employees of corporations. Thus it may regulate the contracts, by requiring the semimonthly payment of wages, and it has been held. that such a statute does not substantially impair the object and purpose of incorporation, does not deny the equal protection of the law, is not unreasonable and is not invalid as restricting the right to contract.72 Similar statutes, limited to certain kinds of corporations, have also been sustained as a valid exercise of the power of amendment or repeal, in other states.73 Statutes requiring corporations, or certain kinds of corporations, to pay servants or employees discharged by them, whether with or without cause, the wages earned at the time of such discharge, without abatement or deduction, and imposing penalties for nonpayment, have also been held a valid exercise of the power to amend or repeal.74 State Mut. Life Assur. Co., 4 Gray (Mass.) 227. 72 Arkansas Stave Co. v. State, 94 Ark. 27, 27 L. R. A. (N. S.) 255, 140 Am. St. Rep. 103, 125 S. W. 1001. 73 Labor Law, §§ 10, 11, 12 (Consol. Laws, c. 31, §§ 10, 11, 12), requiring corporations and individuals to pay wages in cash, and requiring steam surface railroads to pay wages semimonthly, by the last clause, operated to repeal all charters of such railroads which provided for a different time of payment for employees and as an addition or amendment to all charters in which no time of payment was prescribed. New York Cent. & H. River R. Co. v. Williams, 199 N. Y. 108, 35 L. R. A. (N. S.) 549, 139 Am. St. Rep. 850, 92 N. E. 404. Such statute is a valid exercise of the power reserved to the legislature to amend charters of corporations such as steam surface railroads, and is not unconstitutional. New York Cent. & H. River R. Co. v. Williams, 64 N. Y. Misc. 15, 118 N. Y. Supp. 785. A classification of corporations with reference to their relations to the public is reasonable. New York Cent. & H. River R. Co. v. Williams, 199 N. Y. 108, 35 L. R. A. (N. S.) 549, 139 Am. St. Rep. 850, 92 N. E. 404. Act of Dec. 10, 1906 (Acts 1906, No. 117), requiring the weekly payment of wages by certain corporations, does not deny the equal protection of the laws although it does not apply to all corporations. Such statute does not deprive a corporation of liberty or property, in violation of the Fourteenth Amendment to the Constitution. While the act restricts the right to contract with employees for a longer period of payment, it is within the scope of the reserved power to amend charters, is promotive of the public good, and cannot be said to impair the obligations of contracts, as the corporators must be said to have assented in advance to such changes. Lawrence v. Rutland R. Co., 80 Vt. 370, 15 L. R. A. (N. S.) 350, 13 Ann. Cas. 475, 67 Atl. 1091. 74 An act providing that railroad or construction companies shall pay their employees when discharged, with or without cause, and imposing penalties for the refusal or failure to pay such wages, does not destroy or sensibly encroach upon the right to contract, is purely prospective in its operation and does not interfere with vested rights or existing contracts, and is not invalid as denying the equal protection of the law, since such amendment rests on reasons deduced from the peculiar character of the Fellow-servant statutes making employers liable in damage for injuries or death sustained by employees through the negligence of fellow-servants have been held reasonable and constitutional amendments to charters of corporations.75 Also a similar statute applicable to railway corporations has been held constitutional.76 § 4334. Railroad companies. In the case of corporations such as railroad companies which are clothed to some extent with a public trust and are under an obligation to discharge duties which affect the community at large, the legislature may make amendments in furtherance of the public interest for the benefit of their employees even though such amendments operate as limitations upon the exercise of the right to contract.77 Thus, as has been noted, the time of payment of wages may be regulated.78 In addition, the power reserved may be exercised in the interest of the public,79 by imposing liability for negligence where property is damaged through the agency of locomotive engines,80 and the com business of the corporations affected, and the public nature of their functions, and applies to all alike. St. Louis, I. M. & St. P. R. Co. v. Paul, 173 U. S. 404, 43 L. Ed. 746; St. Louis, I. M. & S. Ry. Co. v. Paul, 64 Ark. 83, 37 L. R. A. 504, 62 Am. St. Rep. 154, 40 S. W. 705; Leep v. St. Louis, I. M. & S. Ry. Co., 58 Ark. 407, 23 L. R. A. 264, 41 Am. St. Rep. 109, 25 S. W. 75. Civ. Code 1912, § 3812, imposing a penalty where corporations fail to pay discharged laborers such wages as are due, is a valid exercise of the power to amend, alter or repeal charters of corporations, which power is expressly reserved by Const. 1868, art. XII, § 1, and Const. 