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The mere acceptance of a material amendment, which the corporation has never attempted and may never attempt to use, does not release a subscriber. Hawkins v. Miss. & Tenn. Railroad Co. 35 Miss. 688; Fry v. L. & B. S. R. R. Co. 2 Met. (Ky.) 314; R. & B. R. R. Co. v. Thrall, 35 Vt. 536; P. & O. R. R. Co. v. Elting, 17 Ill. 429; M. O. & R. R. Railroad Co. v. Gaster, 24 Ark. 96.

A change in the height of a dam from four feet to eight feet is immaterial. Clark v. Monongahela Nav. Co. 10 Watts, 364; Gray v. Monongahela Nav. Co. 2 W. & S. 156.

An act amending a charter so as to permit the directors to make assessments upon the stock, alters the terms of the contract between the members and the corporation, and is unconstitutional. Brown v. Fairmount Co. 30 Leg. Int. 124.

If the construction of the road within a certain time was an essential inducement to the making of the contract, an amendment extending the time for the completion of the road will release a subscriber. Henderson v. Railroad Co. 17 Tex, 560.

A material alteration of the charter, accepted by the stockholders in general meeting duly organized, is binding upon each individual member, unless he expressly dissents therefrom before any debts are contract

or rights inure to third parties, in carrying out the new design or enterprise. Martin v. Pen. & Geo. R. R. Co. 8 Fla. 370; Railroad Co. v. Leach, 4 Jones, 340.

If the alteration is material the subscriber will be released, although he was one of the directors who signed a petition to the legislature asking for the alteration. Middlesex Turnpike Corporation v. Swan, 10 Mass. 384.

If the alteration is material, the subscriber will be released, although he accepted the position of director after the adoption of the amendment. Middlesex Turnpike Corporation v. Walker, 10 Mass. 390.

Where an amendment changes the par value of the shares, and the proper number is assigned to a stockholder to meet his original subscription, a payment in part is an assent to the alteration. K. & P. R. R. Co. v. Palmer, 34 Me. 366.

A stockholder who, after the adoption of the amendment, votes at the election of the officers of the corporation, is estopped to deny the validity of his subscription. Clark v. Monongahela Nav. Co. 10 Watts, 364.

A consent to the alteration can not be implied from the acceptance and discharge of the office of director after the change has been made. Middlesex Turnpike Corporation v. Walker, 10 Mass. 390; Middlesex Turnpike Corporation v. Swan, 10 Mass. 384; 0. & L. R. R. Co. v. Veazie, 39

Me. 571.

A subscriber who votes at the organization of the corporation and election of directors, after the acceptance of an amendment changing the amount of subscriptions required before an organization, assents to the change. Bedford Railroad Co. v. Bowser, 48 Penn. 29.

An assent to amendments extending the objects or increasing the powers or enlarging the liabilities of the corporation, is not to be presumed, but must be expressly shown. Union Locks and Canals v. Towne, 1 N.

H. 44.

Effect of Reserved Power.

The right to bind subscribers who do not assent to the change derives no additional support from the fact that a power had been reserved to amend the charter. The corporation is not obliged to accept the amendment. It may assent or not, as it chooses. This is just what it might have done if the power of amendment had not been reserved. The question whether an individual subscriber is bound or not by the corporate assent must be determined by the same principles in either case. Kenosha, Rockford & Rock Island Railroad Co. v. Marsh, 17 Wis. 13; Zabriskie v. Hackensack & N. Y. R. R. Co. 18 N. J. Eq. 178; Black v. Del. & Rar. Canal Co. 24 N. J. Eq. 455; S. C. 22 N. J. Eq. 130.

Where the power is reserved to alter the charter, the stockholder subscribes to the stock subject to the power, and he can not complain of the exercise of the power. The agreement must be read with the legislative condition. Schenectady & Saratoga Plank Road Co. v. Thatcher, 11 N. Y. 102; Northern Railroad Co. v. Miller, 10 Barb. 260 ; White v. Syr. & Utica Railroad Co. 14 Barb. 559; Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336; Meadow Dam Co. v. Gray, 30 Me. 547 ; Pacific Railroad v. Renshaw, 18 Mo. 210; Durfee v. Railroad Co. 87 Mass. 230; Story v. Jersey City P. R. Co. 16 N. J. Eq. 13.

