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Laws 1890, $ 250), which being done, the certificate or policy in question was delivered to the plaintiff at his home court in Watertown. Thereafter, as assessments came due, they were paid to said subordinate court, and by it transmitted to the Supreme Treasurer at the home office in Toronto.

[1] From this statement of facts it clearly appears that the contract in question was made in the state of New York. There it was delivered, and the final acts which were requisite to give vitality to it as a contract were there performed. A contract is made where the final acts are done which are essential to its validity and where it is in fact delivered. Meyer v. Knights of Pythias, 178 N. Y. 63. 70 N. E. 111, 64 L. R. A. 839; Whart. Conf. Laws (2d Ed.) § 421; Voight v. Brown, 42 Hunt, 394; Milliken v. Pratt, 125 Mass. 374, 376, 28 Am. Rep. 241; Holder v. Aultman, 169 U. S. 81, 18 Sup. Ct. 269, 42 L. Ed. 669; Stein-Gray Drug Co. v. Michelsen Co. (Mun. Ct.) 116 N. Y. Supp. 789. A contract of insurance is made, not where the policy was executed, but where it was in fact delivered. South Bay Co. v. Howey, 113 App. Div. 383, 385, 386, 98 N. Y. Supp. 909; Swing v. Dayton, 124 App. Div. 58, 108 N. Y. Supp. 155, affirmed on opinion below 196 N. Y. 503, 89 N. E. 1113. And, indeed, it there was ever any doubt upon the subject, it has finally been set at rest by the decisions of the United States courts that a policy of insurance, made out in one state and delivered in another, is a contract made in the state where it was delivered. Knights Templar & Masons' Indemnity Co. v. Berry, 50 Fed. 511, 1 C. C. A. 561; Equitable Life Ass. Society v. Winning, 58 Fed. 541, 7 C. C. A. 359; Equitable Life Ass. Society v. Clements, 140 U. S. 226, 11 Sup. Ct. 822, 35 L. Ed. 497; Mutual Life Ins. Co. v. Cohen, 179 U. S. 262, 265, 21 Sup. Ct. 106, 45 L. Ed. 181; Mutual Life Ins. Co. v. Hill, 193 U. S. 551, 24 Sup. Ct. 538, 48 L. Ed. 788.

[2] The authorities, in relation to what law shall govern in the construction of contracts made in one jurisdiction to be performed in another, do not seem to be in perfect harmony. It was laid down many years ago as a general rule that the law of the place where a contract is made determines its nature, validity, obligation, and legal effect, and also prescribes the rules for its construction and interpretation, unless it appears that it was to be performed in another place, or was made with reference to the laws and usages of such other place, in which case, following the rule of the presumed intention of the parties, the law of the place of performance furnishes the guide for its construction and interpretation. This rule seems to have been steadily adhered to by the courts until a comparatively recent period. Sherrill v. Hopkins, í Cow. 103; Dyke v. Erie R. R., 45 N. Ý. 113, 116, 6 Am. Rep. 43; Jewell v. Wright, 30 N. Y. 264, 86 Am. Dec. 372; Merchants’ Bank of Canada v. Griswold, 72 N. Y. 473, 480, 28 Am. Rep. 159; Curtis v. Delaware, L. & W. R. R. Co., 74 N. Y. 116, 120, 30 Am. Rep. 271; Interstate Steamboat Co. v. First Nat. Bank, 87 Hun, 93, 33 N. Y. Supp. 966. The more recent cases, however, lay down the rule that all matters bearing upon the construction, interpretation, and validity of a contract must be determined by the law of the place where the contract was made, while all matters con

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nected with its performance are regulated by the law of the place of
performance. Scudder v. Union Nat. Bank, 91 U. S. 406, 413, 23
L. Ed. 245; Union Nat. Bank v. Chapman, 169 N. Y. 538, 543, 62
N. E. 672, 57 L. R. A. 513, 88 Am. St. Rep. 614; Stumpf v. Hallahan,
101 App. Div. 383, 91 N. Y. Supp. 1062; Hooley v. Talcott, 129 App.
Div. 236, 113 N. Y. Supp. 820.

