Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/524

 § 490.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VIII. its charter affects only the remedy and is constitutional. 1 Like- wise provisions in the charter of a railroad company regulating the manner of taking land;' or a summary remedy against defaulting stockholders given to a corporation by its enabling act, may be changed by subsequent legislation. 3 § 496. Having discussed the powers which a state has over corporations and their property by virtue of eminent reservedTo domain, police, and taxing powers ; by virtue, that repeai. nd * s > 01 ° P owers inherent in the state as the political superior of the corporation, the exercise of which is not incompatible with the concurrent legal relations between the state and the corporation occasioned by the implied con- tract between them ; we come now to consider the further powers of the state over corporations when, by reserving the right to alter and amend or repeal the charter or enabling act of the corporation, the state prevents such charter or enabling act from impliedly creating as between itself and the corpora- tion a contract within the purview of the Federal constitu- tion. 4 The state occupies towards the corporation the position 1 Railroad Co. v. Hecht, 95 U. S. 168. 2 Mississippi R'y Co. v. McDonald, 12 Heisk. (Tenn.) 54; Gowen v. Pe- nobscot R, R. Co., 44 Me. 140; Chat- teroi R'y Co. v. Kinner, 81 Ky. 221; see Baltimore and Susquehanna R. R. Co. v. Nesbit, 10 How. 395. 3 Ex parte North East and S. W. Ala. R. R. Co., 37 Ala. 679. The leg- islature can alter the mode of as- sessing banks. Bank of Republic v. County of Hamilton, 21 111. 53; see Reapers' Bank v. Willard, 24 111. 433. A statute authorizing the sale of its road for payment of the debts of the corporation is constitutional, even if the right to alter and repeal is not reserved. Louisville, etc., Turnpike Co. v. Ballard, 2 Mete. (Ky.) 165. Even when the power to alter and repeal the charter is not reserved, a state may constitutionally provide that a state officer may file a peti- tion to have unsound insurance com- 504 panies wound up. This is a valid exercise by the state of its unalien- able police power, and does not im- pair the obligation of the contract between the corporation and the state, nor deprive shareholders of their vested rights. Ward v. Far- well, 97 111. 593; Chicago Life Ins. Co. v. Auditor, 101 111. 82. See For- stall v. Consolidated Association, 34 La. Ann. 770; Rockover v. Life Asso- ciation, 77 Va. 85. 4 " The reserved power of amend- ment and repeal is not anything more than the legislature would have had without a reservation, if statutes of incorporation had been held to be possessed of the ordinary amendable and repealable qualities of other statutes." Ashuelot R. R. Co. v. Elliot, 58 N. H. 451, 454. The right to alter and repeal may be reserved in a general statute so as to apply to charters subsequently granted. Thornton v. Marginal Freight Ry.