The Constitution of Michigan adopted in 1850, art. 15, § 1, is as follows: "Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes. All laws passed pur-of guarantee capital standing in his name on suant to this section may be amended, altered, or repealed." 1 Charters and Constitutions, 1008. The general law of Michigan of March 30, [47] 1869, entitled "An Act in Relation to Life Insurance Companies Transacting Business within This State," contained the following provisions: pany in Detroit. They shall be chosen by In 1885 the legislature of Michigan passed By 1 "any number of persons not less an act entitled "An Act to Secure the Minorthan thirteen may associate together and ity of Stockholders, in Corporations Organform an incorporated company for the pur-ized under General Laws, the Power of Electpose of making insurance upon the lives of individuals, and every insurance pertaining thereto, and to grant, purchase, and dispose of annuities." By 2 "the persons so associating shall subscribe articles of association, which shall contain . 4. The manner in which the corporate powers are to be exercised, the number of directors and other officers, and the manner of electing the same, and how many of the directors shall constitute a quorum, and the manner of filling all vacan7. Any terms and conditions of membership therein, which the corporators may have agreed upon, and which they may deem important to have set forth in such cies. articles. By 5 "the articles of association shall be submitted to the attorney general for his examination, and, if found by him to be in compliance with this act, he shall so certify to the secretary of state." Stat. 1869, chap. 77; 1 Laws of Michigan of 1869, p. 124. Under that statute the Michigan Mutual Life Insurance Company was duly organized July 3, 1870, with articles of association, the fourth of which provided as follows: ing a Representative Membership in Boards Directors were elected in accordance with directors. fices of directors. "The corporate powers of the company shall be exercised by a board of directors, which shall consist of twenty-one members, which may be increased at the option of the board to not more than forty. The first meeting for the election of directors shall be called by the present officers, and held as soon as practicable after these articles shall take effect. No person shall be eligible who is not owner of at least ten shares of the guarantee capital of the company, and at least two thirds of the directors shall be residents of the state of Michigan. The board, at their first meeting, shall divide themselves by lot into three equal classes, as near as statute of 1885 to be constitutional and The supreme court of Michigan held the may be, whose terms of office shall expire at valid, and adjudged that the relators were the end of one, two, and three years respec- elected directors, and should have been so detively, and thereafter one third of the direc-clared. 111 Mich. 498, 69 N. W. 929. The tors shall be chosen annually for the class whose term then expires, who shall hold of defendants sued out this writ of error. [48] fice for three years, or until their successors are elected; but the first board of directors, whose terms shall not have expired previous to the last Tuesday in January, shall continue in office until the last Tuesday in January following. The election of directors shall be had at the annual meeting of the company, which shall be held on the last Tuesday in January, at the office of the com Mr. C. A. Kent submitted the cause for plaintiff in error: Articles of association are generally contracts by the members. Cook, Stock & Stockholders, § 492; Zabriskie v. Hackensack & N. Y. R. Co. 18 N. J. Eq. 178, 90 Am. Dec. 617; Snook v. Georgia Improv. Co. 83 Ga. 61, 9 S. E. 1104; 1 Morawetz, Priv. Corp. §§ 43 et seq. 1 A charter given to a theological seminary, providing for its government by a number of trustees, who are authorized to fill vacancies, cannot, under the reservation of a power to amend, be changed by the legislature by adding sixteen new trustees. Sage v. Dillard, 15 B. Mon. 340. The right to amend the charter may be expressly reserved, but that right does not confer the power of taking from the corporators the control of the corporate property, or of changing the object of the charter by taking from those having a right to select their officers that right, and placing it in the hands of those whose stock, by reason of the increased power conferred by the amendment, is enabled to control the corpo ration. Orr v. Bracken County, 81 Ky. 593. The object and purpose of a reserved power to amend or repeal corporate acts is for the benefit of the public, to be exercised by the state. Zabriskie v. Hackensack & N. Y. R. Co. 18 N. J. Eq. 178, 90 Am. Dec. 617. While the state, if it reserves the power to do so, can