1895, art. IX, § 2. Wynne v. Seaboard Air Line Ry., 96 S. C. 1, Ann. Cas. 1916 B 133, 79 S. E. 521. 75 Ozan Lumber Co. v. Biddie, 87 Ark. 587, 113 S. W. 796, holding that Ark. Acts 1907, p. 162, making employers liable in damages for injuries or death sustained by an employee through the negligence of a fellowservant, is not unconstitutional as granting special privileges or as violating the due process of law clause. 76 Lewis v. Northern Pac. R. Co., 36 Mont. 207, 92 Pac. 469, holding that Montana Laws 1903, p. 156, c. 83, rendering railway corporations liable for damages sustained by employees when caused by the negligence of certain other employees, is a valid exercise of the legislative power under Const. art. XV, §§ 2, 3, as to the amendment of charters, and does not deny the equal protection of the laws. 77 New York Cent. & H. River R. Co. v. Williams, 199 N. Y. 108, 35 L. R. A. (N. S.) 549, 139 Am. St. Rep. 850, 92 N. E. 404. 78 See § 4333, supra. 79 A railroad charter is taken and held subject to the power of the state to regulate and control the grant in the interest of the public. State v. Missouri Pac. R. Co., 76 Kan. 467, 92 Pac. 606. 80 Act of March 3, 1911 (L. 1911, p. 186; Burns' Ann. St. 1914, §§ 5525a, 5526b), imposing a liability in the absence of negligence on the part of the railroads for injury and damages to pany may be required to establish stations at other places than were contemplated by its charter, to change the grade of its road, to construct and maintain bridges, gates, or other safeguards at highway crossings, to fence its tracks, or to construct and maintain cattle guards, etc.81 The service supplied by railroads may be regulated, and it has been held that an order to maintain motor car passenger service on a line did not operate to impair the obligations of the railroad's contract.8 82 It has also been held that the charter of a railroad company may be altered so as to allow a city authorized to subscribe for shares of its stock to appoint a certain number of the directors,83 But if it appears that a statute is not a regulation for the public welfare, its validity may be questioned. Thus a regulation requiring certain public officials to be carried free by railroads has been held invalid as depriving the corporations of their property.84 the property of others communicated Under alter the special charter of a railroad company, the legislature may render it subject to the general law regulating the liability of railroad companies for stock killed. Jeffersonville R. Co. V. Gabbert, 25 Ind. 431. It has even been held that a railroad company authorized to construct and maintain a road to or through a certain city may, for the convenience of the public, be required to join with other railroad companies in establishstation in the city, and to change its tracks accordingly. Wor ing a cester v. Norwich & W. R. Co., 109 Mass. 103. Also, without any reservation of power to alter or amend, such regulations may be made in the exercise of the police power of the state. See § 4360 et seq., infra 82 Where the charter of a railroad is held subject to the power to repeal, alter or amend, it cannot be held that an order of a board of railroad commissioners requiring the railroad to maintain motor car passenger service on a line, and the construction of a court sustaining such order, operated to impair the obligations of the contract between the state and the railway company, since to do so was to assert that an irrepealable contract right arose from a contract which was repealable. Missouri Pac. Ry. Co. v. Kansas, 216 U. S. 262, 54 L. Ed. 472. 83 New Haven & D. R. Co. v. Chapman, 38 Conn. 56. 84 Where a statute (P. L. 1903, p. 666, § 40), providing that certain public officials should be carried free by railroads when discharging public duties, was amended to include various officials, including "members of The legislature may amend the charter of a railroad company by extending the time limited for the construction of its road,85 or by authorizing it to unite with another railroad company.86 It has been held that a reservation of power to repeal, alter or amend the charter of a railroad company gives the legislature power to authorize it to extend its road beyond the terminus fixed by its charter, since this is merely a grant of additional powers of the same character as the powers originally granted, and does not change the character of the corporation or its objects, and that change, therefore, does not release a dissenting subscriber from liability on his subscription.87 The soundness of this view, however, may well be doubted, and there are well-considered cases in which it has been held that an amendment of the charter of a railroad company, which authorizes it to materially extend its road beyond the terminus fixed in its charter, or to adopt a materially different route than was contemplated by its charter, is a grant of authority to engage in an