Ala. 573; McCray v. Junction Railroad Co. 9 Ind. 358; Stevens v. R. & B. Railroad Co. 29 Vt. 545.

Alterations may be made in the charter without changing the contract so essentially as to absolve the subscriber. Such is the case in respect to mere formal amendments, or those which are clearly enough beneficial, or at least not prejudicial, to his interests. A modification of the grant may frequently be advisable, if not necessary, in order to facilitate the execution of the very object for which the corporation was originally established. Hartford & N. H. Railroad Co. v. Croswell, 5 Hill, 383; Irvin v. Turnpike Co. 2 Penn. 466; Gray v. Monongahela Nav. Co. 2 W. & S. 156; Clark v. Monongahela Nav. Co. 10 Watts, 364; Banet v. Alton & Sangamon Railroad Co. 13 Ill. 504; Penn. & Ohio Canal Co. v. Webb, 9 Ohio, 136; Troy & Rutland Railroad Co. v. Kerr, 17 Barb. 581; Woodfork v. Union Bank, 3 Cold. 488.

Each subscriber, when he enters an association, is presumed to consent to whatever probably will and is intended to make the undertaking a success, and the investment profitable. Sprague v. Ill. Railroad Co. 19 Ill. 174; Ill. Railroad Co. v. Zimmer, 20 Ill. 654.

Such amendments of the charter as may be considered useful to the public and beneficial to the corporation, and which will not divert its property to new and different purposes, may be made without absolving the subscribers from their engagements. Banet v. Alton & Sangamon Railroad Co. 13 Ill. 504; Clark v. Monongahela Nav. Co. 10 Watts, 364.

No general rule can be laid down by which to determine whether a change is material or not. Each case must depend on its own circumstances, and be disposed of with due regard to the inviolability belonging to all private contracts. Hartford & New Haven Railroad Co. v. Crosswell, 5 Hill, 383.

Any corporation has a right to accept any amendment to its charter which it believes promotive of the objects and interests of the company. Of this the corporation is necessarily the judge, and so long as those who represent and act for the corporation act with an honest purpose and a bona fide intent, their action must be sustained as obligatory upon the corporation, the same as in the exercise of any other discretionary power. Ill. Railroad Co. v. Zimmer, 20 Ill. 654.

There must be a palpable abuse of power by the majority or governing authority, to the prejudice of the minority or dissenting portion, before an amendment can be held illegal. Sprague v. Ill. Railroad Co. 19 Ill. 174.

Bad faith or fraud will vitiate an amendment of a charter. Sprague v. Ill. Railroad Co. 19 Ill. 174; Ill. Railroad Co. v. Zimmer, 20 Ill. 654.

A grant of additional privileges to a corporation is not an invasion of

the contract between it and the stockholders. Gray v. Monongahela Nav. Co. 2 W. & S. 156; P. & O. Railroad Co. v. Elting, 17 Ill. 429.

An amendment increasing the number of directors, and allowing a vote for each share of stock, is immaterial. Everhart v. Phila. & W. C. Railroad Co. 28 Penn. 339.

An amendment authorizing the corporation to take subscriptions and receive payment therefor, upon terms different from those upon which the original subscriptions were taken, will not release a subscriber. Ill. Railroad Co. v. Zimmer, 20 Ill. 654.

An amendment permitting an organization of the corporation upon a less subscription than was originally required, does not release a subscriber. Ill. Railroad Co. v. Zimmer, 20 Ill. 654; P. & O. Railroad Co. v. Elting, 17 Ill. 429.

A statute allowing the issue of preferred stock, with the consent of the majority of the stockholders, will bind the minority. City v. Cov. & Cin. Bridge Co. 10 Bush, 69.

An amendment changing the notice of a call for an instalment from ninety days to twenty days does not release a subscriber. Ill. Railroad Co. v. Zimmer, 20 Ill. 654; Ill. Railroad Co. v. Beers, 27 Ill. 185.

An amendment authorizing a call upon the subscribers in a particular locality, and devoting the funds to the construction of the road in their vicinage, does not release them. Ill. Railroad Co. v. Zimmer, 20 Ill. 654.

An amendment authorizing the issue of preferred stock and bonds, for the purpose of accomplishing the objects of the corporation, does not release a subscriber. Everhart v. Phila. & W. C. Railroad Co. 28 Penn. 339.