alter and amend the charter, and the corporation itself cannot object to the alteration or amendment, yet the state has no power to make any material essential alteration in the contract between the members themselves and the corporation. Snook v. Georgia Improv. Oo. 83 Ga. 61, 9 S. E. 1104. ▲ contract between a building and loan association and its stockholders, valid when made, cannot be changed by an act of legislature. Fisher v. Patton, 134 Mo. 32, 33 S. W. 451, 34 S. W. 1096. Rights in the streets of a city, acquired by the exercise of the franchises of a corporation, cannot be taken away by any amendment or repeal, however broad may be the reservations. Detroit v. Detroit & H. Pl. Road Co. 43 Mich. 140, 5 N. W. 275; People v. O'Brien, 111 N. Y. 1, 2 L. R. A. 255, 18 N. E. 692. Under a reservation of power to amend or repeal charters, the state may not disturb, affect, or impair rights, either of the corporation or of its shareholders, previously acquired while the corporate franchises were being legally exercised. Hill v. Glasgow R. Co. 41 Fed. Rep. 610; Southern P. Co. v. Railroad Comrs. 78 Fed. Rep. 236; Tomlinson v. Jessup, 15 Wall. 458, 21 L. ed. 205; Shields v. Ohio, 95 U. S. 319, 24 L. ed. 357; Greenwood v. Union Freight R. Co. 105 U. S. 13, 26 L. ed. 961. No brief was filed for defendants in erU. 8. Book 45. ror. 179 U. &. *Mr. Justice Gray, after stating the case, [51] delivered the opinion of the court: The single question in this case is whether a power, reserved by the Constitution of a state to its legislature, to alter, amend, or repeal future acts of incorporation, authorizes the legislature, in order (as declared in the title of the statute of Michigan now in question) "to secure the minority of stock. holders, in corporations organized under general laws, the power of electing a representative membership in boards of directors," to permit each stockholder to cumulate his votes upon any one or more candidates for directors. By the decision in the leading case of Dartmouth College v. Woodward, 4 Wheat. 518, 4 L. ed. 629, it was established that a charter from the state to a private corporation created a contract within the meaning of the clause in the Constitution of the United States forbidding any state to pass any law impairing the obligation of con- [59] tracts; and consequently that a statute of number of the trustees of Dartmouth College the state of New Hampshire, increasing the as fixed by its charter, and providing for the appointment of a majority of the trustees by the executive government of New Hampshire, instead of by the board of trustees as the charter provided, was unconstitutional and void. Mr. Justice Story, in his concurring opinion ment it was "perfectly clear that any act in that case, after declaring that in his judgof a legislature which takes away any powers or franchises vested by its charter in a private corporation, or its corporate officers, or which restrains or controls the legitimate exercise of them, or transfers them to other persons, without its assent, is a violation of the obligations of that charter," took occasion to add: "If the legislature mean to claim such an authority, it must be reserved in the grant." 4 Wheat. 712, 4 L. ed. 677. After that decision, many a state of the Union, in order to secure to its legislature the exercise of a fuller parliamentary or leg. islative power over corporations than would otherwise exist, inserted, either in its statutes or in its Constitution, a provision that charters thenceforth granted should be subject to alteration, amendment, or repeal at the pleasure of the legislature. See Greenwood v. Union Freight R. Co. 105 U. S. 13, 20, 21, 26 L. ed. 961, 965. The effect of such a provision, whether contained in an original act of incorporation, or in a constitution or general law subject to which a charter is ac cepted, is, at the least, to reserve to the legislature the power to make any alteration or will not defeat or substantially impair the amendment of a charter subject to it, which object of the grant, or any right vested under the grant, and which the legislature may deem necessary to carry into effect the purpose of the grant, or to protect the rights of the public or of the corporation, its stockholders or creditors, or to promote the due administration of its affairs. Sherman v. Smith, 1 Black, 587, 17 L. ed. 163; Miller v. New York, 15 Wall. 478, 21 L. ed. 98; Holyoke Water Power Co. v. Lyman, 15, ing the charter of the city of Rochester, that Wall. 500, 21 L. ed. 133; Sinking Fund city was authorized to become a stockholder Cases, 99 U. S. 700, 720, 721, sub nom. in the corporation, and to appoint four of Union P. R. Co. v. United States, 25 L. ed. the thirteen directors. Stat. 1851, chap. 496, 502; Close v. Glenwood Cemetery, 107 389, § 24. In 1867 the legislature passed U. S. 466, 27 