The distinction, if any, between these rules, is, however, unimpor-
tant in this case; for, as we have seen, the contract of insurance was
made in this state, and, as no place of performance is specified in the
contract, presumptively it was to be performed in the place where
the contract was made. Pomeroy v. Ainsworth, 22 Barb. 120, 128;
Stumpf v. Hallahan, 101 App. Div. 383, 91 N. Y. Supp. 1062; 2
Whart

. Contr. § 72; 5 Lawson Rights & Rem. 4142; Perry v. Erie Transfer Co. (Com. Pl.) 19 N. Y. Supp. 239; Cahill Iron Works v. Pemberton (Com. Pl.) 27 N. Y. Supp. 927, 931. And besides, as no place for the payment of the sum insured is mentioned, it would be the duty of the debtor to search out the creditor and pay him personally, if he was to be found within the state. Smith v. Smith, 25 Wend. 406; Hale v. Patton, 60 N. Y. 236, 19 Am. Rep. 168; Stoker v. Cogswell, 25 How. Prac. 274.

The party insured resides within the state of New York, and, while the place of payment is by no means controlling, it is nevertheless a factor in determining where the contract is to be performed. On all the facts I conclude that the contract was also to be performed within this state. The construction of the contract and the rights of the parties thereunder must therefore be determined by the laws of our state.

(3-5] Turning now to the contract in question, we find that in consideration of the plaintiff's complying with the constitution and bylaws of the defendant it agreed to pay him, on arriving at the age of 70 years, an annuity of $200 until the whole sum of $2,000 was paid, or in case of total and permanent disability the sum of $1,000, or upon his death to his widow or personal representatives the sum of $2,000. The by-laws in existence at the time the plaintiff joined the defendant provided that the plaintiff should pay a monthly assessment upon the certificate or policy aforesaid of $1.60, and that he should pay the same rate of assessment thereafter so long as he remained in good standing in the order and in the class in which he was thus insured. This was the only requirement of the by-laws as to payments by the plaintiff, except the levying of special assessments which the executive council was authorized to make in emergency cases. Manifestly these special assessments were to be made at the same rate as the regular monthly assessments, and they could only be ordered when the defendant had no available funds to pay the certificates of insurance as they matured, and when such special assessments were ordered they were to be refunded to the members as soon as the funds of the defendant would permit. Furthermore, at the time the action complained of was taken by defendant, it had a surplus fund of about $20,000,000, so there can be no claim that said action was authorized under the power contained in the by-laws to levy special assessments.

The certificate of insurance issued to plaintiff, in connection with

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the constitution and by-laws then in existence, constituted his contract with defendant. Matter of Equitable Reserve Fund Life Ass'n, 131 N. Y. 369, 30 N. E. 114; Sabin v. Phinney, 134 N. Y. 428, 31 X. E. 1087, 30 Am. St. Rep. 681; People v. Life & Reserve Ass'n, 150 N. Y. 94, 108, 45 N. E. 8; People v. Grand Lodge of Empire Order, 156 N. Y. 533, 537, 538, 51 N. E. 299; Shipman v. Protected Home Circle, 174 N. Y. 409, 67 N. E. 83, 63 L. Ř. A. 347. And that under such a contract an amendment of the by-laws, without the consent of a member and without special reservation of the right to make such amendment, which increased the monthly rate of assessment, violated his contract rights, is no longer an open question in this state. Wright v. Knights of Maccabees, 196 N. Y. 391, 89 N. E. 1078, 31 L. R. A. (N. S.) 423, 134 Am. St. Rep. 838; Green v. Royal Arcanum, 206 N. Y. 591, 100 N. E. 411.

