The reservation of the power to repeal, alter or modify a charter, does not authorize the legislature to pass an act compelling the corporation to construct a highway across its property at its own expense. Miller v. Railroad Co. 21 Barb. 513.

Where a corporation has been exempted from the obligation to maintain a suitable and sufficient fishway, in consideration of its indemnifying the riparian owners whose rights are injured by its dam, and has expended con-siderable sums of money in pursuance of this requirement, it is not competent for the legislature, under its power to alter or amend the charter, to pass a law requiring the corporation to maintain a fish way. Comm. v. Essex Co. 79 Mass. 239.

Where there is a provision that the alteration shall work no injustice to the corporators, it is for the courts, and not for the legislature to decide, whether the modification works injustice to them. Iron City Bank v. Pittsburgh, 37 Penn. 340.

Where the power to alter is reserved in the charter, the legislature may modify a provision which requires the consent of a majority of the pew holders to the levying of a pew tax. Bailey v. Trustees, 6 R. I. 491.

Where the power to alter or repeal is reserved, the legislature may impose a tax different from that stipulated for in the original charter. Iron City Bank v. Pittsburgh, 37 Penn. 340.

Where the power is reserved to alter the charter, the legislature may require a railroad corporation to raise or lower the highways which its road crosses, as the security of the public requires. City of Roxbury v. Railroad Co. 6 Cush. 424.

Where the power to alter is reserved, a highway may be laid across a railroad track, and the corporation may be required to make the necessary excavations and embankments. Albany R. R. Co. v. Brownell, 24 N. Y.. 345; Fitchburg R. R. Co. v. Grand Junction R. R. Co. 86 Mass. 198.

Where the power is reserved to alter the charter, the legislature may impose a burden clearly connected with the grant, and necessary to protect the public from the injurious consequences resulting from the exercise of the power conferred by the charter. English v. New Haven Co. 32 Conn. 240.

Where the power is reserved to alter the charter, the legislature may compel the corporation to widen a bridge over an excavation made by it. English v. New Haven Co. 32 Conn. 240.

Where the power is reserved to alter the charter, the legislature may increase the number of directors which a municipal corporation which is a

stockholder, is entitled to elect. People v. Hills, 46 Barb. 340; Miller v. State, 15 Wall. 478.

Where the right is reserved to alter the charter, a State may prohibit an insolvent corporation from giving preferences. Robinson v. Gardiner, 18 Gratt. 509.

Where the power is reserved to alter or amend the charter, a State may impose a tax on the stock, although there is a clause in the charter that such tax shall not be imposed for a certain period. Comm. v. Fayette County R. R. Co. 55 Penn. 452.

A provision that the charter shall not be altered except by an act of the legislature is a sufficient reservation of the power to alter. Houston v. Jefferson College, 63 Penn. 428; Comm. v. Bonsall, 3 Whart. 559; Pennsylvania College Cases, 13 Wall. 190.

A legislature can not appoint additional trustees for a corporation, although it has reserved the right to repeal, alter, or amend the charter. Sage v. Dillard, 15 B. Mon. 340.

Where the power is reserved to repeal, alter, or amend the charter, a corporation authorized to construct a dam across a river may be required to construct a suitable fishway at its own expense. Commissioners v. Holyoke W. P. Co. 104 Mass. 446; Holyoke v. Lyman, 15 Wall. 500.

Where the power is reserved to repeal, alter, or amend the charter, the legislature may require a railroad corporation to construct cattle guards. Bulkley v. N. Y. & N. H. R. R. Co. 27 Conn. 479.

Where the power is reserved to alter, amend, or repeal the charter, the legislature may require a railroad corporation to fence its road. Staats v. Hudson River R. R. Co. 3 Keyes, 196.

Where the power is reserved to alter, amend, or repeal a charter, the corporation may be required to pay the excess of the dividend over six per cent. per annum to a hospital, instead of one-third of the net profits. Mass. Gen. Hospital v. State Mutual Life Insurance Co. 70 Mass. 227.