L. ed. 408, 2 Sup. Ct. Rep. 267; another statute, authorizing the city to apSpring Valley Waterworks Co. v. Schottler, point seven of the thirteen directors. Stat. 110 U. S. 347, 28 L. ed. 173, 4 Sup. Ct. Rep. 1867, chap. 59. This court upheld the valid48; New York & N. E. R. Co. v. Bristol, 151 ity of the latter statute, upon the ground U. S. 556, 38 L. ed. 269, 14 Sup. Ct. Rep. 437. that the reservation in the Constitution of [53] *As illustrations of the right of the legisla- 1846, and in the statutes of 1828 and 1850, ture, exercising such a reserved power, to of the power to alter or repeal the charter, alter for the future the liability of stock- clearly authorized the legislature to augholders to creditors of the corporation, or ment or diminish the number, or to change the mode of computing the votes of stock- the apportionment, of the directors as the holders for directors, it will be sufficient to ends of justice or the best interests of all state two of the cases just cited. concerned might require. 15 Wall. 492, 498, 21 L. ed. 102, 104. The full extent and effect of the decision are clearly brought out by the opinion of two justices who dissented for the very reason that the agreement with respect to the number of directors which the city should elect was not a part of the charter of the company, but was an agreement between third parties, outside of and collateral to the charter, and which the legislature could not reserve the power to alter or repeal. 15 Wall. 499, 21 L. ed. 104. That case cannot be distinguished in principle from the case at bar. The case of Sherman v. Smith, 1 Black, 587, 17 L. ed. 163, was as follows: The general banking act of New York of 1838, chap. 260, provided, in § 15 that any number of persons might associate to establish a bank, upon the terms and conditions and subject to the liabilities prescribed in this act; in § 23, that no shareholder of any association formed under this act should be individually liable for its debts, unless the articles of association signed by him should declare that the shareholder should be liable; and, in § 32, that the legislature might at any time alter or repeal this act. The articles of association of a corporation organized under this act in 1844 expressly provided that the shareholders should not be individually liable for its debts. By provisions of the Constitution of New York of 1846, art. 8, § 7, and of the general statute of 1849, chap. 226, the shareholders of all banks were made liable for debts contracted by the bank after January 1, 1850. This court unanimously held that these provisions were not unconstitutional as impairing the obligation of a contract. The case of Miller v. New York, 15 Wall. 478, 21 L. ed. 98, was this: By the Revised Statutes of New York of 1828, chap. 18, tit. 3, it was enacted that "the charter of every corporation that shall hereafter be granted by the legislature shall be subject to alteration, suspension, and repeal, in the discre tion of the legislature." The Constitution of New York of 1846, art. 8, § 1, ordained as follows: "Corporations may be formed under general laws, but shall not be created by special act" except in certain cases. "All general laws and special acts passed pursuant to this section may be altered from time to time, or repealed." 2 Charters and Constitutions, 1363. In 1850 the legislature passed a general railroad act authorizing the formation of railroad corporations with thirteen directors, and providing that the subscribers to the articles of association and all who should become stockholders in the company should become a corporation, and [84] "be subject to the provisions contained in" the aforesaid title of the Revised Statutes. Stat. 1850, chap. 140, § 1. In the same year a railroad corporation was organized under that act for the construction of a railroad from the city of Rochester to the town of Portage; and in 1851, by a statute amend Remembering that the Dartmouth Col lege Case (which was the cause of the general introduction into the legislation of the several states of a provision reserving the power to alter, amend, or repeal acts of incorporation) concerned the right of a legis lature to make a change in the number and mode of appointment of the trustees or managers of a corporation, we cannot assent to the theory that an express reservation of the general power does not secure to the legisla ture the right to exercise it in this respect. Judgment affirmed. which no appeal can be taken to the, Supreme Court. cannot be enlarged by any act of Congress or by any rule of this court. [Nos. 73, 74.] The Lottawanna, 21 Wall. 558, sub nom. Rodd v. Heartt, 22 L. ed. 654. The nature and extent of the admiralty Submitted October 9, 1900. Decided October jurisdiction conferred by the Constitution 22, 1900. APPEALS from decrees of the United States Circuit Court