Page:Harvard Law Review Volume 8.djvu/416

400 400 HARVARD LAW REVIEW. would present the claim that all contractual power, including the right to make and alter partnership agreements, is legislative, and therefore, in every valid contract, the State is both parties. " It is an admitted principle that in partnerships and joint stock associations, they cannot by a vote of the majority change or alter their fundamental articles of co-partnership or association, against the will of the minority, however small, unless there is an express or implied provision in the articles themselves that they may do it. . . . It is conceded that there is a class of alterations in a charter which the corporation may obtain and adopt, that would not so essentially change the contract as to absolve the corporator from his subscription, or give him ^ right to complain in a court of justice, in case he had previously paid it. Where the object of the modification or alteration of the charter is auxiliary to the original object of it, and designed to enable the corporation to carry into execution the very purpose of the original grant, with more facility and more beneficially than they otherwise could, the individual corporator cannot complain; and I should apprehend it would make no difference with the rights of a corporation, in such a case, though he could show that the charter, as amended, was less bene- ficial to the corporators than the original one would have been. The ground upon which such amendments bind the corporator, I deem to be his own consent. When he becomes a corporator by his signing for a portion of the capital stock, he in effect agrees to the by-laws, rules, and votes of the company, and there is an im- plied assent, on his part, with the corporation, that they may apply for and adopt such amendments as are within the scope, and de- signed to promote the execution, of the original purpose. . . . The consent or assent may ... be implied where the amendment is not regarded as fundamental, and can be brought within the scope of the original purpose of the association. ... It is not necessary that the business should be changed in kind to change the original purpose. If this [a railroad extension of thirty miles] is not a change in purpose, it would not be to extend the road in one direc- tion to Canada line, and in the other to Massachusetts line."^ The proposed extension was held to be a change of the original purpose, and a violation of the stockholders' contract. The state- ment, in the opinion, that the majority may obtain and adopt an amendment of the charter making any change in the minority's con- 1 Stevens v. R. & B. R. R. Co., 29 Vt. 545, 550, 554, 555.