The reserved power to repeal, alter, or amend the charter may be exercised to almost any extent to carry into effect the original purposes of the grant, or to secure the due administration of its affairs, so as to protect the rights of the stockholders and of creditors, and for the proper disposition of the assets. Miller v. State, 15 Wall. 478; Holyoke v. Lyman, 15 Wall. 500.

Where the power is reserved to repeal, alter, or amend the charter, the legislature may repeal a clause in the charter exempting the corporation from taxation. State v. Miller, 30 N. J. 368; s. C. 31 N. J. 521; State v. Mayor, 31 N. J. 575; Union Improvement Co. v. Comm. 69 Penn. 140;

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Comm. v. Fayette County R. R. Co. 55 Penn. 452; City v. Metropolitan Bank, 27 La. Ann. 648; Iron City Bank v. Pittsburgh, 37 Penn. 340; C. R. & B. Co. v. State, 54 Geo. 401; A. & G. R. R. Co. v. State, 55 Geo. 312; Tomlinson v. Jessup, 15 Wall. 454; West. Wis. R. R. Co. v. Supervisors, 35 Wis. 257; S. C. 93 U. S 595; Hewitt v. N. Y. & O. M. R. R. Co. 12 Blatch. 452.

Where the power is reserved to repeal, alter, or amend the charter, a railroad corporation may be required to erect a station-house at a certain place on its road, and cause trains to stop there. Comm. v. Eastern R. R. Co. 103 Mass. 254.

Where the power is reserved to repeal, amend, or alter the charter, a State may require several railroads to unite in a station in a city. Mayor v. N. & W. R. R. Co. 109 Mass. 103.

Where the power is reserved to repeal, amend, or alter the charter, a State may diminish the right to a ferry franchise from two miles to a quarter of a mile. Perrin v. Oliver, 1 Minn. 202.

Where the power is reserved to repeal the charter, the State may regulate tolls or rates for transportation of persons or property. Hinckley v. C. N. & St. P. R. R. Co. 38 Wis. 194; State v. Stone, 37 Wis. 204; Pick v. C. & N. W. R. R. Co. 94 U. S. 164; S. c. 6 Biss. 177; Shields v. State, 26 Ohio St. 86; Att. Gen. v. Railroad Company, 35 Wis. 425; Anon. 6 C. L. N. 333; M. W. & M. Plank Road Co. v. Reynolds, 3 Wis. 287; Parker v. Metropolitan R. R. Co. 109 Mass. 506.

If the power to alter, limit, annul, or restrain any of the powers vested in the corporation by the charter, is to be used as shall be judged necessary to promote the best interests of the corporation, the legislature can not extinguish its corporate existence. The legislature is constituted sole judge of what is the best interest of the corporation, but still it can not do anything pointedly destructive of that interest. Allen v. McKeen, 1 Sum. 276.

If the power is merely to alter, limit, annul, or restrain the powers vested in the corporation by the charter, the legislature can not intermeddle with its property. Allen v. McKeen, 1 Sum. 276.

Where the power to repeal or alter is reserved in the State Constitution, the right is not affected by the grant of authority by the legislature to consolidate with a corporation of another State. The corporation is still subject to the Constitution, and there is no authority anywhere to remove it beyond the reach of such authority. Anon. 6 C. L. N. 333.

The legislature can not touch the vested rights, privileges, or franchises of a corporation, except so far as the power is reserved by the charter. Allen v. McKeen, 1 Sum. 276.

The reservation of the power to repeal, alter, or modify the charter does not authorize the legislature to take the property of the corporation for public use without compensation. Miller v. Railroad Co. 21 Barb. 513.

Under the reserved power to alter and repeal, the legislature has no right to change the fundamental character of the corporation, and convert it into a different legal being. Buffalo & N. Y. City R. R. Co. v. Dudley, 14 N. Y. 336.

Under the reserved power to amend, the legislature can not compel the corporation to change the entire character of its business. An amendment must not only be granted, but accepted. The corporators do not agree to use the charter after an amendment, no matter how injurious to their interests. Troy & Rutland R. R. Co. v. Kerr, 17 Barb. 581; White v. Railroad Co. 14 Barb. 559.