An amendment authorizing a corporation to borrow money and mortgage its property to secure the loan does not release a subscriber. P. & O. Railroad Co. v. Elting, 17 Ill. 429; Joy v. Jackson & Mich. Plank Road, II Mich. 155.

An amendment authorizing a corporation to purchase stock in another corporation does not release a subscriber. Terre Haute & Alton Railroad Co. v. Earp, 21 Ill. 291.

An amendment authorizing a railroad corporation to construct ferries across a river does not release a subscriber. P. & O. Railroad Co. v. Elting, 17 Ill. 429.

An amendment authorizing a corporation to increase its capital stock does not release a subscriber. P. & O. Railroad Co. v. Elting, 17 Ill. 429.

An amendment authorizing a corporation to issue new stock does not release a subscriber. Pacific Railroad v. Hughes, 22 Mo. 291.

If the stock is forfeited to the corporation for non-payment of assessments before the alteration, the alteration constitutes no defense to an action on a note given for one of the instalments. Mitchell v. Rome Railroad Co. 17 Geo. 574.

An amendment confirming an organization made before the requisite amount of stock had been subscribed, is valid, and binds a subscriber whose subscription had been previously taken. Rice v. Rock Island & Alton Railroad Co. 21 Ill. 93.

A change in the route of a railroad or turnpike, which is a change from one enterprise to another, is a material change. Kenosha, Rockford & Rock Island Railroad Co. v. Marsh, 17 Wis. 13; Middlesex Turnpike Corporation v. Locke, 8 Mass. 268; Middlesex Turnpike Corporation v. Swan, 10 Mass. 384.

A road intended to secure the advantages of a particular line of travel and transportation can not be so changed as to defeat that general object. The corporation must remain substantially the same, and be designed to accomplish the same general purposes and subserve the same general interests. Banet v. Alton & Sangamon Railroad Co. 13 Ill. 504. ·

An amendment authorizing a railroad corporation to extend the line of its road does not release a subscriber. Rice v. Rock Island & Alton Railroad Co. 21 Ill. 93; Del. Railroad Co. v. Tharp, I Houst. 149; P. & O. Railroad Co. v. Elting, 17 Ill. 429; Terre Haute & Alton Railroad Co. v. Earp, 21 Ill. 291.

An immaterial deviation from the route prescribed in the charter will not release a subscriber. Champion v. Memphis & Charleston Railroad Co. 35 Miss. 692.

An amendment authorizing a railroad corporation to build branch roads does not release a subscriber. Pacific Railroad v. Hughes, 22 Mo. 291; Greenville & Col. Railroad Co. v. Coleman, 5 Rich. 118; P. & O. Railroad Co. v. Elting, 17 Ill. 429; Peoria & Rock Island Railroad Co. v. Preston, 35 Iowa, 115.

Whether a deviation from the route prescribed in the charter will release a subscriber, is a question that must be determined according to the circumstances of each particular case. Champion v. Memphis & Charleston Railroad Co. 35 Miss. 692; Witter v. M. O. & R. R. Railroad Co. 20 Ark. 463.

Where the primary object of the charter was to develop the interests along the line of the road, a change of intermediate points may be material. Witter v. M. O. & R. R. Railroad Co. 20 Ark. 463.

A material deviation from the route prescribed in the charter, will re

lease a subscriber. Witter v. M. O. & R. R. Railroad Co. 20 Ark. 463; Winter v. Muscogee Railroad Co. 11 Geo. 438.

It is involved in the nature of a subscription to the stock of a corporation for making a road from one place to another, that the termini are part of the contract, and an amendment excusing the corporation from one terminus releases the subscriber. Plank Road Co. v. Arndt, 31 Penn. 317; Winter v. Muscogee Railroad Co. 11 Geo. 438; Marietta & Cin. Railroad Co. v. Elliott, 10 Ohio St. 57; Thompson v. Guion, 5 Jones Eq. 113.

An amendment which makes a material and fundamental alteration in the route of a railroad releases a subscriber. Hester v. Memphis & Charleston Railroad Co. 32 Miss. 378.

If the termini of the road remain the same, a change from an intermediate point will not release a stockholder from his subscription. Banet v. Alton & Sangamon Railroad Co. 13 Ill. 504; Irvin v. Turnpike Co. 2 Penn. 466; P. & O. Railroad Co. v. Elting, 17 Ill. 429.

