thereof, while in several States the constitutions provide that the exercise of the police power of the State shall never be so construed nor abridged as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals or the general well-being of the State. And, for the purpose of acquiring control over corporations created prior to the adoption of these precautionary reservations, the constitutions of several States provide that no general or special law, for the benefit of corporations existing at the time of the adoption of the constitution, shall be passed, except upon condition that the corporation shall thereafter hold its charter subject to the provisions of the constitution; and in other States a similar condition is annexed to all general or special laws in favor of railway corporations. In others, again, all existing charters or grants of special or exclusive privileges, under which a bona fide organization had not taken place at 1 Me. Laws of 1831; Mass. Rev. Stat. ch. 44, § 23; Mass. Gen. Stat. ch. 68, 41; N. Y. Const. of 1846, art. viii, 1 & 2; In re New York Elevated R. Co., (1877) 70 N. Y. 327; Johnson v. Hudson River R. Co., (1872) 49 N. Y. 455; Bank of Chenango v. Brown, (1863) 26 N. Y. 467; Ashuelot R. Co. v. Elliott, 58 N. H. 451, 454; Taylor on Corporations, § 496 et seq. In many States all charters or special acts creating corporations may be altered or repealed. Stimson's American Statutory Law, § 442, citing the constitutions of Maine, New York, Pennsylvania, Wisconsin, Maryland, Delaware, North Carolina, Arkansas, Oregon, Nevada, Colorado and Alabama. And all general laws for the creation of corporations may be altered or repealed under the constitutions of Maine, New York, New Jersey, Pennsylvania, Ohio, Michigan, Wisconsin, Iowa, Kansas, Nebraska, Maryland, North Carolina, Tennessee, Arkansas, California, Oregon, Nevada, Colorado, South Carolina 3 and Alabama. Stimson's American Statutory Law, § 442. In Iowa, laws creating corporations can be altered and repealed only on a twothirds vote of each house of the legislature present. Iowa Const., (1857) art. viii., § 12; while in Michigan they can not be altered or amended without a two-thirds vote of each house elected. Mich. Const., (1850) art. xv., § 8. In Texas all privileges and franchises are subject to control by the legislature, also all laws granting a right to collect freights, fares, tolls or wharfage. Stimson's American Statutory Law, § 442. 2 Stimson's American Statutory Law, § 444, citing the constitutions of Georgia, Louisiana, Missouri, Pennsylvania, California and Colorado. 3 Stimson's American Statutory Law, § 444, citing the constitutions. of Arkansas, Georgia, Alabama, Louisiana and Pennsylvania. 4 Stimson's American Statutory Law, 414, citing the constitutions of Missouri, Texas and Colorado. the time of the adoption of the constitutions, are declared to be void.1 § 37. Construction of constitutional, statutory and charter reservations.- Whether the reservation of the power of amendment and repeal be made in the charter of the company or in the constitution of the State or in a general law, it is equally valid and effective,2 and applies to all charters or enabling acts thereafter granted, unless expressly exempted therefrom, entering into and becoming a part of the contract between the State and the incorporators," and thus placing 1 Stimson's American Statutory a contract with the corporation made Law, § 444, citing the constitutions in a supplement thereafter passed. of West Virginia, Missouri, Arkan- New Jersey v. Yard, 95 U. S. 104. sas, Alabama, Pennsylvania, Illinois, Nebraska and Colorado. But corporations regularly chartered by the legislature under the Georgia constitution of 1868, did not become extinct by a failure to organize and act before the adoption of that of 1877. The law does not so declare. Atlanta v. Gate City Gas Light Co., (1885) 71 Ga. 106. 2 Miller v. New York, 15 Wall. 478; Pennsylvania College Cases, 13 Wall. 190; Holyoke Water-Power Co. v. Lyman, 15 Wall. 500; Greenwood v. Union Freight R. Co., 105 U. S. 13; Shields v. Ohio, 95 U. S. 319. Close v. Glenwood Cemetery, (1882) 107 U. S. 466; Miller v. New York, 15 Wall. 478; Charleston v. Branch, 15 Wall. 470; Tomlinson v. Jessup, 15 Wall. 54; Pennsylvania College Cases, 13 Wall. 190; In re Lee's Bank of Buffalo, (1860) 21 N. Y. 9; Commissioners on Inland Fisheries v. Holyoke Water-Power Co., (1870) 104 Mass. 446; and cases cited, infra. But it has been held in a New Jersey case that a provision in a supplement to a charter to the effect that such supplement and charter might be altered or amended by the legislature, did not apply to Holyoke Water-Power Co. v. Lyman, 15 Wall. 500; Hege v. Richmond & D. R. Co., 99 U. S. 348, where it was held that a charter conferring upon one