Although the charter contains a reservation of the right to alter or amend it, yet no amendment or alteration can take away the property or rights which have become vested under a legitimate exercise of the powers granted by the charter. Comm. v. Essex Co. 79 Mass. 239.

Where there is a reservation of the right to alter or amend, the legislature may make the stockholder personally liable for the debts of the corporation subsequently contracted. Sherman v. Smith, 1 Black, 587; Bailey v. Hollister, 26 N. Y. 112; In re Empire City Bank, 18 N. Y. 199; In re Reciprocity Bank, 29 Barb. 369; S. C. 22 N. Y. 9; 17 How. Pr. 323; In re Oliver Lee & Co.'s Bank, 21 N. Y. 9; Anderson v. Comm. 18 Gratt. 295.

Where the power is reserved to repeal, amend or alter the charter, the legislature may make the stockholders liable for all the debts of the corporation until the whole amount of the capital shall have been paid in, and a certificate thereof duly recorded. Butler v. Walker, 8 C. L. N. 92.

The power to repeal or alter the charter becomes by operation of law a part of every contract or mortgage made by the corporation. The shareholders and bondholders take their stock or their securities subject to this paramount condition, of which they in law have notice. Anon. 6 C. L. N. 333.

If the right to repeal or amend is reserved in the charter, a creditor of the corporation can not object to the repeal, for that is a contingency which he assumed when he made the contract. Read v. Frankfort Bank, 23 Me. 318; West. Wis. R. R. Co. v. Supervisors, 93 U. S. 595; S. C. 35 Wis. 257.

The power to destroy a contract made with a corporation by repealing its charter, does not give the legislature the power to impair or alter or destroy the contract in any manner the legislature may think fit, without repealing the charter. Curran v. State, 15 How. 304; S. C. 12 Ark. 321.

The power to repeal the charter does not confer the power to destroy the executory contracts of the corporation, and withdraw its property from the just claims of its creditors. Curran v. State, 15 How. 304; S. C. 12 Ark. 321.

The power to make by-laws for the government of the corporation does not give the corporation the right to enact a by-law which will affect the right to a scholarship previously taken, by imposing terms and conditions not embraced in the contract itself. Illinois College v. Cooper, 25 Ill. 148.

Contracts made between individuals and the corporation do not vary or in any manner change or modify the relation between the State and the corporation in respect to the right of the State to alter, amend or modify. Pennsylvania College Cases, 13 Wall. 190; Pick v. C. & N. W. R. R. Co. 6 Biss. 177.

Where a note is made payable at the bank, the legislature can not make a law allowing it to be paid at a branch bank, although the power was reserved to repeal, amend or alter the charter. Bank v. McVeigh, 20 Gratt. 457.

The legislature can not alter contracts made under a charter with the corporation, although the power was reserved to repeal, alter or amend the charter. Bank v. McVeigh, 20 Gratt. 457.

Effect of Amendment on Stockholders.

By acquiring an interest in a corporation, a stockholder enters into an obligation with it in the nature of a special contract, the terms of which are limited by the specific provisions, rights and liabilities detailed in the act of incorporation. To make a valid change in this contract, the assent of both parties is indispensable. The corporation on one part can assent by a vote of the majority; the individual, on the other part, by his own personal act. Union Locks & Canals v. Towne, I N. H. 44; Hartford & New Haven R. R. Co v. Crosswell, 5 Hill, 383.

The charter constitutes the fundamental articles of the association. It defines the rights and powers of the corporation, determines its objects and fixes the individual contract of the members with the corporation. These fundamental articles can not be altered by a vote of the majority against the consent of the minority, unless there is an express or implied provision in the charter itself that they may do it. The legislature has no greater power over the corporators than over the corporation. The contract subsisting between the members of a corporate body and the corporation is equally within the protection of the Constitution. Hence the legislature can not authorize an amendment of the charter against the wishes of any corporator, unless that power is expressly reserved. New Orleans, J. & G. N. R. R. Co. v. Harris, 27 Miss. 517; Mobile R. R. Co. v. State, 29