plies to a street railroad 91 or water company.92 The power is one which is frequently, and it may be usually, included in the police power of the various states, so that it exists even when there has been no such reservation, provided the charter does not fix the rates or allow the corporation to fix them.93 In some states, the reserved power of alteration or amendment must be exercised in such a manner that no injustice shall be done. Accordingly if a statute is passed prescribing rates to be charged, the question of its validity must be determined by considering the various elements so that the corporation and its members will be allowed a fair profit and so that the public, as well as the private, interests involved will be dealt with equitably.94 While there is a presump 91 Where the language of a charter of a street railway company might be construed to constitute a contract as to fares to be charged, such charter was subject to the expressly reserved power to alter, amend or repeal. District of Columbia v. Capital Traction Co., 41 App. Cas. (D. C.) 115. Charter right to fix fares is subject to limitation that property and rights acquired upon the faith of the charter be not taken away. Com. v. Boston & N. St. R. Co., 212 Mass. 82, 98 N. E. 1075. 92 Spring Valley Water Works Co. v. Schottler, 110 U. S. 347, 28 L. Ed. 173. An act empowering cities to fix reasonable water rates for supply of water furnished by any corporation is not unconstitutional as impairing the obligation of the contract between a city and a water company involved in an ordinance by which the city has granted the company a franchise and fixed the rates to be charged, where the corporation was organized under a general law reserving to the legislature the right to regulate the rates at which water shall be furnished to the public. Freeport Water Co. v. Freeport, 186 Ill. 179, 57 N. E. 862, aff'd 180 U. S. 587, 45 L. Ed. 679; Danville v. Danville Water Co., 180 Ill. 235, 54 N. E. 224, 178 Ill. 299, 69 Am. St. Rep. 304, 53 N. E. 118. 93 See § 4308, supra. See also § 4464 et seq., infra. In Michigan, where the charter of a railroad company, which allowed it to fix its rates, reserved the power to alter, amend or repeal the same, provided the corporation should be compensated for all damages sustained, it was held that a statute reducing the rate per mile to be charged for a thousand-mile ticket, which did not purport to amend the charter, and made no provision for compensating the company for the loss, was not an exercise of the power reserved by the charter. Pingree v. Michigan Cent. R. Co., 118 Mich. 314, 53 L. R. A. 274, 76 N. W. 635. 94 Pennsylvania R. Co. v. Philadelphia County, 220 Pa. 100, 15 L. R. A. (N. S.) 108, 68 Atl. 676, holding that in determining the validity of a statute regulating passenger rates, the question of what is a fair profit is to be determined by considering the original investment, risks assumed at that time, returns as compared with other similar enterprises, cost of maintenance and improvement, prospects of increase and the present value in view of such elements, and injustice is done by anything that fails to consider these and to deal equitably with the private and public interests involved. tion in favor of the validity of such a statute, it is no more than the ordinary presumption in favor of the constitutionality of statutes.9 95 § 4336. Schools and colleges. If the charter of Dartmouth College had reserved the power to alter or amend the same, there can be no doubt that the amendatory acts of the legislature of New Hampshire would have been upheld in so far as they increased the number of trustees and provided for the appointment of the additional trustees by the executive of the state.9 96 Since that decision it has been expressly held that, under such a reservation of power, the legislature may increase the number of trustees of a college in which the state is interested, and require that a majority of them shall consist of officers of the state.97 Also, an amendment, which does not destroy the power of a college to furnish education to all persons, but which simply separates them by time or place of instruction cannot be said to defeat or substantially impair the object of the grant.98 Thus a statute making it unlawful to maintain or operate a school where persons of white and negro races are both received as pupils is within the state's power.99 But a statute prohibiting corporations from controlling, operating or maintaining any industrial school, college or institute unless the consent of the majority of the voters residing in the voting district where such school is to be established is obtained, cannot be upheld as an amendment to the charters of corporations organized to maintain. such school.1 § 4337. Sleeping car companies. A statute prohibiting sleeping car companies from letting down upper berths until engaged or occupied cannot be sustained as a valid exercise of the state's power to alter the charters of such companies, since such act operates to deprive them of their property without due process.2 § 4338. Street railroads. Street railroads are subject to regulation in the same manner as other railroads, and, as has already been 95 Pennsylvania R. Co. v. Philadelphia County, 220 Pa. 100, 15 L. R. A. (N. S.) 108, 68 Atl. 676. 96 See 88 4290, 4293, supra. 97 Jackson v. Walsh, 75 Md. 304, 23 Atl. 778. Compare, however, Sage v. Dillard, 15 B. Mon. (Ky.) 340. 98 Berea College v. Kentucky, 211 U.S. 45, 53 L. Ed. 81. 99 Berea College v. Kentucky, 211 U. S. 45, 53 L. Ed. 81. 1 Columbia Trust Co. v. Lincoln Institute of Kentucky, 138 Ky. 804, 29 L. R. A. (N. S.) 53, 129 S. W. 113. 