And when an amendment is beneficial to the members, assent thereto will be presumed.71 Thus, acceptance of an amended charter may be implied from the fact that the corporators have elected officers under it,72 or have made or taken a lease or conveyance of property which the amendment authorized it to make or take,73 or have brought an action which they could not have brought without the amendment.74 And where the purchase of stock in another mining company was ratified by the stockholders after due notice, such action was held sufficient to show acceptance of an amendment to the corporate charter authorizing such purchases.75 Since a corporation, though not bound to accept an amendment of its charter even when the power to amend or repeal has been reserved by the legislature, has no right to continue its operations if it does not accept, continuance of business after such an amendment is equivalent to an acceptance.76

Smith, 47 Me. 34; Lincoln & K. Bank v. Richardson, 1 Greenl. 79, 10 Am. Dec. 34.

Maryland. Jackson v. Walsh, 75 Md. 304, 23 Atl. 778; Lyons v. Orange, A. & M. R. Co., 32 Md. 18.

Massachusetts. Blandford Third School Dist. v. Gibbs, 2 Cush. 39. Minnesota. State v. Sibley, Minn. 387.

25

Ohio. Cincinnati, H. & D. R. Co. v. Cole, 29 Ohio St. 126, 23 Am. Rep. 729; Goodin v. Evans, 18 Ohio St. 150; Owen v. Purdy, 12 Ohio St. 73. Pennsylvania. Fell v. McHenry, 42 Pa. St. 41; Com. v. Cullen, 13 Pa. St. 133, 53 Am. Dec. 450.

Vermont.
Vermont Cent. R. Co., 34 Vt. 1.
Yeaton v. Bank of Old

Vermont & C. R. Co. v.

Virginia.

Dominion, 21 Gratt. 593.

Wisconsin.

Madison, W. & M.

Plank Road Co. v. Reynolds, 3 Wis.

287.

As to acceptance of charters, see

$245 et seq., supra.

Where a water company, seeking to divert certain waters, entered into an agreement with riparian owners to construct compensating-reservoir, and asked authority of the legislature to construct such reservoir, it was not

a

bound to evidence its intent to build the reservoir by vote or resolution in the nature of an acceptance of the powers conferred by the statute. Board Water Com 'rs City of Hartford v. Manchester, 89 Conn. 671, 96 Atl. 182.

Where a building and loan association amended its articles to comply with Acts 28th Gen. Assem. c. 69, and acted thereunder, there was either an implied acceptance of the statute, or the members were estopped from denying acceptance of the statute. St. John v. Iowa Business Men's Building & Loan Ass'n, 136 Iowa 448, 15 L. R. A. (N. S.) 503, 113 N. W. 863.

71 St. John v. Iowa Business Men's Building & Loan Ass'n, 136 Iowa 448, 15 L. R. A. (N. S.) 503, 113 N. W. 863.

72 Com. v. Cullen, 13 Pa. St. 133, 53 Am. Dec. 450.

73 Cincinnati, H. & D. R. Co. v. Cole, 29 Ohio St. 126, 23 Am. Rep. 729; Vermont & C. R. Co. v. Vermont Cent. R. Co., 34 Vt. 1.

74 Lincoln & K. Bank v. Richardson, 1 Greenl. (Me.) 79, 10 Am. Dec. 34.

75 Bigelow v. Calumet & H. Min. Co., 167 Fed. 704, aff'd 167 Fed. 721. 76 Miller v. American Mut. Acc.

The acts relied upon as constituting an implied acceptance, particularly where the act imposes burdens upon the corporation, must clearly appear to have been done in pursuance and recognition of the legislation. If they are entirely consistent with an intention not to accept or recognize the act as binding, an acceptance cannot be implied."