of Appeals for the Ninth Circuit affirming decrees of the District Court for the District of Oregon in proceedings for limitation of the liability of shipowners. On motion to dismiss. Dismissed. See same case below, 61 U. S. App. 150, 90 Fed. Rep. 295, 33 C. C. A. 57. The facts are stated in the opinion. Messrs. W. W. Cotton and A. B. Browne submitted the cause for appellants: The rule limiting the liability of shipowners is applicable to all courts, both state and Federal, and the right to the limitation may be set up by the owner as a defense in any form of action in any court. The Manitoba, 122 U. S. 97, sub nom. Beatty v. Hanna, 30 L. ed. 1095, 7 Sup. Ct. Rep. 1158; The Scotland, 105 U. S. 24, sub nom. National Steam Nav. Co. v. Dyer, 26 L. ed. 1001; Craig v. Continental Ins. Co. 141 U. S. 638, 35 L. ed. 886, 12 Sup. Ct. Rep. 97. A court of admiralty has not the charac teristic powers of a court of equity. The Eclipse, 135 U. S. 599, sub nom. Rea v. The Eclipse, 34 L. ed. 269, 10 Sup. Ct. Rep. 873. This court has truly said that where a vessel is not surrendered to a trustee the proceeding to limit liability is an equitable action. Re Morrison, 147 U. S. 34, sub nom. Mor rison v. United States Dist. Ct. 37 L. ed. 67, 13 Sup. Ct. Rep. 246. The words "admiralty" and "maritime" have not the same meaning, and should not, on familiar principles, be so construed. Benedict, Admiralty, 3d ed. § 21. If several words are used which may or may not bear the same meaning, each word is held to be used in different senses, as otherwise it would appear that there had been a simple redundancy of language to express the same idea, and this redundancy is not to be presumed. Arthur v. Morgan, 112 U. 8. 500, 28 L. ed. 827, 5.Sup. Ct. Rep. 241; Anderson v. Fitzgerald, 24 Eng. L. & Eq. 1. The words "admiralty" and "maritime" have been examined in two opinions delivered by justices of this court, in connection with the jurisdiction of district courts. New Jersey Steam Nav. Co. v. Merchants' Bank, 6 How. 378, 12 L. ed. 480; De Lovio v. Boit, 2 Gall. 398, Fed. Cas. No. 3,776. The admiralty and maritime jurisdiction of the United States is to be determined as of the date of the Constitution. People's Ferry Co. v. Beers, 20 How. 401, 15 L. ed. 964. The judicial power of the United States must be determined by the laws of Congress and the decisions of this court, and by the usages prevailing in the state courts at the time the Federal Constitution was adopted. Ex parte Easton, 95 U. S. 70, 24 L. ed. 373. While the limited liability of shipowners was a rule of a modern maritime law of Europe, it was not adopted by the Civil Law, or by any of the ancient maritime codes constituting the foundation of the English admiralty law, and the rule has an existence in the United States and England solely by virtue of statute. Norwich & N. Y. Transp. Co. v. Wright, 13 Wall. 104, 20 L. ed. 585; The Scotland, 105 U. S. 24, sub nom. National Steam Nav. Co. v. Dyer, 26 L. ed. 1001; The Rebecca, 1 Ware, 188, Fed. Cas. No. 11,619; Butler v. Boston & S. 8. S. Co. 130 U. S. 555, 32 L. ed. 1017, 9 Sup. Ct. Rep. 612. When this proceeding is commenced, the jurisdiction which is exercised is not the jurisdiction of a court of admiralty, but of a court of equity, and the case is not an admiralty case, but an equitable action. Re Morrison, 147 U. S. 34, sub nom. Morrison v. United States Dist. Ct. 37 L. ed. 67, 13 Sup. Ct. Rep. 246. s. Wood submitted the cause for appellees: Messrs. George H. Williams and C. E. ed States circuit courts of appeals provides Section 6 of the act establishing the Unit that the decree of such court shall be final in admiralty cases. Aztec Min. Co. v. Ripley, 151 U. S. 79, 38 L. ed. 80, 14 Sup. Ct. Rep. 236. Proceedings under the act of Congress limiting the liability of shipowners are cases in admiralty. Norwich & N. Y. Transp. Co. v. Wright, 13 Wall. 104, 20 L. ed. 585; The Benefactor, 103 U. S. 239, sub nom. New York & W. 8. S. Co. v. Mount, 26 L. ed. 351; Providence & N. Y. 8. S. Co. v. Hill Mfg. Co. 109 U. 8. 578, 27 L. ed. 1038, 3 Sup. Ct. Rep. 379, 617; Butler v. Boston & 8. 8. 8. Co. 130 U. S. 527, 32 L. ed. 1017, 9 Sup. Ct. Rep. 612; Supreme Court Rules of Practice in Admiralty, 54-57. *Mr. Chief Justice Fuller delivered the [55] opinion of the court: These were petitions for a limitation of liability of shipowners, filed in the district court of the United States for the district of Oregon, sitting in admiralty, which proceeded to decree in that court. From this decree appeals were prosecuted to the United States circuit court of appeals for the ninth circuit and the decree affirmed. 