Geo. 327.

A power to alter or modify a charter is not exhausted by one alteration, but is a continuous and perpetual power. Proprietors v. Haskell, 7 Me. 474; State v. Commissioners, 37 N. J. 228; People v. Hills, 46 Barb. 340.

Where the power is reserved to repeal, alter or amend a charter, the legislature may repeal the charter, but it can not compel the corporation to accept an amendment, and an amendment is not binding without acceptance. Yeaton v. Bank, 21 Gratt. 593; Sage v. Dillard, 15 B. Mon. 340.

not.

An alteration is binding upon the corporation, whether it assents or Att. Gen. v. Railroad Companies, 35 Wis. 425; Mayor v. N. & W. R. R. Co. 109 Mass. 103; Hyatt v. Whipple, 37 Barb. 595; Hyatt v. Esmond, 37 Barb. 601.

If an amendment goes farther than matters of policy, and those duties that immediately affect the public, the corporation may decline to accept an amendment, although the power to alter is reserved in the charter. Troy & Rutland R. R. Co. v. Kerr, 17 Barb. 581.

No formal vote to accept an amendment of the charter is necessary. The acceptance may be implied from proof of any regular corporate act. Bangor R. R. Co. v. Smith, 47 Me. 34; City of Roxbury v. Railroad Co. 60 Mass. 424.

Where the power is reserved to alter, repeal or amend the charter, the legislature may, if the interest and rights of creditors demand it, take away the custody of the assets of the corporation from the directors, and intrust the custody to a State officer, pending an investigation into the company's solvency. Lothrop v. Stedman, 42 Conn. 583; s. c. 15 A. L. Reg. 346.

Where the power is reserved to alter or amend the charter of a street railway corporation the legislature may authorize another company to lay a similar track through the same street, or to use the track of the first corporation, making compensation for the use and wear of the track, but without compensation for the diminution of its profits or the value of its franchise, Metropolitan R. R. Co. v. Highland Railway, 118 Mass. 290.

If the power to repeal or alter is reserved in the charter, a statute authorizing a receiver to make assessments on premium notes of an insurance company, instead of the directors, is valid, although it applies to notes issued before its passage. Hyatt v. McMahon, 25 Barb. 457.