Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/448

 § 449.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VIII. means that it embodies the terms of an agreement whereby the parties have expressed their intention of occasioning legal relations which are manifestations of the rules of law compos- ing the very constitution which embodies the contract. The rule of law which ordinarily manifests itself in legal relations upon the making of a valid contract, is simply that each con- tracting party may compel the others to perform their parts according to the intent and meaning of the agreement. But in this particular contract that causes incorporation, the terms through incorporation become themselves rules of law; and thus the constitution of a corporation embodies the expression of the intention of parties which causes these rules to operate. Further, to say that the state, from which emanate most of the rules of law composing the constitution, is a party to the agree- ment which the constitution embodies, means that the state has done an act whereby it has expressed its intention to bring it- self within the operation of some law superior to itself, which thereupon manifests itself in legal relations between the state and the corporation, legal relations which the state cannot alter at its will, 1 since they are the manifestations of law superior to itself. That paramount law is expressed in the constitution of the United States. § 449. The constitution of a corporation is law which the state could not impose on the corporators without Acceptance r r necessary their consent, and this because of certain restric- of the cor- tions on the power of a state contained in the porators. Federal constitution or existing in the common law. 2 By accepting a charter the corporations subject them- 1 See Danolds v. State of New York, 89 N. Y. 36. 2 See §456, and note, in the present chapter. The king could not incor- porate a body of men, except as a municipal corporation, without their consent. See Rex v. Passmore, 3 T. R. 199, 240. A charter must be accepted before incorporation can take place. A grant of a charter to those who have not applied for it is but an offer on the part of the state, which may be withdrawn before acceptance. State v. Dawson, 16 428 Ind. 40; Riddle v. Proprietors, 7 Mass. 169, 184; Ellis v. Marshall, 2 Mass. 269, 277; Smith v. Silver Val- ley M'g Co., 64 Md. 86. Compare Bonaparte v. Baltimore, etc., R. R. Co., 75 Md. 340. But it is not nec- essary to show a written instrument, or even a note of acceptance. Ac- ceptance may be inferred from the exercise of corporate powers under the act; e. g., the election of officers, the holdiug of meetings, the adop- tion of by-laws, etc. Acceptance by directors acquiesced in by the