there is a great variety and conflict of reasoning and results. The question of public use is not affected by the character of the agency employed. The query is what are the objects or results to be accomplished, not who are the instruments or agencies selected by the sovereign for attaining this. Neither is the question of public use affected or determined by the fact that the use or the benefit is local or limited, nor is it determined by the necessity or the lack of necessity for the condemnation; neither is it established by the frequency or the infrequency of the use.

"There are two theories in respect to the proper and legal meaning of the words 'public use' as used in constitutions or legislative enactments. The first might be termed the theory of strict construction, and it maintains the principle that for a public use to exist there must be a literal use or right of use on the part of the public generally, or limited portion of it, without the payment of compensation for the exercise of this use or right of use.

"The second theory is based upon a liberal interpretation of the words 'public use' and holds that the words are equivalent to public benefit, utility or advantage, and are not limited by the actual use by the public of the property taken or some limited portion of it. The modern construction of the words seems to be in favor of the second or liberal interpretation and of an equivalent meaning of use by the public."' 23

Construction of Right to Exercise. Through the exercise of the power of eminent domain by the State or any of its delegated agencies, the private property of an individual is arbitrarily and forcibly taken to supply the demands of some great and urgent public need. It is axiomatic to state that under these circumstances the authority to exercise the power must be strictly followed. The condition precedent to the valid exercise of the power as prescribed by the action of the legislative body must be strictly construed, the authority must be expressly given and the manner of its exercise, as provided by law, strictly followed. All statu23 Abbott, Public Corporations, § 435.

tory requirements are considered essential. The fact that they are prescribed by law in connection with an exercise of the power stamps them with this character and not their relative importance. It is not for the courts to say that because a statutory provision is apparently unimportant or relates to a matter of detail that it is not essential.

Notice to Property Owner. So far as the owner of property to be condemned is affected, his only concern is the just compensation to which he is entitled, and it is fundamental in connection with property interests that a person cannot be legally or justly deprived of them without notice to him of the action leading to this result. It is, therefore, a jurisdictional condition that the owner whose property is sought to be taken must be apprised in some way of the pendency of the proceedings through which this end is sought to be attained. It is a prerogative for a law-making body to determine the character and extent of the notice necessary, but the legality of its action will be measured in this respect by that constitutional provision which prohibits the taking of property without due process of law. A New York case decided that "due process of law requires that a person shall have reasonable notice and a reasonable opportunity to be heard before an impartial tribunal before any binding decree can be passed affecting his right to liberty or property." Notice is universally regarded as one of the essentials of due process of law. It need not be, however, in all cases actual, and in fact in many instances where the power is exercised by public corporations for the purpose of establishing highways, and streets, constructive notice alone is given and is regarded by the courts as sufficient. Statutory requirements as to the manner in which notice must be served upon the property owner must be strictly followed, and it has been held that the absence of a requirement calling for the service. of notice does not relieve one exercising the power of eminent domain from giving notice. Many cases hold that independent of statutory provisions, the fundamental provision obtains that private property can not be taken with

out due process of law, and this included, as stated above, as one of its prime essentials, the giving of notice.

§ 69. Miscellaneous Powers. A corporation has no implied power to become a surety or guarantor for the debts, defaults, or acts of another. These powers must be expressly conferred by the charter. Corporations have no implied power to enter into a partnership with individuals or other corporations, or into agreements which substantially create the relation of a partnership. This rule is especially applicable where the business, or a part of it, to be carried on by the partnership is ultra vires in respect to the corporation entering into such a relation.

Corporations have the full power, when acting in furtherance of their proper corporate objects, to the same extent as natural persons to act as an agent or attorney, and to employ others in the management and conduct of their business. They also have the full power to bring all neces sary actions and proceedings for the enforcement of their rights or the protection of their property, and the possession of this power to sue necessarily implies the lesser one of compromising and adjusting differences which may arise in connection with the conduct of their corporate business.

§ 70. Power to Acquire Stock in Other Corporations. This power, necessarily, must be expressly conferred. Corporations have no legal right to purchase and hold the stock of other corporations, for otherwise it would be possible for them to substantially engage in a business not authorized by their charter. This condition might subject the stockholders to risks not intended to be assumed by them, and the State, further, might be deprived of its right to control and to regulate the integral business of the corporation. In many cases, the right is directly conferred in the charter, but even where the power is expressly conferred it is limited to the acquisition of capital stock in corporations organized for the same general purposes and objects as the holding company.

§ 71. Power in Respect to Consolidation. This power is also one which must be expressly conferred by the charter

of a corporation used in its broad sense. No implied power exists in a corporation to consolidate with others, even with those organized for the same general purposes. Public policy is the basis of this principle. If consolidations were permitted without restraint, especially by corporations of a quasi-public nature, the healthful competition necessary to the best welfare of the community might be seriously impaired or entirely destroyed. In many States, statutes have been passed prohibiting the acquirement or the consolidation, under any circumstances, of parallel and competing lines of railway.

Methods and Meaning of Consolidation. By consolidation is understood a merging or amalgamation of two or more corporations into one corporate body whereby their powers, properties, and privileges, together with their liabilities and obligations, pass to and devolve upon a new juridical person. The resulting extent of the powers to be exercised and the liabilities to be assumed by the new corporation will depend, necessarily, upon the terms of the legislative consent authorizing the consolidation.

Several methods of consolidation are adopted, one of which may result in the merging of two or more corporations, one remaining in existence and taking to itself all of the rights, properties, franchises, and duties of the others, which are dissolved; the merging of two or more corporations into a new one, the consolidation resulting in the dissolution of the old corporations and the new one acquiring the right to possess, enjoy, and assume all of the rights, duties, properties, and liabilities of the companies dissolved; or the combination of several companies, all of which remain in existence, but which are controlled by one set of managing officers or directors. A private corporation is a purely voluntary corporation, and it is without the power of the State to force a group of persons to organize and exercise or possess corporate capacities. Equally so a consolidation in any of its forms cannot be forced upon independent and separate corporations. The act is a purely voluntary one on their part under the grant of legis

lative authority to each of the constituent companies. At common-law, corporations have no implied power to consolidate or to form partnerships, and the rule obtains in this country that the corporation can only exercise those powers authorized by its charter. The consent of the State must be expressly conferred, and the absence of prohibition will not be construed as an implied consent on its part.

Consent of the Stockholder. The charter of the corporation is a contract, not only between the State and the corporation, but also between its members, and this original contract cannot be altered without their consent. The rule, therefore, necessarily follows that unless consolidation statutes provide for the consent of a stated majority to the consolidation, the consent of every stockholder is necessary. Where a corporation is organized under the general laws which permit its consolidation, the implied consent of the stockholders is presumed, as the power to consolidate constitutes a part of the contract between the stockholders; and a stockholder may be also estopped to contest a consolidation by his own acts, or his rights in this respect may be lost by his laches.

The property rights of stockholders, however, are not affected by the legality of the consolidation, as they cannot be forced into a consolidated company against their consent. If a majority, or a required statutory proportion, determine upon consolidation, the rule generally obtains that a dissenting stockholder cannot prevent action of this character by the corporation. He cannot be, however, deprived of his property or rights in the corporation, and provision is usually made securing these to the stockholders who refuse to come in.

Rights of Creditors on Consolidation. The liabilities of the constituent companies usually are assumed by the consolidated company; or, in some cases, where the constituent companies are not dissolved, their liabilities can be enforced only against them or against their property taken over by the new and consolidated corporation. Generally, when corporations are consolidated, the new company takes