hereafter enacted without the concurrence of two-thirds of each branch of the legislature, and with a reserved power of revocation by the legislature." 1 "The legislature shall pass no law altering or amending any act of incorporation heretofore granted without the assent of two-thirds of the members elected to each house; nor shall any such act be renewed or extended. This restriction shall not apply to municipal corporations." 2 "No vote, resolution, law or order, shall pass, granting a donation, or gratuity, in favor of any person, except by the concurrence of two-thirds of each branch of the general assembly, nor by any vote, to a sectarian corporation or association." 3

§ 559. Duration of Corporations Limited.—"No act of incorporation which may be hereafter enacted shall continue in force for a longer period than twenty years, without the re-enactment of the legislature, unless it be an incorporation for public improvement." 4 "No corporation, except for municipal purposes, or for the construction of railroads, plank roads and canals, shall be created for a longer time than thirty years. 5

§ 560. Power of Creating Corporations devolved on the Courts."The general assembly shall have no power to grant corporate powers and privileges to private companies, except to banking, insurance, railroad, canal, navigation, mining, express, lumber, manufacturing, and telegraph companies; nor to make, or change, election precincts; nor to establish bridges or ferries; nor to change names of legitimate children; but it shall prescribe, by law, the manner in which such powers shall be exercised by the courts. But no charter for any bank shall be granted or extended, and no act passed authorizing the suspension of specie payments by any bank, except by a vote of twothirds of the general assembly. The general assembly shall pass no law making the State a stockholder in any corporate company; nor shall the credit of the State be granted or loaned to aid any company without a provision that the whole property of the company shall be bound for the security of the State, prior to any other debt or lien, except to laborers; nor to any company in which there is not already an equal amount invested by private persons; nor for any other object than a work of public improvement." 6

1 Del. Const. of 1831, art. 2, § 17. 2 Mich. Const. of 1850, art. 15, § 8. 3 Ga. Const. of 1868, art. 3, § 6, No. 2.

4 Del. Const. of 1831, art. 2, § 17.

5 Mich. Const. of 1850, art. 15, § 10. See Attorney-General v. Perkins, 73 Mich. 303; s. c. 41 N. W. Rep. 426.

6 Ga. Const. of 1868, art. 3, § 6,

No. 5.

§ 561. Saving Rights Arising during the Civil War.-" All rights, privileges, and immunities which may have vested in or accrued to any person or persons, or corporation, in his, her, or their own right, or in any fiduciary capacity, under any act of any legislative body sitting in this State as such, or of any decree, judgment, or order of any court, sitting in this State under the laws then of force and operation therein, and recognized by the people as a court of competent jurisdiction, since the 19th day of January, 1861, shall be held inviolate by all courts of this State unless attacked for fraud, or unless otherwise declared invalid by, or according to, this constitution." 1

§ 562. Provisions as to Religious Corporations.

"The title

to all property of religious corporations shall vest in trustees, whose election shall be by the members of such corporations." 2

"The general assembly shall not grant a charter of incorporation to any church or religious denomination, but may secure the title to church property to an extent to be limited by law.' "No charter

3

of incorporation shall be granted to any church or religious denomination. Provision may be made by general laws for securing the title to church property and for the sale and transfer thereof, so that it shall be held, used, or transferred for the purposes of such church or religious denomination." 4

§ 563. Police Power over Corporations not to be Abridged.— "The exercise of the police power of the State shall never be abridged, or so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals or the general well being of the State." 5

§ 564. Bills Creating Corporations Continued till next Session of Legislature. "Hereafter, when any bill shall be presented to either house of the general assembly to create a corporation, for any other than for religious, literary, or charitable purposes, or for a military or fire company, it shall be continued until another election of members of the general assembly shall have taken place, and such public notice of the pendency thereof shall be given as may be required by law."

§ 565. Laws to be Passed Protecting Laborers. "The legislature shall, at its first session, pass laws to protect laborers on

Ga. Const. of 1868, art. 11, No. 5. 2 Kan. Const. of 1859, art. 12, § 3. 3 Va. Const. of 1870, art. 5, § 17.

