Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/583

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 557. termini designated by the charter ; J or from purchasing, with- out authority to do so, stock in another railroad company. 2 And a company, incorporated to manufacture pig iron, may be enjoined by one of its shareholders from erecting a corn and flour mill. 3 § 557. Unless the right to alter and repeal is reserved to the state, 4 or some express provision in the original con- When stating instrument covers the matter, the charter or sharehoid- the articles of association cannot, against the will of enjoTu the a single shareholder, be substantially altered by the ^ c ^ ta,nce legislature, 5 even with the consent of the majority. 6 amend- And a shareholder has his remedy by injunction to restrain the acceptance of a radical amendment. 7 Accordingly, in a case where a person subscribed for shares in the stock of a railroad corporation, which afterwards, by a vote of a major- ity of shareholders, accepted legislation transferring all its fran- chises and rights to another corporation, the legislation and the transfer depending on it were alike held void, and the latter corporation failed to enforce the subscription. 8 But the legis- lature may confer on the corporation such additional powers as tend to facilitate the accomplishment of the original pur- poses of incorporation ; and acts done in pursuance of such powers will ordinarily be binding, unless they conflict with vested rights or impair the obligation of some contract." 1 Stevens v. Rutland, etc., R. R. Co., 29 Vt. 545. Compare Durfee v. Old Colony, etc., R. R. Co., ante, §534. 2 Central R. R. Co. v. Collins, 40 Ga. 582; see Pratt v. Pratt, 33 Conn. 446. 8 Cherokee Iron Co. v. Jones, 52 Ga. 276. 4 See §§523, 534. s See §§ 450 et seq. 6 New Orleans, etc., R. R. Co. v. Harris, 27 Miss. 517; Black v. Dela- ware and Raritan Canal Co., 24 N. J. Eq. 455; Mowrey v. Indianap- olis, etc., R. R. Co., 4 Biss. 78. See Hope Mut. Fire Ins. Co. v. Beck- mann, 47 Mo. 93, 97; Alexander ». Atl. & W. P. R. R. Co., 108 Ga. 151. 7 Mowrey v. Indianapolis, etc., R. R. Co., 4 Biss. 78. But he must be guilty of no laches. Chapman v. Mud River and L. E. R. R. Co., 6 O. St. 119. 8 New Orleans, etc., R. R. Co. v. Harris, 27 Miss. 517. 9 Gifford v. New Jersey R. R. Co., ION. J. Eq. 171. See §227. Mower v. Staples, 32 Minn. 284, holds that a majority of shareholders can ac- cept an amendment to the charter increasing the number of directors from five to nine. In this case the charter was subject to alteration and amendment; see Laws of Minn. 1851, p. 22. It has been held that shareholders may be bound by provisions not ac- 563