In order that acceptance of an act amending the charter of a corporation may be valid and binding upon the members of the corporation, a meeting should be held, after notice to all the members.78

VII. EFFECT OF AMENDMENT OR REPEAL

§ 4349. Repeal. The repeal of a charter, when the repeal is within the power of the legislature, dissolves the corporation, in the absence of provision to the contrary, and it cannot afterwards exercise any power under its charter; but a court of equity will protect the rights of stockholders and creditors in its property. It was said by Mr. Justice Miller in a leading case in the Supreme Court of the United States: "One obvious effect of the repeal of a statute is that it no longer exists. Its life is at an end. Whatever force the law may give to transactions into which the corporation entered and which were authorized by the charter while in force, it can originate no new transactions dependent on the power conferred by the charter. If the corporation be a bank, with power to lend money and to issue circulating notes, it can make no new loan nor issue any new notes designed to circulate as money. If the essence of the grant of the charter be to operate a railroad, and to use the streets of the city for that purpose, it can no longer so use the streets of the city, and

Ins. Co., 92 Tenn. 167, 20 L. R. A. 765, 21 S. W. 39.

77 See Mississippi & R. River Boom Co. v. Prince, 34 Minn. 79, 24 N. W. 361.

In Pingry v. Washburn, 1 Aik. (Vt.) 264, 15 Am. Dec. 676, it was held that the fact that, after an amendment of the charter of a turnpike company authorizing it to resurvey and alter its road, the company proceeded to survey the ground, but without making any record of the survey or any alteration of its road, did not show an acceptance of the amendment.

In Stuart v. James River & Kanawha Co., 24 Gratt. (Va.) 294, it was held that the execution by a corporation of a mortgage to secure money which it was authorized to borrow by an act amending its charter was not an acceptance of the act, where it did not in fact borrow the money, and never made any use of the bonds intended to be secured by the mortgage.

78 Com. v. Cullen, 13 Pa. St. 133, 53 Am. Dec. 450; Brown v. Fairmount Gold & Silver Min. Co., 10 Phila. (Pa.) 32.

no longer exercise the franchise of running a railroad in the city. In short, whatever power is dependent solely upon the grant of the charter, and which could not be exercised by unincorporated private persons under the general laws of the State, is abrogated by repeal of the law which granted these special rights. Personal and real property acquired by the corporation during its lawful existence, rights of contract or choses in action so acquired, and which do not, in their nature, depend upon the general powers conferred by the charter, are not destroyed by such a repeal, and the courts may, if the legislature does not provide some special remedy, enforce such rights by the means within their power. The rights of the shareholders of such a corporation, to their interest in its property, are not annihilated by such a repeal, and there must remain in the courts the power to protect those rights." 79

§4350. Amendment Effect in general. The effect of the adoption or acceptance of an amendment is usually merely to change the constitution and powers of the corporation in accordance with such amendment. Thus a corporation may be deprived of its power of eminent domain,80 or of other privileges, and specific duties may be imposed, as has already been noted.81 There is no further effect, and an amendment does not usually operate to destroy the old corporation and create a new one.82 However, it has been held in one

79 Greenwood v. Union Freight R. Co., 105 U. S. 13, 26 L. Ed. 961. See also Read v. Frankfort Bank, 23 Me. 318; People v. O'Brien, 111 N. Y. 1, 2 L. R. A. 255, 7 Am. St. Rep. 684, 18 N. E. 692, 45 Hun 519; International & G. N. Ry. Co. v. State, 75 Tex. 356, 12 S. W. 685; Hawley v. Bonanza Queen Min. Co., 61 Wash. 90, 111 Pac.

1073.

Co. v. Whitney Co., 150 N. C. 31, 63
S. E. 188.

81 See § 4321 et seq., supra.

82 Johnston v. Crawley, 25 Ga. 316, 71 Am. Dec. 173; Chicago, B. & Q. R. Co. v. Doyle, 258 Ill. 624, Ann. Cas. 1914 B 385, 102 N. E. 260; Washington College v. Duke, 14 Iowa 14. See also § 413, supra.

An act of the legislature giving an existing but unorganized corporation a new set of corporators to organize and set it in operation, in place of those who were originally named and who have neglected their duty, and making such modification of the corporate enterprise as in its opinion the public interests require, but not such as to radically change the character of the enterprise, does not create a new corporation. Ames v. Lake Superior & M. R. Co., 21 Minn. 241.

