contract exposed it, we may concede, to lose its privilege, at the pleasure of the State, but did not bind it to involuntary and uncompensated servitude to the State as a taskmaster. If the grantee accepts the reduced or burdened. service, a new contract is made and new obligations assumed. If the grantee rejects the proffered franchise, thus reduced and burdened, the State may retire from the new exaction, or wholly terminate the franchise. * * * * * * * * * "The continuance of the privilege, in whole or in part, is at the option of the State, which satisfies completely the public interest. To carry it beyond this efficiency would be to convert the clause into a means of oppression, even to the extent of confiscation. * "The act of March 11, 1874, does not purport to terminate the franchises of the railroad absolutely or conditionally; nor to modify or reduce the service of the corporation in the maintenance or conduct of the franchises in the future, in the least; nor to impose burdens or conditions upon such future exercise, which the corporation is required to assent to, if it desires to maintain the continued possession of the franchise. The act proceeds upon no such spirit or purpose. On the contrary, the act undertakes to secure the full measure of public service involved in the granted franchises, by the unusual and cumulative compulsion of fines and aggravated damages, for any and each refusal to perform the corporate duty of carrying passengers and freight." He therefore regards the power claimed in such act to be equivalent to a claim by the State, under the presumed right reserved, to "appropriate corporate property to the public service, at the discretion of the Legislature, without compensation therefor; and a claim to maintain the contract with the company in full force, as to all engagements onerous to the company, but o revoke or modify, at will, all stipulations for the company's benefit." He therefore advised that the constitutionality of these laws be tested in the courts. Accordingly, the matter has been brought before the courts, having been brought before the Circuit Court of the United States for the Western District of Wisconsin, by a bill filed on behalf of certain foreign creditors. The case came on for a hearing in July, 1874, before Mr. Justice Davis, of the Supreme Court of the United States, Judge Drummond, the Circuit Judge, and Judge Hopkins, the District Judge, being the full bench of the circuit for that district; and a pro forma decision was rendered, virtually holding the act to be constitutional, in order to expedite the bringing the case before the Supreme Court, where it is now pending. But an action by the Attorney-General of Wisconsin was begun against the railroads, and this brought the matter before the State Court, when, after a long argument, a decision was rendered by Chief Justice Ryan, of the Supreme Court of the State, holding the act to be constitutional. The decision is remarkable for its length, as well as for its singular rhetorical arguments and embellishment. It deserves to be read as an evidence to show how even judicial calmness can be ruffled by the agitation and opinions of the hour. The case is reported as AttorneyGeneral v. Railroad Companies, 35 Wis., 425. It will not be a rash opinion to venture, that when the decision of the Supreme Court is rendered, it will be against the constitutionality of the act, and such a decision will be second only in importance to the decision in the Dartmouth College Case. The later history of legislation respecting private corporations is instructive as showing a determination and an effort to check abuses of legislation which, at one time, threatened the most serious consequences. Charters conferring special and exclusive privileges had been granted through means that were as scandalous as they were pernicious; until the evils became so flagrant and intolerable, that a united effort was made to remedy them, prohibiting by constitutional provisions the granting of private charters, and regulating incorporations under general laws. This is one of the latest and most hopeful phases of the law pertaining to private corporations. There are few States in which this principle is not now recognized. In this State, our Constitution Article IV, Sec. 31, prohibits the creation of corporations by special acts. Sec. 32 provides, "dues from corporations shall be secured by such individual liability of the corporators and other means as may be prescribed by law." Under our laws we have thrown open the privilege of incorporation to the widest extent; restricting it to no class, limiting it to no special objects; but, at the same time, accompanying the privileges thus conferred with certain liabilities and safeguards. So important is this considered, as to have a place in our fundamental law, for Sec. 36, Art. IV., of the Constitution prescribes: "Each stockholder of a corporation, or joint stock association, shall be individually and personally liable for his proportion of all its debts and liabilities." PRIVATE CORPORATIONS. TITLE I. GENERAL PROVISIONS APPLICABLE TO ALL CORPORATIONS. CHAPTER I. FORMATION OF CORPORATIONS. II. CORPORATE STOCK. III. CORPORATE POWERS. IV. EXTENSION AND DISSOLUTION OF CORPORATIONS. CHAPTER I. FORMATION OF CORPORATIONS. ARTICLE I. CORPORATIONS DEFINED AND HOW ORGANIZED. ARTICLE I. CORPORATIONS DEFINED AND HOW ORGANIZED. SECTION 283. Corporation defined. 284. What are public and private corporations. 285. Corporations, how formed. 286. Corporations may be formed for any lawful purpose. 287. How corporations may continue their existence under this Code. 288. Existing corporations not affected. 289. Name of instrument creating corporation. 290. Articles of incorporation, what to contain. 291. Certain corporations to state further facts in articles. 292. Articles to be subscribed and acknowledged. Number and qualifications of signers. 293. Prerequisite to filing articles. Amounts to be subscribed to be fixed. 294. Prerequisite to filing articles of certain corporations. 295. Oath of officer to subscription of stock and payment of ten per cent. 296. Articles to be fiied with the County Clerk and Secretary of State. 297. Certified covy of certificate to be prima facie evidence of its contents. 298. Who are members and who stockholders of a corporation. 299. When certified copy of certificate is to be filed, and where. 283. Corporation defined. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes. Definition: Various authors and jurists have given definitions of a corporation. It is essential to a right understanding of the nature and powers of a corporation, to lay down a correct definition. There is, probably, no better definition than that given by Kyd, who defines a corporation thus: "A body politic, or body incorporate, is a collection of many individuals united in one body, under a special denomination, having a perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued; of enjoying privileges in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its existence." (1 Kyd, 13.) The definition given in Dartmouth College v. Woodward (4 Wheat. 636), by Chief Justice Marshall, has been generally accepted as a full and correct description of the nature and attributes of a corporation. That laid down in Angell & Ames on Corporations, § 1, is also approved: “A corporation is a body created by law, composed of individuals united under a common name, the members of which succeed each other, so that the body continues the same, notwithstanding the change of individuals who compose it, and is, for certain purposes, considered a natural person." The definition given in this section of the Code is very happily and briefly expressed; and includes three essential attributes of a corporation, namely, the mode by which it is called into being, its individuality, and its continuity, Created by the Law. This part of the definition distinguishes corporations from certain conventional associations, formed at the pleasure of individuals, for a temporary purpose, without the intervention of law. So Lord Hale defines "persons politic, or corporations," as bodies created by operation of law. (Analysis of the Law, 37.) As these bodies are the creatures of the law, it would necessarily follow, that they are to be limited and controlled, in their action and purposes, by law, and can only exercise those powers expressly or |