enterprise different from that authorized by its charter and is a substantial change in the objects of the corporation, and therefore not within a reservation of the power to amend.88 The fact that an act creating a railroad corporation is amended so as to relieve the corporation from the necessity of performing a cer the State Water Supply Commission' (P. L. 1911, p. 185), and the Board of Public Utilities Commissioners sought to enforce such statute by an order requiring the officials named to be allowed to travel free, such order was erroneous and without legal justification, since it operated to take the property of the railroad corporations and give it to public officials, and since it was not a regulation for the public welfare of the rights and duties with which the corporations had been invested. Delaware, L. & W. R. Co. v. Board of Public Utilities Com'rs, 85 N. J. L. 28, 88 Atl. 849. 85 Taggart v. Western Maryland R. Co., 24 Md. 563, 89 Am. Dec. 760; Agricultural Branch R. Co. v. Winchester, 13 Allen (Mass.) 29 86 Durfee v. Old Colony & F. River R. Co., 5 Allen (Mass.) 230. 87 Buffalo & N. Y. City R. Co. v. Dudley, 14 N. Y. 336. And see Durfee v. Old Colony & F. River R. Co., 5 Allen (Mass.) 230. 88 Zabriskie v. Hackensack & N. Y. R. Co., 18 N. J. Eq. 178, 90 Am. Dec. 617. In a Georgia case it was held that when the state has reserved the power by a general provision to change, modify or destroy any corporation at will, and has subsequently granted a charter to a railroad company giving it the power to build its road where it may deem proper, the state may so amend the charter, after the company has located, but before it has constructed its road, as to confine it to a specified route, on certain conditions as to the construction of the road through a certain county. Macon & B. R. Co. v. Gibson, 85 Ga. 1, 21 Am. St. Rep. 135, 11 S. E. 442. tain portion of its purposes, the amendatory act also creating a new corporation to perform such portion, does not annul the old corporation and create two new corporations.89 § 4335. Rates and charges of railroads and other quasi public corporations. If the legislature has reserved the power to alter, amend or repeal the charter of a railroad company or other corporation engaged in a public employment, it may regulate and limit the rates which they may charge for the carriage of passengers and goods and the like public services, provided the limitation is reasonable under all the circumstances; and it can make no difference that the charter of the corporation allows it to fix its own rates.90 This ap 89 Terre Haute & I. R. Co. v. State, 159 Ind. 438, 65 N. E. 401. 90 United States. Shields v. Ohio, 95 U. S. 319, 24 L. Ed. 357. Maryland. State v. Consolidation Coal Co., 46 Md. 1. Massachusetts. Parker v. Metropolitan R. Co., 109 Mass. 506. Michigan. Smith v. Lake Shore & M. S. Ry. Co., 114 Mich. 460, 72 N. W. 328, rev'd 173 U. S. 684, 43 L. Ed. 858. New York. Beardsley v. New York, L. E. & W. R. Co., 17 Mise. 256, 40 N. Y. Supp. 1077, aff'd 15 App. Div. 251, 44 N. Y. Supp. 175. The legislature has the authority to regulate, control and fix the rate of fare upon railroads, by the power of amendment of its statutes (Const. art. VIII, §1), and by § 101 of the Railroad Law. People v. Public Service Commission, 143 N. Y. App. Div. 769, 128 N. Y. Supp. 384. Under New York Const. art. VIII, $1, as to the creation of corporations and providing that laws passed pursuant to such section may be altered repealed, and under Gen. Laws, c. c. 565), as amended by or 30 (L. 1890, Laws 1892, c. 676 and L. 1897, c. 688, re-enacted by Consol. L. c. 49; L. 1910, c. 431, whereby the legislature reserves the right to regulate fares of railroads, and under the Public Serv ice Commissions Law (Consol. L. c. 48; L. 1910, c. 480), as to rates or fares, the legislature retains such complete power over the fares to be charged by public service corporations (short of actual confiscation), that an act reducing the fares to be charged by a railroad corporation is valid, even though the original rate was fixed by law before the road was built. People v. Public Service Commission, First Dist., 153 N. Y. App. Div. 129, 138 N. Y. Supp. 434. Under Kentucky Bill of Rights, § 3, providing that every franchise, privilege or exemption shall remain subject to alteration, revocation or amendment, and under Const. § 190, providing that corporations shall not have the benefit of future legislation unless an acceptance of the Constitution is filed, where a railroad filed an acceptance of the Constitution and of Ky. St. c. 32, including § 573 (Russell's St. § 2160), whereby charter provisions inconsistent with the legislation were repealed, the railroad's rate-making power was repealed by L. 1900, c. 2 (Ky. St. c. 32, § 820a, Russell's St., 1909, pp. 1303, 1304), whereby the State Railroad Commission was authorized to fix rates. Louisville & N. R. Co. v. Siler, 186 Fed. 176. |