The following summary deals with irrepealable charters. In the succeeding section, cases coming under the reserved power will be noted.

A. The legislature cannot, even by express grant, bargain away the police power. A charter, for example, which grants the right to conduct lotteries, is repealable even where no reserved power exists,-Stone v. Mississippi, 101 U. S. 814. And so a charter authorizing the manufacture and sale of intoxicating liquor is subject to the operation of a subsequent prohibitory law,-Boston Beer Co. v. Massachusetts, 97 U. S. 25.1 But a lottery grant conferred by the state constitution may not be revoked by the legislature. New Orleans v. Houston, 119 U. S. 265.

B. The absence of a reserved power does not take away from the state the right to acquire, by eminent domain, the property of a corporation; nor the right to create a competing corporation, where the first charter confers no exclusive right; nor the power by judicial proceeding to have the charter forfeited, where a cause of forfeiture is shown.*

presumed to have thereby surrendered any exemption from taxation to which it may be entitled under its charter, and shall be thereafter subject to taxation as if no such exemption has been granted by its charter."

1 And see Fertilizer Co. v. Hyde Park, 97 U. S. 659.

2 Turnpike Co. v. Railroad Co., 81 Md. 247; Turnpike Co. v. Railroad Co., 35 Md. 224.

3 Canal Co. v. Railroad Co. 4 G. & J. 1; Turnpike Co. v. Railroad Co., 10 G. & J. 392; Turnpike Co. v. State, 19 Md. 292; Charles River Bridge v. Warren Bridge, 11 Pet. 420; and see Penna. R. R. Co. v. B. & O. R. R. Co., 60 Md. 263,—an instructive case.

▲ Post, Chapter XXII. While the rule in the Dartmouth College Case is still law, the courts are astute to limit immunities and exemptions claimed under an irrepealable charter. See the learned treatment of the subject in Willoughby, Constitutional Law, ch. 48.

C. An irrepealable charter is not necessarily unamendable; but (subject to the exceptions above noted) there can be no amendment which, in any substantial way, interferes with or impairs privileges conferred, and this is so whether they be abridged directly or indirectly,-New Orleans Gas Co. v. Louisiana Light Co., 115 U. S. 650. Under the police power, the state may prescribe all regulations that are fairly necessary to the common welfare. An insurance company, for example, may, notwithstanding its irrepealable charter, be required to furnish reports and submit to examinations, because "if this condition be not necessarily implied, then the creation of corporations with rights and franchises which do not belong to individual citizens, may become dangerous to the public welfare through the ignorance, or misconduct, or fraud of those to whose management their affairs are entrusted."—Eagle Insurance Co. v. Ohio, 153 U. S. 446. The point for emphasis is, that the police power, when legitimately invoked, is paramount to the obligation of the contract contained in an irrepealable charter.1

1 The limitations on the police power vary with the decisions in the several states; and the Supreme Court of the United States has gone far in upholding the state decisions. See Chicago &c. R. Co. v. Illinois, 200 U. S. 561; West Chicago R. Co. v. Illinois, 201 U. S. 506; Northern Pacific R. Co. v. Minnesota, 208 U. S. 583; and compare Grand Trunk R. Co. v. South Bend, 227 U. S. 544.

For the Maryland law, which confines the exercise of the police power within its legitimate imits, see Northern Central R. Co. v. Baltimore, 46 Md. 425; Lake Roland R. Co. v. Baltimore, 77 Md. 352; Baltimore v. Cowen, 88 Md. 447; Frostburg v. Wineland, 98 Md. 239; B. & O. R. Co. v. Baltimore, 98 Md. 535; B. & O. R. Co. v. Waters, 105 Md. 396; State v. Potomac Coal Co., 116 Md. 381; and with the doctrine of these cases compare Cincinnati &c. R. Co. v. Connersville, 218 U. S. 336.

