Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/453

 CHAP. Vin.] CORPORATION AND STATE. [§ 452. i however, mainly differences in form. 1 A charter as well as an enabling statute prescribes rules for conduct ; the difference being that these rules in the case of a charter have a more lim- ited application. And an enabling statute, as well as a charter, proffers terms and facilities of action which are accepted by the corporators by filing their articles of association ; only in the case of an enabling statute the terms are offered to the citizens of the state at large, any sufficient number of whom may accept them and incorporate themselves by complying with them. 2 § 452. Accordingly, the constitution of a corporation being of a dual nature — a law embodying a contract — it Two kinds follows that the relations between the state and between" 18 the corporation are of two kinds : (a) relations such ^thecor- as exist between the lawgiver and the citizen, and poratkm. (b) legal relations occasioned by contract. 3 It will be convenient to discuss the latter first. v. Allis, 24 Minn. 75; or from chang- ing the name of a corporation. Wallace v. Loomis, 97 U. S. 146. Compare Southern Pac. R. R. Co. v. Orton, 6 Sawyer, 157, 186. 1 Except that enabling statutes are almost universally subject to alteration and repeal, through ex- press reservation of that power by the state; while many charters exist wherein that power is not reserved. 3 A substantial compliance with the terms of an enabling act is necessary to form a corporation thereunder; e. g., the filing of the certificate is essential. Stowe v. Flagg, 72 111. 397; Bigelow v. Greg- ory, 73 111. 197; Harris v. McGregor, 29 Cal. 124; but see Vanneman v. Young, 52 N. J. L. 403; Way v. American Grease Co., 60 N. J. Eq. 263. And the articles of association must comply with the statute; see Reed v. Richmond St. R. R., 50 Ind. 342; People v. Self ridge, 52 Cal. 331; State v. Central Ohio Relief Ass 1 u, 29 O. St. 399. Compare In re Spring- Valley Water Works, 17 Cal. 132; 28 Eastern Plank Road Co. v. Vaughan, 14 N. Y. 546; Mokelumne Hill M'g Co. v. Woodbury, 14 Cal. 424, and §§ 148, 739. 3 Legal relations occasioned by contract may subsist between the lawgiver and the citizen. "The government sustains two distinct relations to the railroad company, and in considering her rights under this statute it is important to keep them separate. The company is organized under, and owes its corpo- rate existence to, an act of Congress. The government has all the rights which belong to any other govern- ment as a sovereign, and legislative power over this creature of that power. That this power should not be too much crippled by the doctrine that a charter is a contract, the eighteenth section declares that Con- gress may at any time, having due regard to the rights of the companies named therein, add to, alter, amend, or repeal the act. The power of Congress, therefore, in its sovereign and legislative capacity over this 433