If the reserved power to alter the charter is exercised without fraud, the alteration is valid, whether it is beneficial or injurious to the subscriber, for it is a question of power. Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336.

To work a discharge where the power is reserved to alter the charter, the charter must be repealed or the legislation must be such as virtually to subvert the corporation itself, or at least to destroy its identity. Buffalo & N, Y. City Railroad Co. v. Dudley, 14 N. Y. 336.

The legislature can not authorize the extension of a railroad where extension would be a different enterprise, although the power is reserved to repeal, alter or amend the charter. Zabriskie v. Hackensack & N. Y. Railroad Co. 18 N. J. Eq. 178.

A consolidation of two corporations will release the subscriber, although

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the power to amend was reserved in the charter. Booe v. Junction Railroad Co. 10 Ind. 93.

The legislature can not authorize the lease of a railroad for nine hundred and ninety-nine years, although the power is reserved to repeal, alter or amend the charter. Black v. Del. & Rar. Canal Co. 24 N. J. Eq. 455; S. C. 22 N. J. Eq. 130.

Although the power is reserved to alter the charter, the legislature can not, in effect, create a new corporation of a new and distinct character. White v. Syr. & Utica Railroad Co. 14 Barb. 559; Troy & Rutland Railroad Co. v.

Kerr, 17 Barb. 581; Booe v. Junction Railroad Co. io Ind. 93 ; Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336; Durfee v. Railroad Co. 87 Mass. 230; Zabriskie v. Hackensack & N. Y. Railroad Co. 18 N. J. Eq. 178; Tyson v. Va. & T. R. R. Co. 4 A. L. T. 223.

Where the power is reserved to alter the charter, a railroad corporation may shorten the line of its road. Troy & Rutland Railroad Co. v. Kerr, 17 Barb. 581.

Where the power is reserved to alter the charter, an amendment increasing the capital stock will not release a subscriber. Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336.

Where the power is reserved to alter the charter, the name of the corporation may be changed without releasing a subscriber. Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336.

Where the power is reserved to alter the charter, the legislature may authorize the corporation to subscribe to the capital stock of a foreign corporation. White v. Syr. & Utica Railroad Co. 14 Barb. 559.

Where the power is reserved to alter the charter, the corporation may be authorized to reduce its capital stock. Troy & Rutland Railroad Co.

Kerr, 17 Barb. 581; Joslyn v. Pacific Mail Steamship Co. 12 Abb. Pr.

N. S. 329.

Where the power is reserved to alter the charter, an amendment authorizing the corporation to borrow money to a certain amount, and to pay interest to stockholders on stock payments beyond calls, does not release a stockholder. Northern Railroad Co. v. Miller, 10 Barb. 260.

Where the power is reserved to amend the charter, an amendment extending the time for the completion of the road will not release a subscriber. Poughkeepsie & S. P. Plank Road Co. v. Griffin, 24 N. Y. 150; S. C. 21 Barb. 454 ; Agricultural Branch Railroad Co. v. Winchester, 95

Mass. 29.

Where the power is reserved to alter the charter, an amendment authorizing an extension of the road of a railroad corporation, will not release a subscriber. Buffalo & N. Y. City Railroad Co. v. Dudley, 14 N. Y. 336; Pacific Railroad Co. v. Renshaw, 18 Mo. 210; Pacific Railroad Co. v. Hughes, 22 Mo, 291.

Where the power is reserved to alter the charter, an amendment which increases the liabilities of the stockholders will not release a subscriber. Meadow Dam Co. v. Gray, 30 Me. 547.

Where the power is reserved to alter the charter, an amendment authorizing a railroad corporation to accept bonds issued by the State, and mortgage the road to secure the loan, will not release a subscriber. Pacific Railroad Co. v. Renshaw, 18 Mo. 210; Pacific Railroad Co. v. Hughes, 22 Mo. 291.