corporation the same rights, privileges and immunities possessed by a certain other company, whose charter was not subject to amendment, does not confer a like immunity upon the former company. But when a corporate charter declares that no alteration or amendment shall be made without the concurrence of the corporation, there is a clear expression of a legislative intent to except such corporation from the general right of amendment or repeal reserved by the State constitution, "unless a contrary intent be expressed " in the charter. Louisville Gas Co. v. Citizens' Gas Co., (1886) 115 U. S. 683. In Little v. Bowers, (1885) 46 N. J. 300, a provision that a charter should not take effect unless the company filed a written assent thereto in six months, was held not to indicate any purpose to repeal a previous legislative provision that all charters should be subject to alteration, suspension and repeal by the legislature. 5 In re Lee's Bank of Buffalo, (1860) the State, with respect to subsequently created corporations, in the position which it would have occupied had the decision in the Dartmouth College case never been rendered.' Thus, for 21 N. Y. 9; Commissioners &c. v. Holyoke Water-Power Co., (1870) 104 Mass. 446. 1 Miller v. New York, 15 Wall. 478; County of San Mateo v. Southern Pacific R. Co., "The Railroad Tax Cases," (1882) 8 Sawy. 238, 279, s. c. 13 Fed. Rep. 722; Detroit v. Detroit & Howell Plank Road Co., (1880) 43 Mich. 140; Union Passenger R. Co. v. Philadelphia, 101 U. S. 528. Whenever the power of amendment and repeal is reserved, it may be exercised to change or modify the charter to almost any extent to carry into effect the original purposes of the corporate organization and secure due administration of its affairs, or to repeal the charter altogether, so as to terminate absolutely the existence of the corporation by the abrogation of "the organic law on which the corporate existence depends." Miller v. New York, 15 Wall. 478; Shields v. Ohio, 95 U. S. 319. In Close v. Glenwood Cemetery, (1862), 107 U. S. 466, where the act incorporating the defendant company provided for its alteration or repeal, an amendatory act which authorized the owners of the burial lots to elect a majority of the trustees, who were thereby created a board to control and manage the cemetery with due regard to the equitable rights of all persons having any vested interest therein, and which provided that a portion only of the receipts should be paid to the original proprietors, and the rest to the improvement and maintenance of the cemetery, was held to be valid, although it was over twenty years after the cemetery had been laid out, improved and used, and rights of property in the burial lots had been acquired by many persons. And in Greenwood v. Union Freight R. Co., 105 U. S. 13, it was held that if the legislature has the power to repeal the statute under which a company was organized, it may charter a new company, and confer the same powers on it as the former one possessed; and, so far as the property or franchises of the old company are necessary to the public use, it may authorize the new one to take them, on making due compensation therefor. Annotations of County of Santa Clara v. Southern Pacific R. Co., by Robert Desty, 18 Fed. Rep., 385, 447. Cf. "Inviolability of Corporate Charters," by W. P. Wade, 16 West. Jur. 521; Annotations of New Orleans Gas Light Co. v. Louisiana Light & Heat Co., (1886) by H. Campbell Black, 22 Cent. L. J. 204; "State Regulation of Corporate Profits,” by Thomas M. Cooley, 137 North Am. Rev. 205; Leading Article by Isaac F. Redfield, 13 Am. Law Reg. (N. S.) 1; "Legislative Regulation of Corporate Profits," by E. S. Whittemore, 30 Alb. L. J. 8; "Legislative Control of Corporations," (1845) 6 Am. L. Mag. 89; "Legislative Power to Amend Charters," by William L. Royall, 11 Am. L. Reg. (N. S.) 1; "Interference by Law with the Accumulation and Use of Capital,” by Hon. John A. Jameson, Ill. State Bar Assoc. Rep. for January 6, 1882; "Legislation concerning Railroads," by B. W. Duke, 1 Ky. L. J., 163, 211; 'Railroad Legislation," by Charles Francis Adams, Jr., 2 Am. L. Rev. 25; "Legislative Control of Railroads," by S. S. Wallace 8 So. L. Rev. 656; "Legislative Control of example, under a general reservation of the power of amendment and repeal in existence when the charter of a corporation was granted, the State may subject the company to taxation from which it was previously exempt,' and may impose upon the stockholders à statutory liability for the future debts of the corporation. No statute, however, is to be construed as amending or repealing the charter of a corporation not expressly referred to therein; but the repeal of one franchise acts as a revocation of subsidiary franchises granted merely for the purpose of