An examination of the contract in question will not show, in my judgment, any such reservation of power. True, the certificate states on its face that it is issued in consideration, among other things, of the provisions of the constitution and laws prescribed from time to time by the Supreme Court, all of which are assented to by the plaintiff and made part of the contract; but it has been frequently held that such a provision did not authorize any amendment which increased the rate of assessment as to existing contracts. Langan v. American Legion of Honor, 174 N. Y. 266, 66 N. E. 932; Shipman v. Protected Home Circle, 174 N. Y. 398, 404, 67 N. E. 83, 63 L. R. A. 347; Beach v. Supreme Tent, 177 N. Y. 101, 69 N. E. 281; Ayers v. Order of United Workmen, 188 N. Y. 281, 80 N. E. 1020

It is equally well settled that such reservation has reference only to reasonable amendments relating to the economic administration of the affairs of the society, and does not authorize amendments that interfere with or destroy vested contract rights. See cases above cited; also Kent v. Quicksilver Mining Co., 78 N. Y. 159; Matthews v. Associated Press, 136 N. Y. 342, 32 N. E. 981, 32 Am. St. Rep. 741; Engelheart v. Fifth Ward D. S. & Loan Ass'n, 148 N. Y. 281, 287, 42 N. E. 710, 35 L. R. A. 289; Parish v. New York Produce Exchange, 169 N. Y. 35, 61 N. E. 977, 56 L. R. A. 149; Evans v. Southern Tier Masonic Relief Ass'n, 182 N. Y. 453, 75 N. E. 317; Wright v. Knights of Maccabees, 196 N. Y. 391, 89 N. E. 1078, 31 L. R. A. (N. S.) 423, 134 Am. St. Rep. 838; Green v. Royal Arcanum, 206 N. Y. 591, 595, 100 N. E. 411.

There was also upon the back of the certificate a printed clause signed by plaintiff, whereby he expressly agrees that the constitution and laws of the Independent Order of Foresters, as well as any amendments thereof which may be adopted from time to time by the Supreme Court, shall be a part of this contract; particular reference being made by the parties thereto to 93 different sections of the constitution and by-laws, among which is section 237, which fixed the monthly rate of assessment when the plaintiff joined the defendant.

I do not think that defendant's contentions gain additional force from the special reference thus made to certain sections of the bylaws. This reference, as above stated, is to 93 different sections, or over one-third in number of all the sections contained in the consti

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tution and by-laws of defendant. In order, therefore, to understand what this reservation of power to amend related to, he must examine 93 different sections, and then all he would be informed was that the defendant reserved the right to make new by-laws in place of the same. Such a reference is little, if any, better than saying that particular and special reference is made to all of the sections contained in said constitution and by-laws.

It was said by Cullen, C. J., in Beach v. Supreme Tent, 177 N. Y. 101, 69 N. E. 281, that nothing less than an explicit statement that power was reserved to amend the by-laws, so as to raise the rate of assessment, would be sufficient to confer such authority. It is clear, therefore, that as to existing contracts such power did not arise from the general language used in the certificate, and unless the action of defendant has some other ground of support, it was invalid, as being in violation of the plaintiff's contract rights. Boswell v. Security Mutual Life Ins. Co., 193 N. Y. 465, 473, 474, 86 N. E. 532, 19 L. R. A. (N. S.) 946.

But it is urged by the counsel for defendant that it was incorporated by the Parliament of the Dominion of Canada, that such Parliament has unlimited power to alter, amend, or repeal such charter, and that, acting under such authority, it amended the charter of defendant by authorizing the levying of this special assessment, and that, not being restrained by any written constitution, it had full power to authorize the levying of the same, notwithstanding it violated vested contract rights; that as a corporation is the creature of a statute, it carries its charter with it wherever it goes, and that such charter, with amendments enacted thereto, must be given the same force and effect elsewhere that it has in the place of its creation. To a person living in a country where individual rights are safeguarded by constitutional limitations and restrictions, such a proposition would seem to be both novel and unique. However, to test the accuracy of this proposition, it will be useful to inquire to what extent similar legislation in a country subject to constitutional restrictions and limitations will be enforced by our courts, and whether greater weight will be given to the statutory enactments of a foreign country whose Parliament is not restrained by any constitutional provisions.

