Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/213

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 228. nying the authorit}^ of directors to accept any legislation mate- rially changing the constitution is not to be construed to pre- clude them from accepting the benefit of a statute which effects no changes, but which merely facilitates the exercise of fran- chises already conferred. 1 § 228. Secondly, directors have no power to increase or de- crease the capital stock of the corporation. 2 In the leading case on this point, Railway Company v. Allerton, Justice Brad- ley said: 3 "A change so organic and fundamental as that of increasing the capital stock of a corporation beyond the limit fixed by the charter cannot be made by the directors alone, unless expressly authorized thereto. The general power to perform all corporate acts refers to the ordinary business transactions of the corporation, and does not extend to a recon- struction of the body itself, or to an enlargement of its capital stock." 4 the society," is not an authority for the purpose. In re Era Assurance Society, Ex parte Williams, 30 L. J. Eq. 137. Directors have no power to consolidate with auother corporation. Greenville Co. o. Planters' Press, 70 Miss. 669. See Blachford ». Ross, 5 Abb. Pr. N. S. (N. Y.) 434. Direct- ors of a railroad company have no authority to purchase the road of an- other company. Deaderick v. Wil- son, 8 Bax. (Tenn.) 108. 1 A statute was passed authorizing a railroad company to take for a pas- senger station land belonging to an- other railroad company. The by-laws provided that the directors might purchase what real estate they deemed necessary for the railroad, and exercise all powers granted to the company by the charter, for the purpose of locating, constructing, and completing the road, and all other powers necessary and proper to carry out the objects of the corpo- ration : Field, that an acceptance of the statute by shareholders was not necessary to authorize directors to 13 take land in pursuance of it. East- ern R. R. Co. ». Boston and Maine R. R. Co., Ill Mass. 125. See Joy v. Jackson, etc., Plank Road Co., 11 Mich. 155, 170. 2 When a corporation has the power to increase or diminish its capital stock, the mode of doing it and the conditions under which it may be done are usually prescribed by stat- ute. But when the statute is silent the power rests in the body corpo- rate, not in the board of directors. Eiduian o. Bowman, 58 111. 444; Mc- Nulta v. Corn Belt Bk., 164 111. 427. On the general principle that the powers of a corporation not specially vested in any particular officers re- main in the body corporate, see Mat- ter of Wheeler, 2 Abb. Pr. N. S. (N. Y.) 361; People i Twaddel, 18 Hun, 427, 432 ; State v. Merchant, 37 Ohio St. 251. 3 18 Wall. 233, 234. 4 Gill v. Balis, 72 Mo. 424; Finley Shoe and Leather Co. o. Kurtz, 34 Mich. 89; Eidman r. Bowman, 58 111. 444; Percy v. Millaudon, 3 La. 569. 193