aiding the company in the exercise of the former. The reservation need not be made in direct language, but may be inferred, as from a provision in a charter that it shall not be altered in any other manner than by act of legislature. And under a charter providing that the charges of a railway company shall be regulated by the corporate by-laws, and a further provision that no by-law shall conflict with the laws of the State, the charges of the company are subject to a general railway act prescribing maximum rates. So also, where there is a reservation of power Railroads," by F. L. Wells, 12 West. Jur. 17; "Legislative Control over Railway Charters," by Charles Francis Adams, Jr. 1 Am. L. Rev. 451; "Legislative Power to Regulate Railroad Franchises," by Gideon B. Dantz, 12 Cent. L. J. 194; "The Repeal Question," (1841) 9 Dem. Rev. 107; "Police Power of the State," by W. P. Wade, 6 So. L. Rev. (N. S.) 59; "Amendments of Laws relating to Joint-Stock Companies," by Anthony Pulbrook, (1876) Soc. Sci. Assoc. 291. 1 Charleston v. Branch, 15 Wall. 470; Tomlinson v. Jessup, 15 Wall. 454. 2 Sherman v. Smith, (1861) 1 Black, 587; In re Lee's Bank of Buffalo, (1860) 21 N. Y. 9; In re Empire City Bank, (1858) 18 N. Y. 199. Cf. Bailey v. Hollister, (1862) 26 N. Y. 112; Jnion Pacific R. Co. v. United States, and Central Pacific R. Co. v. Gallatin, known as the Sinking Fund Cases, (1878) 99 U. S. 700; Oldtown &c. R. Co. v. Veazie, 39 Me. 571; Green v. Biddle, 8 Wheaton, 1, 84; Gardner v. Hope Ins. Co., (1869) 9 R. I. 194. So also the legislature, under the reserved power, may pass laws to enforce the duty to keep open fishways. Holyoke WaterPower Co. v. Lyman, 15 Wall. 500. 3 City of Grand Rapids v. Grand Rapids Hydraulic, Co., (1887) 66 Mich. 606. 4 Darnell v. State, (1887) 48 Ark. 321. 5 Pennsylvania College Cases, 13 Wall. 190. Chicago, M. & St. P. R'y Co. v. State, (1890) 10 Sup. Ct. Rep. 462; Ruggles v. Illinois, 108 U. S. 536, where it was held that in the absence of direct legislation, the rates are subject only to the common-law limitation of reasonableness. Cf. "Power of the Legislature to Fix Rates of Carriers," by O. W. Aldrich, 30. L. J. 644. to inquire into the management of railroad companies, and "to correct and prevent all abuses of the same," the legislature may appoint a commission to make such inquiry, and authorize them to enforce through the courts the regulations which they may establish. A clause in a general act of incorporation which reserves to the legislature the power to alter or repeal the act by necessary legislation, is construed as a reservation of power to alter or repeal all or any one of its terms and conditions, or rules of liability. And articles of association entered into under a general act of incorporation are deemed to be a part of the law and subject to alteration and repeal in the same manner as any other part of the general system.❜ § 38. Of the construction of amendatory statutes.-The amendment of a statute, by declaring that the same shall be read as prescribed by the amendatory act, has the effect of merging the former statute in the latter, so that the former has no longer any vitality as to future transactions. This merger is so complete that a repeal of the amendatory act does not revive the original statute, but both fall together." Where a statute has been thus amended, a later statute declaring the original act (with no reference to the amendment) to be applicable, makes it applicable in its amended, not in its original form. Where an act purports thus to amend a former 1 Railroad Commissioners v. Portland &c. R. Co., 63 Me. 269. When the legislature has power to regulate rates, it may delegate that power to 46 commission. Tilley v. Savannah F. & W. R. Co., 5 Fed. Rep. 641; Constitutionality of Railroad Commissions," by Charles Chauncey Savage, (1885) 19 Am. L. Rev. 223–233. 2 Sherman v. Smith, 1 Black, 587. Sherman v. Smith, 1 Black, 587. 4 People v. Supervisors of Montgomery, 67 N. Y. 109; N. Y. Corporation Laws, (Banks Bros.' Ed., 1886) 12. Cf. State v. Ladies of the Sacred Heart, (Mo. 1889) 12 S. W. Rep. 293, a case under Mo. Rev. Stat. 1855, p. 1026, which provides that all acts of a public, general, or permanent nature, revised at the present session, shall be taken as repealing the acts so revised. The corporation law of 1845 was revised in 1855. The latter statute contained the same provision as to limitation of corporate existence, and provided, in section 2, that "the powers enumerated in the preceding section shall vest in every corporation that shall hereafter be created." And it was held that the second section did not destroy the effect of the first, but that the specified powers were made to apply to corporations then, before, and thereafter created. 5 Board of Excise v. Curley, 9 Abb, |