2 Chicago, M. & St. P. R. Co. v. State of Wisconsin, 238 U. S. 491, 59 L. Ed. 1423, L. R. A. 1916 A 1133. noted, the rates for the carriage of passengers by such companies may be controlled.3 Also when the charter of a street railway company contains a provision requiring it to keep the space between its tracks and on each side in good and sufficient repair, and such charter is amended by imposing the duty of repairing and paving, the change and increase of burden does not come within the limitations of the reserved power to amend, has a proper relation to the objects of the grant to the company and the public rights of the state and cannot be said to be exercised in mere oppression and wrong.4 The question of whether certain provisions of a charter of a street railway company are repealed sometimes involves a construction of the particular statutes, depending upon the terms used.5 § 4339. Taxation. A reservation of power to alter, amend or repeal the charter of a corporation includes the power to increase a tax imposed upon the corporation by its charter, or to withdraw a grant of exemption from taxation.6 § 4340. Extension of corporate charters. The power to extend corporate charters and the manner and effect of exercising it have been considered at length in a preceding chapter in which is discussed also the revival of charters." V. MODE OF AMENDING CHARTERS § 4341. By legislative enactments. As is seen hereafter, usually statutes are enacted authorizing members or stockholders to amend 3 See § 4335, supra. 4 Fair Haven & W. R. Co. v. New Haven, 203 U. S. 379, 51 L. Ed. 237. 5 A provision in a special charter of a street railway, requiring its road to be laid out "in like manner as highways are laid out," held not repealed by Laws 1895, p. 367, c. 27, whereby charters theretofore granted were altered and amended so far as inconsistent therewith. Lenoix V. Dover, S. & R. St. R. Co., 72 N. H. 58, 54 Atl. 1022. 6 Union Passenger Ry. Co. v. Philadelphia, 101 U. S. 528, 25 L. Ed. 912; Tomlinson v. Jessup, 15 Wall. (U. S.) 454, 21 L. Ed. 204. See generally the chapter on Taxation, infra. Where a state possesses the reserved power to alter or repeal charters (Const. 1879, art. XII, §1), it may, for the purpose of increasing its revenue, prescribe as one of such conditions the annual payment of any amount it sees fit. Kaiser Land & Fruit Co. v. Curry, 155 Cal. 638, 103 Pac. 341. Legislative power to amend includes the right to repeal a provision exempting the corporate property from taxation. People v. Gass, 190 N. Y. 323, 123 Am. St. Rep. 549, 13 Ann. Cas. 678, 83 N. E. 64. 7 See 88 408-415, supra. See also §§ 234, 237, supra. the corporate charter or articles of incorporation of their own volition, though in some states the courts are authorized to effect such changes. Another method of amending the corporate charter is by legislative enactments, it being held that the amendment or repeal of general laws forming part of a corporate charter operates as an amendment or repeal of such charter.10 Furthermore, a special charter may be amended by a general act which does not refer specifically to the charter.11 And even though the language of a statute does not in terms amend a charter, yet, where such appears to have been the legislative intent, the statute will be regarded as an amendment.12 Furthermore, a misnomer of a corporation in a statute amending its charter does not render the statute inapplicable to it, if it clearly appears that it is the corporation intended by the act,13 and a reference to powers which the corporation intended by the amendment to acquire, instead of an enumeration of such powers, may constitute a mere irregularity and not affect the validity of such amendment.14 The placing of the establishment and maintenance of a state fair under the management and control of an existing corporation has been held not to constitute an amendment of the charter of a corporation by a special act.15 § 4342. By courts. It has been held that the amendment of a corporate charter by a court of equity is a legislative act, and non States Leather Co., 73 N. J. Eq. 72, 67 11 New York Cent. & H. River R. 12 Geiger-Jones Co. v. Turner, 230 Fed. 233; People v. Public Service Commission, 143 N. Y. App. Div. 769, 128 N. Y. Supp. 384. 13 Cotton v. Mississippi & R. River Boom Co., 22 Minn. 372; Attorney General v. Chicago & N. W. Ry. Co., 35 Wis. 425. 14 Deitch v. Staub, 115 Fed. 309. 15 Kentucky Live Stock Breeders' Ass'n v. Hager, 27 Ky. L. Rep. 518, 85 S. W. 738. See, further, as to what jisdictional, because outside the judicial field.16 This was a decision of a court in a state where the legislature had provided a method of amending such charters, and it was held that such method was exclusive.17 In other states statutes have been enacted whereby charters of corporations may be amended by proper proceedings before certain courts.18 An application to alter or amend must be made. by the corporation in its corporate capacity,19 and a change of name may be effected in this manner.20 But an application for a change. of name will be denied when it appears that the effect is to change the original purpose for which the charter was granted.21 A provision of an original charter that intoxicating liquors shall not be sold, furnished or distributed on the premises of an association will not be stricken subsequently on the petition of members who represent that they compose a majority of the members of the corporation.22 § 4343. By corporations or their members. In most states, the general laws authorizing the formation of corporations for various purposes also contain provisions under which the articles of associa constitutes an amendment to a corporate charter by special law, Georgia Empire Mut. Ins. Co. v. Wright, 118 Ga. 796, 45 S. E. 606. And see § 234, supra. 16 Casper v. Kalt-Zimmers Mfg. Co., 159 Wis. 517, 150 N. W. 1101, 149 N. W. 754. 17 Casper v. Kalt-Zimmers Mfg. Co., 159 Wis. 517, 150 N. W. 1101, 149 N. W. 754. 18 In re Liberty Bell Lodge, No. 42, 231 Pa. 112, 80 Atl. 532. See In re Evangelical Lutheran Church of St. Peter, 6 Pa. Dist. Ct. 412. The law of Georgia permits amendments to charters of corporations by proper proceedings before the superior court. Ga. Civ. Code 1895, § 2350; Acts 1897, p. 28; Thomas & Barton Co. v. Thomas, 165 Fed. 29. 19 In re Liberty Bell Lodge, No. 42, 231 Pa. 112, 80 Atl. 532. 20 Since the passage of the Act of May 2, 1899, P. L. 160, the change of name of a corporation of the first class is to be treated as an amend ment to the charter and the proceed- 21 In re Liberty Bell Lodge, No. 42, 22 In re Moose Home Ass'n Charter, 235 Pa. 404, 84 Atl. 402. |