Where the power is reserved to alter the charter, an am endment may be made, allowing calls for instalments of subscriptions at the rate of five per centum per month instead of twenty-five per centum each year. B. & M. R. R. Co. v. White, 5 Iowa, 409.

Where a subscription is made upon the condition that the amount of capital required by the charter shall be subscribed, an amendment reducing the amount necessary to an organization will not render the subscriber liable. 0. & L. Railroad Co. v. Veazie, 39 Me. 571.

Where the power is reserved to alter the charter, the legislature may authorize a railroad corporation to take a lease of another railroad. Durfee v. Railroad Co. 87 Mass. 230.

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Where the power is reserved to alter the charter, an amendment to the charter of a plank road company, authorizing the construction of branch roads, does not release the stockholder. Schenectady & Saratoga Plank Road Co. v. Thatcher, 11 N. Y. 102; Northern Railroad Co. v. Miller, 10 Barb, 260.

If the power is reserved to alter and amend the charter, an act allowing a mutual insurance company to separate the risks of the inhabitants of the country from those of the towns, so that each class shall only be liable to contribute for a loss in its district, is binding on the minority if accepted by the majority of the stockholders. Currie v. Mutual Assurance Society, 4 H. & M. 315.

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Public Corporations. The charter of a public corporation created for purposes of government, can not be considered as a contract. Marietta v. Fearing, 4 Ohio, 427; People v. Morris, 13 Wend. 325; Bradford v. Cary, 5 Me. 339; Governor v. Gridley, Walk. 328.

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A power to alter and change public corporations, created for purposes purely public, and to adapt them to the purposes they were intended to accomplish, is implied in their very nature. Bristol v. New Chester, 3 N. H. 524; State v. Railroad Co. 3 How. 534; S. C. 12 G. & J. 399 ; Bush v. Shipman, 5 Ill. 186; City v. Russell, 9 Mo. 507 ; Aspinwall v. Commissioners, 22 How. 364; Bridgeport v. Hubbell, 5 Conn. 237; Trustees v. Aberdeen, 21 Miss. 645; People v. Morris, 13 Wend. 325; Mayor v. State, 15 Md. 376; North Yarmouth v. Skillings, 45 Me. 133; Mills v. Williams,

Ired. 558; Gatzweiller v. People, 14. III. 142; Paterson v. Society, 24 N. J. L. 385.

A grant of a franchise to a public corporation may, at any time, be resumed by the State. Trustees v. Tatman, 13 Ill. 27.

Transactions between the legislature and a municipal corporation, in relation to public interests, are in the nature of legislation rather than of compact, and are not violated by subsequent legislative changes. Hartford v. Hartford Bridge Co. 10 How. 511 ; S. C. 16 Conn. 149; Trustees v. Tatman, 13 III. 27; Layton v. New Orleans, 12 La. Ann. 515; Police Jury v. Shreveport, 5 La. Ann. 661; Reynolds v. Baldwin, i La. Ann. 162; vide Benson v. New York, 1o Barb. 223.

The corporation which is subject to legislative control is one that is the mere instrument or agent of the State, through which it exercises some of its political or administrative powers and functions, or manages for its own purposes the public property of the State, or conducts transactions in which alone the State is interested. Louisville v. University, 15 B. Mon. 642.

The charter of a municipal corporation may be altered so as to change the person on whom service of process against the corporation may be made, and this will not impair the obligation of any contract previously made by the corporation. Perkins v. Watertown, 5 C. L. N. 472; S. C. 5

Biss. 320.

A law which repeals an act passed upon the division of a township, requiring that each of the new towns thus created should bear its proportion of the expense of the paupers supported at the time of the division, is unconstitutional. Bowdoinham v. Richmond, 6 Me. 112.

The power to divide the property of a municipal corporation is necessarily incident to the power to divide the territory of such corporation, and thus form two corporations. Bristol v. New Chester, 3 N. H. 524; Richland v. Lawrence, 12 III. 1; North Yarmouth v. Skillings, 45 Me. 133. A State legislature may extend the limits of a municipal corporation Li

a without the consent of the citizens who live on or own the land comprising the part to be annexed. Manly v. Raleigh, 4 Jones Eq. 370; Morford v. Unger, 8 lowa, 82.

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