Page:Harvard Law Review Volume 8.djvu/414

398 398 HARVARD LAW REVIEW. Company. In each case, the acceptance of the additional grant would be a material alteration of the charter contract of part- nership. In each case, the additional as well as the original grant, like an ordinary deed of land, power of attorney, or official appointment, is permissive, not obligatory, and has no effect until accepted. The stockholders' acceptance of the leasing power granted to the Northern Railroad in the Act of 1883 would have the same effect as their acceptance of the same power if it had been granted in their Act of incorporation. By becoming a mem- ber of the company, every stockholder accepts the charter-grants of 1844. As the plaintiffs have not accepted the grant of 1883, and have not authorized their agents to accept it for them, the cor- poration, of which they are a part, have not accepted it. It can be accepted directly by a unanimous affirmative vote on the gen- eral question of acceptance. A unanimous vote in favor of a par- ticular lease would be a bar against a stockholder's contesting that lease on the ground of a want of leasing power, and might be claimed to be an indirect general acceptance. Had the leasing power become one of the corporate powers by acceptance, it could be exercised, at any time, " upon such terms and for such time as may be or may have been agreed to by the directors, and as may be or may have been approved by two-thirds of all the votes cast on that subject by the stockholders," according to the express provision of the grant. As the directors and two-thirds of the stockholders voting on the question of acceptance are not the cor- poration, but only a part of it, and can have no other power than that of agents to act for anybody but themselves, the construction that the leasing power, granted to the company, can be accepted for the company by the directors and two-thirds of the voting stockholders, would make the grant a legislative attempt to give the company's agents a leasing power over the corporate property and business which those agents cannot give themselves, and which their principals have not given them. The only conclusion in favor of this construction is that the power of giving any agents any control over their principals' property or business is legislative in its legal character, and, being legislative, can be exercised by nobody but legislators in whom the Constitution vests it. And this would fall far short of the whole conclusion. An agreement of two parties, giving one of them authority to act for the other, is but one of an infinite number of possible contracts. If the power of making a contract of agency between these plaintiffs and