tion to the powers of the legislative department that can exist must be found either in the constitution of the United States or of this state, or in the natural and inherent rights of the citizens, which they can not part with or be deprived of by the society to which they belong.

Vested rights are indefinite terms, and of extensive signification, not unfrequently resorted to when no better argument exists, in cases neither within the reason nor spirit of the principle. Rights in one sense vested, that is, vested as it regards every other body or power except the government, are numerous, and the subject of common regulation and even abrogation. All general and local laws, restraining the free action of the citizen as to person or property, the imposition of burthens and of duties, partake more or less of this character, and may be referred to in illustration of the remark. Government was instituted for the purpose of modifying and regulating these rights with a view to the general good, and under the constitution the mode by which it was thought this great object might best be attained was left to the wisdom and direction of the people themselves, acting through the medium of their representatives. We may concede to the defendant that if any rights vested under the national or state constitutions, or others inherent and inalienable, and, therefore, also vested, have been violated by any provision of the revised statutes, such provision is inoperative and void. But if such rights have not been violated, we do not perceive how its penalties can be eluded. Now the defendant's rights are in no way improperly interfered with by the revised statutes, except so far as there may be an infraction of the corporate privileges of the village, because it will not be pretended that the right to sell spirituous liquors falls within the most extended class of vested rights. Nor can it be claimed that the right of any corporator, in his individual capacity, has been at all touched by this statute. It acts solely and exclusively upon the powers and privileges previously conferred upon the whole or aggregate body of citizens by.the village charter. It is this power, thus previously granted to the corporation, which the revised statutes intended to modify, not the private rights of an individual member of it.

What was the power thus conferred by the village charter? We answer that it was wholly political. Instead of prescribing at their discretion every duty to be performed, and forbidding every act to be avoided, in a word, directing the whole system of government to be observed and executed, the legislature have merely defined the outlines and leading principles, and conferred upon the inhabitants, within the bounds of the corporation, the power at discretion to fill up and carry them into operation. Strictly speaking, individual rights or private interests are no more involved in the arrangement than they are in the general laws passed with reference to the government of a town, a county or the state. Their rights, as citizens of the government, subject to its control, and to be so regulated and directed as to harmonize with the general good, are those and those only, within the contemplation of the charter.

[The constitution, article 7, section 9, provided: "The assent of two-thirds of the members elected to each branch of the legislature shall be requisite to every bill, etc., creating, continuing, altering, or renewing any body politic or corporate."]

We are of the opinion the constitutional provision does not apply to public corporations. That the village of Ogdensburgh is "a body politic and corporate," is not denied. The charter falls within the definition of Lord Coke and of other approved authors. "A body politic," he says, "is a body to take in succession, framed as to its capacity by policy, and therefore is called by Littleton (section 413) a body politic; and it is called a corporation or body corporate because the persons are made into a body, and are of capacity to take, grant, etc., by a particular name." Viner's Abr. Corp. (a2). A public corporation is also defined to be, "an investing the people of the place with the local government thereof." This latter description is the most appropriate, and is justified by the history of these institutions, and the nature of the powers with which they were and are invested. * * *

The fact conceded that they are "bodies politic and corporate," is not, by fair reasoning, necessarily conclusive. So are towns and counties, for they come within one or other of the above or most approved definitions. They possess every requisite to constitute them. corporations, besides being declared to be so by statute, as are also superintendents of the poor and trustees of school districts. I R. S. 337, 42 id. 364, 486, 617, 498. Each town, as a body corporate, has capacity to sue and be sued; to purchase and hold real estate; to make such contracts and hold such personal property as may be necessary to its corporate and administrative powers; and to make such order for the disposition, regulation and use of its public property as may be conducive to the interests of the inhabitants. Large powers are also conferred, as has already appeared, in respect to their municipal and domestic regulations. So in respect to superintendents of the poor. It is expressly declared (1 R. S. 617, § 16) "they shall be a corporation by the name of the superintendents of the poor of the county for which they shall be appointed, and shall possess the usual powers of a corporation for public purposes." Large powers are conferred upon them also to enable them to execute their trust, and especially for the "good order and government of the place and poorhouses belonging to the county, for the employment, relief, management and government of the persons placed under their care." The trustees elected in a town having lands belonging to it for the support of the gospel, or of schools, or both, "shall be a corporation for the purposes of their office, by the name of the 'Trustees of the Gospel and School Lot,' in the town in which they are elected. They shall have power, "besides the ordinary powers of a corporation," to manage these lots, as particularly set forth in the statute. 1 R. S. 497, 8. Other cases might be referred to. That they come within the letter of the provision is not enough, unless the different bodies above