Where a certificate is filed declar

state, under a statute, regulating the organization of trust companies and providing that the word "trust" shall not be used as a part of the name of a corporation organized under any other act, that the change of the name of a corporation whereby such quoted word was used as a part of the new name was so far the creation of a new cor poration as to violate the act.83

And an amended certificate of organization containing all the material statements of the original certificate may operate as an original, where such original certificate is void and of no effect because a certain percentage of the capital stock has not been paid in cash, which defect is supplied when the amended certificate is filed.84

§ 4351. Grant of special charter. When a corporation which has been formed under a general law is afterwards granted a charter by special act and accepts the same, this does not constitute the creation of a new corporation, but is in effect nothing more than an amendment of the original charter consisting of the special act, and so much of the general law as is not inconsistent therewith.85 And the same principle has been applied to the grant of a new charter to a corporation existing under a special charter.86

§ 4352. Burdens imposed. The acceptance of an amendatory act involves an acceptance of the act as a whole. Not only the benefits granted, but the burdens imposed, must be assumed.87 Accord

was created by a particular statute, see Youngblood v. Georgia Improvement Co., 83 Ga. 797, 10 S. E. 124; Snook v. Georgia Improvement Co., 83 Ga. 61, 9 S. E. 1104.

86 Woodfork v. Union Bank of Tennessee, 3 Cold. (Tenn.) 488. Compare, however, Carlisle v. Terre Haute & R. R. Co., 6 Ind. 316.

87 Kenton County Court v. Bank Lick Turnpike Co., 10 Bush. (Ky.) 529; Madison, W. & M. Plank Road Co. v. Reynolds, 3 Wis. 287 (where it was held that a corporation availing itself of a provision for the change of its name in an act amending its charter is bound by all the other provisions in the act altering its charter).

See generally § 239 et seq., as to acceptance of charters.

ingly it has been held that the acceptance of a statute whereby a town is authorized to take and hold stock in a water company, charges the corporators with notice of the town's powers, and the corporation receiving an extension of its franchise was also bound by a stipu-' lation that the town might purchase the property of the corporation.88 And in another case, where a general law authorized any railroad company organized in pursuance of law to lease or purchase connecting lines constructed by other companies, and provided that all companies, then incorporated and actually doing business, might accept any of the provisions of the act, it was held that a railroad company leasing its road to another company, or taking a lease of another company's road, thereby accepted the provisions of the statute and relinquished all rights under its charter inconsistent with such provisions, including the right to demand and take specified rates of fare, free from legislative control or alteration.89 Similarly, the acceptance of an amendatory act may operate to repeal a corporation's exemption from taxation,90 and, as has already been noted, may bring the corporation within the reserved power of the state, and thereby render the charter subject to amendment or repeal in other respects.91

§ 4353. Presumptions as to validity of amendment or repeal; intent to repeal. When the legislature possesses the power to alter, amend or repeal the charter of a corporation and exercises it, the courts will not presume that the power was improperly or unconscionably exercised.92

Whether a legislative enactment shall operate as a repeal or altera

South

88 Town of Southington v. ington Water Co., 80 Conn. 646, 13 Ann. Cas. 411, 69 Atl. 1023.

89 Cincinnati, H. & D. R. Co. v. Cole, 29 Ohio St. 126, 23 Am. Rep. 729.

90 A provision in the charter of a railroad company that its stock should be exempt from all taxation except such as was imposed upon bank stock when the charter was granted is repealed by an amendatory act, accepted company, providing that its stock shall at all times be subject to

by the

such tax

pose.

as the legislature may imMacon & A. R. Co. v. Gold

smith, 62 Ga. 463.

A statute supplementing the char

ter of

a railroad company by a pro

vision that it shall not be lawful for any city or town to hinder or obstruct the company in constructing and running its railroads, provided the same shall be constructed and run according to the provisions of the act, does not have the effect of discharging the company from its contractual obligation to a city to pay licenses which the company had undertaken by contract to pay to it. Jersey City v. North Jersey St. R. Co., 72 N. J. L. 383, 61 Atl. 95.

91 See § 4339, supra.

92 State v. Curran, 12 Ark. 321; People v. Calder, 153 Mich. 724, 126 Am. St. Rep. 550, 117 N. W. 314.