It was held in the Dartmouth College Case, 4 Wheat. 518, 4 L. Ed. 629, that the granting of a charter to a corporation was a contract between the body granting the same and the members of the corporation, and that any act of the former which altered the charter in a material respect without the consent of the corporation impaired the obligation of such contract, and was therefore unconstitutional and void. In that case Dartmouth College had been chartered by the British crown as a great public educational enterprise, and the statute which was condemned was an act of the Legislature of New Hampshire which sought to take the management of the college out of the hands of the board of trustees provided in the charter and to confer it upon a board consisting of certain state officers as ex officio members, the balance to be appointed by the Governor and state counsel of that state on the theory that the continuance of its management under trustees named by the crown and their successors was contrary to the

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genius of our institutions, and that the educational atmosphere existing under such circumstances would exercise a baleful influence upon the students in the college. Roused by the danger liable to result to the public interests from this decision, as soon as its full import and extent became generally known, most, if not all, of the states enacted statutes reserving power in the Legislature to alter, suspend, or repeal the charter of every corporation. Such a statute was enacted in our own state in the Revised Statutes of 1828, and has ever since continued to be the law of this state.

The extent to which this power of amendment, suspension, and repeal may be exercised by the Legislature has been frequently before the courts, and much has been written upon the subject. It is said in a standard work on Corporations that the effect of these statutes is to validate such legislation as was condemned in the Dartmouth College Case, and the only right of amendment which they confer is such as would have existed, had that case decided that the federal Constitution did not apply to corporate charters; that, as a consequence, the right reserved was in the nature of a police power, and could only be exercised without the consent of the corporation in matters wherein the public interests are involved; that in the exercise of that power the Legislature cannot change the whole character of the enterprise, or make material and fundamental changes from the original plan, without the unanimous consent of all the stockholders. In this regard the learned author seems to have the support of the authorities. 2 Cook, Corp. (7th Ed.) $$ 499, 500, 501; Tomlinson v. Jessup, 15 Wall. 454, 458, 21 L. Ed. 204; Miller v. New York, 15 Wall. 498, 21 L. Ed. 98; Sinking Fund Cases, 99 U. S. 700, 719, 720, 25 L. Ed. 496; Larabee v. Dolley (C. C.) 175 Fed. 391; Avondale Land Co. v. Shook. 170 Ala. 379, 54 South. 268; Orr v. Bracken Co., 81 Ky. 593; Cross v. Peach Bottom R. Co., 90 Pa. 392, 395; Zabriskie v. Hackensack & N. Y. R. Co., 18 N. J. Eq. 178, 90 Am. Dec. 617; Lord v. Equitable Life Assur. Soc., 194 N. Y. 236, 237, 87 N. E. 443, 22 L. R. A. (N. S.) 420. The Supreme Court of the United States, however, sums up this power of amendment as follows:

"A. power reserved to the Legislature to alter, amend, or repeal a charter authorizes it to make any alteration or amendment of a charter granted subject to it, which will not defeat or substantially impair the object of the grant, or any rights vested under it, and which the Legislature may deem necessary to secure either that object or any public right." New York & N. E. R. R. Co. v. Bristol, 151 U. S. 556, 567, 14 Sup. Ct. 437, 38 L. Ed. 269; Close v. Glenwood Cemetery, 107 U. S. 476, 2 Sup. Ct. 267, 27 L. Ed. 408; IIolyoke Co. v. Lyman, 15 Wall. 522, 21 L. Ed. 133; Sinking Fund Cases, 99 U. S. 720, 25 L. Ed. 496; Berea College v. Kentucky, 211 U. S. 45, 57. 29 Sup. Ct. 33, 53 L. Ed. 81.

But, whatever is the extent of this power and the restrictions and limitations placed upon its exercise, all the cases seem to agree that it cannot be exercised in any manner so as to interfere with vested rights or impair the obligation of existing contracts. People v. O'Brien, 111 N. Y. 2, 37, 48, 49, 52, 18 N. E. 692, 2 L. R. A. 255, 7 Am. St. Rep. 684; Lord v. Equitable Life Assur. Society, 194 N. Y. 213, 227, 236, 237, 87 N. E. 443, 22 L. R. A. (N. S.) 420; Commonwealth v. Essex Co., 13 Gray (Mass.) 239, 253, per Shaw, Ch. J.; Detroit v. De

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