Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/278

 § 296.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. § 294. Secondly, as to the effect of a statutory prohibition, Second forbidding the doing of certain acts by corpora- class. Acts t^no forbidden L1 « I1!5 - by statute. g 295. To general prohibitions against the doing General by corporations of acts beyond the scope of the cor- tions! ~ porate powers courts appear to give little effect. And. this perhaps on account of the hardship that might arise from giving full effect to such statutes. There exists in New York, for instance, the following statute: "In addi- tion to the powers enumerated in the first section of this title, and to those expressly given in its charter, or in the act under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of powers so enumerated and given." * To this statute the New York courts give little ef- fect, construing it as merely declarator)' of the common law. 2 The New Jersey courts, however, have held a very similar statute, which they regard as declaring the public policy of that state, to render illegal and void any contract beyond the scope of* the corporate powers. 3 § 296. The English companies' act of 1862 4 contains the fol- lowing provision : " Any company limited by shares " compa- may so far modify the conditions contained in its mes ac ' memorandum of association, if authorized, to do so by its regulations as originally framed, or as altered by special resolution in manner hereinafter mentioned, as to increase its capital by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock ; but, save as aforesaid, and save as hereinafter provided in the case of a change of name, no alteration shall be made by any company in the conditions contained in its mem- orandum of association." 5 One of the conditions required by i 3 N. Y. Rev. Stat., 8th ed., 1723; cf. N. Y. Laws of 1892, ch. 687, §10. 2 See Curtis v. Leavitt, 15 N. Y. 9, 54; Halsted v. Mayor, etc., of New York, 3 N. Y. 430, 433; Bond v. Terrell M'f'g Co., 82 Tex. 309. 8 Morris and Essex R. R. Co. ». 258 Sussex R. R. Co., 20 N. J. Eq. 542; cf. Steiner v. Steiner L. & L. Co. 120 Ala. 128; So. B. & L. Assn. v. Casa Grande Stable Co., 128 Ala. 624. 4 25 and 26 Vict., c. 89. 5 §12.