Page:Harvard Law Review Volume 8.djvu/412

396 396 HARVARD LAW REVIEW. LEASE OF RAILROAD BY MAJORITY OF STOCKHOLDERS WITH ASSENT OF LEGISLATURE. [^Continued from 8 Harvard Law Review, page 316.] ANY and all of the corporate powers granted to the stock- holders by the State can be taken from them by the grantor. The rescission of the entire grant, or any part of it, may be un- conditional. A repeal of the provision that the stockholders may sue and be sued as one person would impose upon them and the public an inconvenience that would be serious, if it could not be mitigated by the company or the common law. A. repeal of the requirement that the Stockholders shall choose seven directors would remove a disability, and enable the stockholders to exercise the common-law right of agreeing upon an election of any number of directors or none. It is not for the grantees to say that the revocable grant shall not be amended. A legislative revocation of granted powers may be accompanied by a proviso that the grantees may retain them in a modified form. This is merely saying that the grantor can grant, and the grantees can accept, new powers instead of the old ones. The principle is the same whether the new powers are substitutes or additions. Without acceptance, they cannot become the powers of the grantees. An Act repealing the Northern charter, unless the stockholders accept a new power of leasing the road, would enable an objecting owner of one share to injure himself, and the other stockholders, and the public. The expediency of refusing to take the objector's share by an easy and harmless legal process that would pay him for it, is not a judicial question. If an amendment of the charter law can authorize a conveyance of one stockholder's share of the property by a lease for ninety-nine years, without his consent, and without prepayment of the value of his share, another amendment of the same law can convey all the property to a bankrupt and his heirs and assigns forever, without the consent of any of the owners, without payment of anything at any time, and without any security for pay- ment. If either amendment would be an exercise of legislative power, no private property, real or personal, can be leased, loaned,