The subsequent case of Purdy v. People, 4 Hill (N. Y.) 384, held that this constitutional provision applied to public as well as private corporations.

alluded to are also included, which probably will not be pretended; for, if so, most of the legislation of the state must be in conformity to this provision of the constitution.

Are they within the evil this provision was designed to remedy? No one, I think, acquainted with the history of the times, or with the introduction of this clause into the constitution, will venture upon this ground. It may be fortunate for truth, and what is deemed a sound exposition of this provision, that all who may desire to examine it can recur to his own recollection and challenge that of others upon this point. We think we hazard nothing in asserting that the multiplication of cities or villages by the legislature has at no time been a subject of complaint. Only four of the former existed in the state at the adoption of the constitution. The latter, which were somewhat numerous, have always been viewed by the people of the state as a matter in which the inhabitants of the village were exclusively interested, and to be left to their option. But private incorporations had multiplied to an extent that had attracted public attention, especially banking institutions. These had been sought for with zeal, and their enactment attended with circumstances that awakened public suspicion and alarm. So extreme had the evil become at one period of our history, that the chief magistrate of the state felt it his duty to exercise the power then existing in the constitution, of proroguing the legislature, and was triumphantly sustained by the people in the execution of this high and delicate trust. The fact affords strong evidence of the deep impression made upon the public mind as to these and similar private corporations, and of the scope and purpose of the clause on this subject. If we resort to the history of its introduction into the new constitution, the above view will be confirmed. Mr. King, chairman of the committee of the legislative department, reported the section; and when it came under consideration, said that the committee had looked upon the multiplication of corporations as an evil; they had been. created for a great variety of purposes; they were exceptions to the common law; they could not be proceeded against in the ordinary way of prosecutions against individuals in courts of justice; they ought not to be increased, but should be diminished as far as could be done consistently with the preservation of vested rights. It is obvious, though the language used in the clause in question is general, that the honorable chairman had in his mind (and he, spoke for the committee) the case of private corporations; that the great inducement to the adoption of the clause was a check upon them; and that the organization of communities, and the investing them with the privileges of mere municipal jurisdiction and authority, were not at all in contemplation.

The distinction between public and private corporations is strongly marked, and, as to all essential purposes, they correspond only in name. We speak of the erection of a town or a county, and the term would be just as appropriate when applied to cities or villages. They are severally political institutions, erected to be employed in the

internal government of the state. There is no contract between the government and governed, for but one party is concerned-the public; and the inhabitants upon whom the powers and privileges are conferred are mere trustees, who hold and exercise such powers for the public good. The only interest involved is the public interest, and no other is concerned in their creation, continuance, alteration or renewal. The nature and operation of these corporations repudiate the idea of vested rights, and, therefore, no evil arising out of them could have influenced the convention. We know of no vested rights of political power, in any citizen or body of citizens, except those conferred by the constitution. That is our bill of rights, and is analogous to those granted to kingdoms or minor communities, such as towns and cities, by princes and superior lords on the continent, or by the crown. of England.