An immaterial change in a terminative point of a road does not release a stockholder. Irvin v. Turnpike Co. 2 Penn. 466; Penn. & Ohio Canal Co. v. Webb, 9 Ohio, 136; Del. Railroad Co. v. Tharp, 1 Houst. 149; Pacific Railroad v. Hughes, 22 Mo. 291.

The straightening of the line of a road, the location of a bridge at a different place on a stream, or a deviation in the route from an intermediate point, will not have the effect to destroy or impair the contract between the corporation and the subscribers. Banet v. Alton & Sangamon

Railroad Co. 13 Ill. 504.

A stockholder has no reason to complain of any line of transit which starts from the same point of business, accommodates the same travel and transportation, and substantially subserves the same general interests. Penn. & Ohio Canal Co. v. Webb, 9 Ohio, 136.

If an amendment materially altering the terms of the charter is made without the consent of a stockholder, he is released from liability on his subscription. Union Locks & Canals v. Towne, 1 N. H. 44: Middlesex Turnpike Corporation v. Locke, 8 Mass. 268; Hartford & New Haven Railroad Co. v. Crosswell, 5 Hill, 383; Turnpike Co. v. Phillips, 2 Penn. 184; Pitts. & S. Railroad Co. v. Gazzam, 32 Penn. 340; Middlesex Turnpike Corporation v. Swan, 10 Mass. 384.

The original purpose or object of the corporation can not be entirely changed or abandoned, and a new one undertaken, without releasing the subscribers. Sprague v. Illinois Railroad Co. 19 Ill. 174; Woodfork v. Union Bank, 3 Cold. 488.

The rule must be general in its operation. What will discharge one

stockholder from the payment of his subscription, must be held to have the same effect as to others. The matter of injury to one, or of benefit to the others, can not affect their respective liabilities. Banet v. Alton & Sangamon Railroad Co. 13 Ill. 504; Irvin v. Turnpike Co. 2 Penn. 466; Fry v. L. & B. S. Railroad Co. 2 Metc. (Ky.) 314; Sprague v. Illinois Railroad Co. 19 Ill. 174.

The material change may consist either in advancing objects essentially different, or the same objects in methods essentially different from those originally contemplated. Union Locks & Canals v. Towne, 1 N. H. 44.

An act transferring the franchise and subscriptions of one corporation to another releases the subscriber to the stock of the former. New Orleans J. & G. N. Railroad Co. 27 Miss. 517.

An act dividing a corporation into two or more corporations, and apportioning the subscriptions between them, does not bind a stockholder. Turnpike Company v. Phillips, 2 Penn. 184; Supervisors v. Miss. & W. Railroad Co. 21 Ill. 338.

Where the power to consolidate existed at the time of the subscription, a subsequent consolidation does not release the subscriber, for his contract must be presumed to have been made with reference to it. Sparrow v. Evansville & Crawfordsville Railroad Co. 7 Ind. 369; Bish v. Johnson, 21 Ind. 299.

An amendment authorizing a railroad corporation, to consolidate or make connections with any other railroad corporation on the line of its route will not release a subscriber. Sprague v. Illinois Railroad Co. 19 Ill. 174; Illinois Railroad Co. v. Zimmer, 20 Ill. 654.

A consolidation of two corporations into one releases a stockholder from his subscription. McCray v. Junction Railroad Co. 9 Ind. 358; Lanman v. Lebanon Valley Railroad Co. 30 Penn. 42.

A corporation can not consolidate with another corporation without the consent of all the stockholders. Mowrey v. Ind. & Cin. Railroad Co. 4 Biss. 78.

A change in the charter of a railroad corporation, authorizing it to own and run a line of steamboats, is material. Hartford & New Haven Railroad Co. v. Crosswell, 5 Hill, 383; Marietta & Cin. Railroad Co. v. Elliott, 10 Ohio St. 57.

If a corporation is formed to loan money on movable property, an amendment allowing it to receive deposits and do a general banking business can be accepted only by the unanimous consent of the stockholders. State v. Accommodation Bank, 26 La. Ann. 288.

A change of name is immaterial. Clark v. Monongahela, Nav. Co. 10 Watts, 364.