Page:Memphis & Little Rock Railway Co. v. Berry.pdf/14

, nor about organizing such a one, and gives no directions either as to time, manner or place." Indeed the original act, on the very face of it, utterly negatives the idea that it was ever intended for any such purpose as or anizing a successor to the corporate entity the old company, which was then and thereby created. The directions as to the organization under the act are all detailed and specific as to the names even of the persons who were to act as commissioners, the place where they were to meet and the name of the corporation. The whole machinery provided has reference, and sole reference, to the birth of the corporate being then created.

And it must be borne in mind that if this claim of appellant be well founded, then in the magic power of these few words may well be claimed authority for this corporation, by the same right and the same process, to clothe a successor to itself with all these rights, privileges and immunities, and that to give rise to another, and so on ad infinitum. The argument, if good for this corporation, would clothe it with all the powers of the first, among others, that of "mortgaging its charter;" that is, the old charter; and thus providing, by another sale and purchase, for the evolution of its successor in like manner as this one is evolved from the original company. Thus, by implication, providing for an unlimited succession of independent and separate corporations for all time to come.

The birth of each new corporation includes the exercise of the sovereign power of the State; a power, as we have seen, to be preserved "undiminished and unimpaired" for the benefit of the community. Could such legislation be sustained, even if it were clearly expressed in the act creating the original company? It certainly cannot, by implication, be impressed on a doubtful clause.

It is not devolved on the State in such a controversy to

41 Ark.—29