Private corporations are the private property of the corporators. They are designed to regulate private interests. Large investments are made in pursuance of their authority, and the tenure by which such corporate property is held is like that of an individual to his farm or personal estate; and an invasion of such corporate power is like a violation of private right. One of the strongest reasons why these private corporations should be cautiously granted arises from the inviolability of the rights acquired under them; for notwithstanding the reserved power in the charter to modify or repeal, an interference seriously affecting this species of property is calculated to shake public confidence in the security of these corporations generally, and might and probably would be immediately disastrous to the property invested under their faith, in the particular instance in which the legislature exercised its reserved power. This wide distinction was well known to the members of the convention, and shows that the clause in the constitution may be fully satisfied by confining its operation to the case of private corporations. Nor can it be admitted that it was intended to restrict the action of the legislature, in the municipal regulations of the state, as to one place more than another, or that less latitude was to be given to such regulations in the government of the citizens residing within the bounds of cities and villages than of those residing in towns and counties. The nature and object of the power exercised and the claims of those concerned, are alike, and it is difficult to discover any solid reason for the distinction. All our public laws, civil and criminal, however important or severe their operation, enacted for the good government of the people throughout the state, are passed by majority votes; and it would be inconceivably strange if laws passed with a view to a more perfect government of a particular place (laws better adapted to the organization of society and the business and conditions of the governed residing in small districts), should depend upon a different and greatly restricted rule of action on the part of the legislature. Judgment affirmed.

Note. 1898, State v. Maryland Institute, etc., 87 Md. 643, 41 Atl. Rep. 126; 1897, United States v. Trans. Mo. Frt. Assn., 166 U. S. 290, on 320-2; 1894, Chicago, etc., R. Co. v. Wabash, St. L., etc., R., 61 Fed. Rep. 993; 1891, Downing v. Ind. St. Bd. of Ag., 129 Ind. 443, 35 Am. & Eng. C. C. 216; 1890, Wolfe v. Underwood, 91 Ala. 523, 8 So. Rep. 774; 1889, State v. District of Narragansett, 16 R. I. 424, 24 Am. & Eng. C. C. 131; 1889, Appeal of Pittsburgh, 123 Pa. St. 374, 25 Am. & Eng. C. C. 364; 1888, Turlock Irrigation Dist. v. Williams, 76 Cal. 360, 22 Am. & Eng. C. C. 198; 1888, Wambersie v. Orange Humane Soc., 84 Va. 446, 28 Am. & Eng. C. C. 83; 1885, Hockett v. State, 105 Ind. 250; 1883, Pierce v. Commonwealth, 104 Pa. St. 150; 1876, Munn v. Illinois, 94 U. S. 113; 1869, Miners' Ditch Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300; 1868, Foster v. Fowler, 60 Pa. St. 27; 1866, Commonw. v. Lowell Gas C8., 12 Allen (Mass.) 75; 1862, State of Iowa v. Wapello Co., 13 Iowa 388, on 400-403; 1850, Mills v. Williams, 11 Ire. (N. C.) Law 558; 1842, Inhabitants of Worcester v. Western R. Co., 4 Met. (Mass.) 564; 1841, Ten Eyck v. Canal Co., 18 N. J. L. 200; 1819, Dartmouth College v. Woodward, 4 Wheat. 518, infra, p. 708; 1902, Mound City Land Co. v. Miller, Mo. 60 L. R. A. 190.

Sec. 44. Same. (1) Private corporations, as to the method of acquiring or losing membership, are:

1. Stock, or

2. Non-stock.

THE STATE v. THE STANDARD LIFE ASSOCIATION.1

1882. IN THE SUPREME COURT OF OHIO. 38 Ohio State Reports 281-299.

[QUO WARRANTO: The object of this action is, to oust the defendant, a corporation organized under section 3630 of the Revised Statutes, from its franchise to do business, as an insurance company, on the co-operative or assessment plan, as authorized by said section. The ground alleged is misuser of its corporate privileges, and the exercise of rights and privileges not conferred by law. Among other things it is specified as grounds for the judgment of ouster, that this company has issued certificates of membership for the payment of stipulated sums of money for the member's benefit, instead of the benefit of his family or heirs as the law authorizes; that it has issued such certificates to very aged and infirm persons without regard to their prospects of life; that it has issued them for the benefit of cousins, sons-in-law, and other relatives who are not of the family or heirs of such member; that it has delayed the approval of proofs of death, and making the proper assessments to pay in case of death; and that it has treated others than the family or heirs as beneficiaries, making assessments against them, and looking to them and not to the member for the payment.

1 Statement of facts abridged, part of opinion omitted.