Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/534

 § 503.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VIII. entirely different purposes of incorporation, and compel the fulfillment of them. For instance, under the power to alter and amend, Congress cannot impose upon a railroad company duties foreign to the objects for which it was created. 1 Keither may the state, under the power to alter and amend, deprive the corporation of its property ; for instance, it cannot, by compelling a plank road company to remove a toll-gate, prac- tically deprive it of several miles of the most valuable portion of its road. 2 As Justice Swayne said, giving the opinion of the court in Shields v. Ohio: 3 "The power of alteration and amendment is not without limit. The alterations must be reasonable, they must be made in good faith, and be consistent with the scope and object of the act of incorporation. Sheer oppression and wrong cannot be inflicted under the guise of amendment or alteration. Beyond the sphere of the reserved powers, the vested rights of property of corporations in such cases are surrounded by the same sanctions, and are as inviola- ble as in other cases." 4 § 503. When the legislature reserves the right to annul the R. v. Kentucky, ib. 677; Galveston, etc., R'y Co. v. Texas, 170 U. S. 226, where it was held that a statute au- thorizing grants of land for miles of railroad constructed might be re- pealed as to lines of road thereafter authorized; but not as to lines au- thorized at the time the companies were incorporated. Houston & Texas Central R'y Co. i>. Texas, 170 U. S. 243. The capacity to acquire lands, unexecuted is not a vested right and may be withdrawn. Adi- rondack Ry. v. New York State, 176 U. S. 345. See 111. Central R. R. Co. v. Chicago, 176 U. S. 646. 1 United States v. U. P. Ry. Co., 160 U. S. 1. 2 Detroit v. Detroit, etc., Plank Road Co., 43 Mich. 140; cf. 111. Cent. R. R. Co. v. Chicago, 176 U. S. 64(i. In Orr v. Bracken County, etc., 81 Ky. 593, it was held that the legis- 514 lature, under its power to alter and amend, could not change the control of corporate affairs by giving to each shareholder as many votes as he held shares. A questionable case, com- pare Looker v. Maynard, 179 U. S. 46. 8 95 U. S. 319, 324. 4 See, also, Commissioners v. Hol- yoke Water Power Company, 104 Mass. 446 (practically overruling Commonwealth v. Essex County, 13 Gray, 239); Holyoke Co. v. Lyman, 15 Wall. 500 (affirming Commission- ers v. Holyoke Water Power Co., supra); Zabriskie v. Hackensack, etc., R. R. Co., 18 N. J. Eq. 178; Macon, etc., R. R. Co. v. Gibson, 85 Ga. 1; see, also, §§ 533-535, and com- pare the New Jersey statute permit- ting alteration of charter, Laws of 1896, ch. 185, § 27, and Meredith o. N. J. Zinc. Co., 44 Atl. Rep. 55.