• W. Va. Const. of 1872, art. 6, § 47.
5 Mo. Const. of 1875, art. 12, § 5.
6 R. I. Const. of 1842, art. 4, § 17.

public buildings, streets, roads, railroads, canals, and other similar public works against the failure of contractors and sub-contractors to pay their current wages when due, and to make the corporation, company, or individual for whose benefit the work is done responsible for their ultimate payment." "1

-

§ 566. Bonus to be Paid to the State. "No corporation, company, or association, other than those formed for benevolent, religious, scientific, or educational purposes, shall be created or organized under the laws of this State, unless the persons named as corporators shall, at or before the filing of the articles of association or incorporation, pay into the State treasury fifty dollars, for the first fifty thousand dollars or less of capital stock, and a further sum of five dollars for every additional ten thousand dollars of its capital stock. And no such corporation, company, or association shall increase its capital stock without first paying into the treasury five dollars for every ten thousand dollars of increase: Provided, That nothing contained in this section shall be construed to prohibit the general assembly from levying a further tax on the franchises of such corporation."2

99

§ 567. Meaning of the Word "Corporation as Used in American Constitutions. "The term corporation,' as used in this article, shall be construed to include all joint-stock companies, or any associations having any of the powers or privileges of corporations not possessed by individuals or partnerships.' "The term

94

. corporation' as used in this article, shall be construed to include all associations and joint-stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships," "except such as embrace banking privileges."5"The term 'corporation,' as used in this article shall be held and construed to include all associations and joint-stock companies, having or exercising any of the powers or privileges of corporations not possessed by individuals or partnerships; and all corporations shall have the right to sue, and shall be subject to be sued in all courts in like cases as natural persons, subject to such regulations and conditions as may be prescribed by law." 6

1 Tex. Const. of 1876, art. 61, § 35. 2 Mo. Const. of 1875, art. 10, § 21. 8 Ala. Const. of 1875, art. 13, § 13; Mo. Const. of 1875, art. 12, § 11 (in substance); N. C. Const. of 1876, art. 8, § 3; Penn. Const. 1873; art. 16, § 13; Idaho Const. 1889, art. 11, § 16. 4 Cal. Const. of 1879, art. 12, § 4;

Kan. Const. of 1859, art. 12, § 6 (in substance); Mich. Const. of 1850, art. 15, § 11 (in substance).

5 Minn. Const. of 1857, art. 10, § 1. 6 Const. Montana, 1889, art. 15, § 18; Const. Wash. 1889-90, art. 12, § 5 (in substance).

§ 568. Not to Authorize Investment of Trust Funds in Private Corporate Securities. "No act of the legislative assembly shall authorize the investment of trust funds by executors, adminisistrators, guardians or trustees in the bonds or stock of any private corporation.

ARTICLE II. RESTRAINTS UPON THE PASSAGE OF SPECIAL STATUTES CONFERRING CORPORATE PRIVILEGES.

1 Const. Montana, 1889, art. 5, § 37.

§ 573. Restraints upon the Passage of Special Acts Conferring Corporate Powers. As already seen,' the constitutions of many of the States prohibit the legislature from passing special acts creating corporations, conferring corporate powers, extending corporate charters, or remitting forfeitures thereof. These constitutional provisions will now be considered.

§ 574. Object of such Constitutional Provisions. These constitutional provisions were generally established for the purpose of correcting existing evils of a flagrant character. Their purpose was "to inaugurate the policy of placing all corporations of the same kind upon a perfect equality as to all future grants of power; of making such laws applicable to all parts of the State, and thereby securing the vigilance and attention of its whole representation; and, finally, of making all judicial constructions of their powers, or the restrictions imposed upon them, equally applicable to all corporations of the same class."?

Such constitu

§ 575. Such Provisions not Retroactive. tional provisions are not regarded as retroactive, unless they are declared so in express terms; and if by their terms retroactive, they would be invalid. They do not operate to vacate charters already granted by special acts, where those charters have been accepted and acted upon, as by organizing the corporation under them. If, prior to the adoption of a constitution containing such a prohibition, the legislature creates by a special act a corporation, e.g., a railroad company, and the company in good faith enters upon the construction of its road before the

1 Ante, § 539, et seq.

Atkinson v. Marietta &c. R. Co., 15 Oh. St. 21, 35; quoted with approval in San Francisco v. Spring Valley Water Works, 48 Cal. 493, 518. See also Van Riper v. Parsons, 40 N. J. L. 1.

3 Ante, § 66; post, Ch. 117.

State v. Stormont, 24 Kan. 686. Compare Atchison v. Bartholow, 4 Kan. 124; State v. Young, 3 Kan. 445; State v. Hitchcock, 1 Kan. 178; Slack v. Maysville &c. R. Co., 13 B. Monr.

(Ky.) 1, 17; State v. Illinois Central R. Co., 33 Fed. Rep. 730; Covington v. East St. Louis, 78 Ill. 548. Section 1 of article 1 of the Illinois constitution of 1870 was not designed to repeal the general law on the subject of private corporations in force prior to the adoption of the constitution, and all corporations framed under such law after the adoption of the constitution were held formal and effectual. Meeker v. Chicago Cast Steel Co., 84 Ill. 276.