Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/449

 CHAP. VIII.] CORPORATION AND STATE. [§ 449. selves to duties, which, without their consent, the state could not have imposed upon them. 1 Accordingly, the grant and acceptance of a charter are held to constitute an act whereby the actors have expressed their intention to occasion legal re- corporation is sufficient. Bank of United States v. Dandridge, 12 Wheat. 64, 71 ; Mutual Fire Ins. Co. v. Stokes, 9 Phila. (Penn.) 80; Trustees of School District v. Gibbs, 2 Cush. (Mass.) 39; Androscoggin Bridge v. Bragg, 11 N. H. 102; Sumrall v. Sun Mutual Ins. Co., 40 Mo. 27; Augusta M'f'g Co. v. Ver- tices, 4 Lea (Tenn.), 75; St. Joseph, etc., R'y Co. v. Shambaugh, 106 Mo. 557; Fertilizer Co. v. Clute, 112 N. C. 440. See State v. Dawson, 22 Ind. 272; applying for an amend- ment raises a presumption of accept- ance of the original charter. Farns- worth v. Lime Rock R. R. Co., 83 Me. 440. Slight irregularities in mode of acceptance by directors, when by the charter they have power to accept an amendment, do not vitiate the acceptance. Dead- erick v. Wilson, 8 Bax. (Tenn.) 108, 126. So no formal acceptance of an amendment or of an act confer- ring new franchises need be shown. Bangor, Oldtown and M. R. R. Co. v. Smith, 47 Me. 34; Wetumpka and Coosa R. R. Co. v. Bingham, 5 Ala. 657; Illinois River R. R. Co. v. Zim- mer, 20 111. 654; Palfrey v. Paulding, 7 La. Ann. 363 ; Lyons v. Orange, etc., R. R. Co., 32 Md. 18; Cincin- nati, Hamilton, etc., R. R. Co. v. Cole, 29 Ohio St. 126. See Vermont and C. R. R. Co. v. Vermont Central R. R. Co., 34 Vt. 2, 49, where the ac- tion of a stockholders 1 meeting in making contracts authorized by the amendment, no one objecting, was held an acceptance of it. But see State v. Accommodation Bank, 26 La. Ann. 288 ; Commonwealth v. Cullen, 13 Pa. St. 133. But a reso- lution to accept an amendment does not constitute an acceptance, unless it purport to accept unconditionally. Mulloy v. Nashville and Decatur R. R. Co., 8 Lea (Tenn. ), 427. A cor- poration already in existence may receive a new charter without relin- quishing its old one, and may act partly under the new and partly the old charter. Woodfork v. Union Bank, 3 Coldw. (Tenn.) 488. Stat- utes may provide that upon the ac- ceptance by existing corporations of their provisions, such corporations shall be held to have abandoned rights under their charters inconsist- ent with such statutes. Such ac- ceptance need not be formal, but may be inferred from action in ac- cordance with the provisions of such statutes. Cincinnati, II. and D. R. R. Co. v. Cole, 29 O. St. 126. A cor- poration is not estopped by the acts of individual officers or members in procuring legislation; when it does not appear that they had authority to procure such legislation or that the corporation had accepted it. Mis- sissippi, etc., Boom Co. v. Prince, 34 Minn. 79. Compare Baker's Appeal, 109 Pa. St. 461. As to surrender of franchises, see §§ 433, 434. 1 By accepting a charter or by in- corporating under a general statute, the incorporators subject themselves to whatever conditions the state may impose, and cannot afterwards be heard to assail any statute then in force imposing conditions on the cor- poration as unconstitutional. Chi- cago, R. I. & Pac. Ry. Co. v. Zernecke, 183 U. S. 582. 429