§ 150. Where the power to repeal, amend and regulate has been reserved. Repeal. With the first of these powers there is practically little difficulty. While the property of a corporation, acquired under its charter, cannot be confiscated by a repeal, nevertheless, the state can take away what it has granted,—namely, the corporate existence and the franchises that are essentially corporate. Amendment. The right of amendment is not absolute. Withdrawing the charter leaves to the stockholders at least the assets which are not corporate in character; compelling the corporation to continue under new and more burdensome conditions may exhaust the assets and leave the stockholders nothing. The state "could not, under the guise of an amendment, substitute a new and different charter with distinct and different purposes and oblige the stockholders to accept it. Nor could it divest property rights acquired under the legitimate exercise of the powers granted. Independent altogether of the contract clause of the Federal Constitution is the provision which declares that no one shall be deprived of his property without due process of law." "The state may take away, or it may modify, that which it has granted but that is all. Property acquired during the exercise of these powers it may not divest, contracts already executed it may not annul and the legislation

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1 Greenwood v. Union Freight Co., 105 U. S. 20; Minneapolis v. Minneapolis Railway Co., 215 U. S. 430; People v. O'Brien, III N. Y. 1, 2 L. R. A. 255,-cited with approval in Owensboro v. Cumberland T. & T. Co., 230 U. S. 58.

2 Webster v. Cambridge Seminary, 78 Md. 206; see, further, Sprigg v. W. Union Co., 46 Md. 78; Jackson v. Walsh, 75 Md. 304; Phinney v. Hospital, 88 Md. 638.

thus attempted must be prospective and not retrospective in its operation." Regulation. Broadly speaking, it may be said that the right of the state to regulate the conduct of its public corporations is unlimited; and that, on the other hand, there can be no meddling with the business of a private corporation merely because such business is carried on corporately. The latter statement does not mean, however, that a provision which will be valid as a charter amendment may not take the form of general legislation." Public callings. Whether carried on by a natural or by a fictitious person, any business which is affected with a public interest may, through the police power, be regulated in the interest of the public. For the most part, public callings are carried on by public service corporations; and legislative regulation is directed towards securing from them efficient and non-discriminatory service at reasonable rates. Through the Interstate Commerce Commission, Congress thus regulates interstate carriers; and to public service commissions, under various titles, many of the states have delegated a more or less extensive supervision of public callings

1I Rose's Notes U. S. Rep. 942; and see the learned opinion in Garey v. St. Joe Mining Co., 12 L. R. A. (N. S.) 555. Nor can the state, under the guise of a charter amendment, accomplish what would be unlawful by direct legislation. State v. C. & P. R. Co., 105 Md. 488; State v. Potomac Coal Co., 116 Md. 381; and see Anne Arundel County v. United Railways Co., 109 Md. 377; and compare Fairhaven R. Co. v. New Haven, 203 U. S. 379.

2 Anne Arundel County v. United Railways Co., 109 Md. 377, and Berea College v. Kentucky, 211 U. S. 45.

3 For public callings, see Munn v. Illinois, 94 U. S. 113; Budd v. New York, 143 U. S. 517; Engel v. O'Malley, 219 U. S. 128.

generally. Such delegation to commissions of functions which are in greater or less degree judicial, and legislative and executive, has produced a large and increasing amount of litigation, with a corresponding output of decisions and general literature, legal and economic. What is a proper method of valuation for rate-making purposes? Is a given rate, or a regulation prescribed for more efficient service, reasonable, doubtful, or confiscatory? Does such a rate or regulation directly burden interstate commerce? These are questions of constitutional rather than of corporation law, because the answers do not depend upon whether the calling to be regulated is exercised by a corporation. The answers, of course, depend upon the powers conferred upon the particular commission, and whether, in the exercise of such powers, some constitutional guaranty has been infringed.

1 The Maryland Act is that of 1910, Chapter 180,-as to which see C. & S. R. Co. v. Wash., Westminster R. R. Co., 120 Md. 142; Laird v. B. & O. R. Co., 121 Md. 179; Gregg v. Laird, 121 Md. 1. Where the corporation is engaged in interstate commerce, there arises the inevitable conflict between state and federal control,for a delicate treatment of which see the Minnesota Rate Cases (Simpson v. Shepard), 230 U. S. 352; and compare State v. C. & P. R. Co., 105 Md. 488. For state attempts to regulate, under the police power, the service of interstate carriers, see Atlantic Coast Line R. Co. v. Wharton, 207 U. S. 328, and the cases therein reviewed.