61 U. S. App. 150, 90 Fed. Rep. 295, 33 C. C. A. 57. From that decree appeals were taken to this court, which appellees now move to dismiss. By the 6th section of the judiciary act of In March 3, 1891, it is provided that the judg- upon this court; and where the general regments or decrees of the circuit courts of ap-ulations adopted by this court do not cover peals in admiralty cases shall be final; and the entire ground, it is undoubtedly within no appeal to this court lies therefrom. If, the power of the district and circuit courts, [56] then, proceedings under the act of Congress as courts of admiralty, to supplement them to limit the liability of shipowners, and the by additional rules of their own. rules of this court in that regard, are ad- promulgating the rules referred to, this court miralty cases, it follows that the motions to expressed its deliberate judgment as to the dismiss must be sustained. Proper mode of proceeding on the part of shipowners for the purpose of having their rights under the act declared and settled by the definitive decrce of a competent court, which should be binding on all parties interested, and protect the shipowners from being harassed by litigation in other tribu By the 2d section of article 3 of the Constitution, the judicial power extends "to all cases of admiralty and maritime jurisdiction," the word "maritime" having been added, out of abundant caution, to preclude a narrow interpretation of the word "admiralty." The jurisdiction to limit the liability of shipowners was conferred upon the district courts by the act of Congress of March 3, 1851 (9 Stat. at L. 635, chap. 43), carried forward into §§ 4282 to 4289 of the Revised Statutes. It was not until December term, 1871, in the case of the Norwich & N. Y. Transp. Co. v. Wright, 13 Wall. 104, 20 L. ed. 585, that the court was called upon to interpret the act, and to adopt some general rules for the purpose of carrying it into effect, and this was done at that term. 13 Wall. xii., xiii., 20 L. ed. 926, 927; Rules of Practice in Admiralty, 54-58. nals. We see no reason to modify these views, and, in our judgment, the proper district court, designated by the rules, or otherwise indicated by circumstances, has full jurisdiction and plenary power, as a court of admiralty, to entertain and carry tion of the law, in all its parts." on all proper proceedings for the due execu Clearly, then, these were admiralty cases; the decrees of the Circuit Court of Appeals were made final by the statute; and the ap peals must be dismissed. *DANIEL WILEY, Piff. in Err., [58] v. The power of Congress to pass the act of 1851, and the power of this court to pre- D. L. SINKLER, T. Ď. Lanigan, and Ben scribe rules regulating proceedings thereunder, were maintained in that case, and were recognized and reaffirmed in many subsequent cases. The Benefactor, 103 U. S. 239, sub nom. New York & W. S. 8. Co. v. Mount, 26 L. ed. 351; The Scotland, 105 U. S. 24, sub nom. National Steam Nav. Co. v. Dyer, 26 L. ed. 1001; Providence & N. Y. 8. S. Co. v. Hill Mfg. Co. 109 U. S. 578, 27 L. ed. 1038, 3 Sup. Ct. Rep. 379, 617; Butler v. Boston & S. S. 8. Co. 130 U. S. 527, 32 L. ed. 1017, 9 Sup. Ct. Rep. 612; Re Morrison, 147 U. S. 14, 34, sub nom. Morrison v. United States Dist. Ct. 37 L. ed. 60, 67, 13 Sup. Ct. Rep. 246. In the latter case the proceeding is styled "an equitable action," but not in any sense as inconsistent with the admiralty jurisdiction. In these cases the provisions of the act and of the rules are fully set forth, explained, and commented on, and need not be repeated. As decisive of the question before us it will be sufficient to give the following extracts from the opinion of the court, delivered by Mr. Justice Bradley, in Providence & N. Y. 8. S. Co. v. Hill Mfg. Co.: jamin Elfe. (See S. C. Reporter's ed. 58-67.) Error to circuit court-constitutional question-right to vote for member of Congress-jurisdiction of circuit courtamount in dispute-sufficiency of pleading—right of unregistered voter to contest statute. 1. 2. The right to vote for members of the Congress of the United States has its foundation in the Constitution of the United States, and therefore a case involving the question may be brought directly from the circuit court to the Supreme Court, under the act of Congress of March 3, 1891, chap. 517, § 5, cl. 4 (26 Stat. at L. 828). An action against election officers to recover damages for the rejection of a vote for a member of the House of Representatives for the United States, in which the damages are laid at the sum of $2,500, is within the Jurisdiction of the circuit court of the United States, concurrent with the courts of the state. "The subject is one pre-eminently of admiralty jurisdiction. The rule of limited lia-3. The amount of damages which plaintiff bility prescribed by the act of 1851 is noth- shall recover in an action for rejecting his vote for a member of Congress is peculiarly ing more than the old maritime rule adminappropriate for the determination of a jury, istered in courts of admiralty in all counand therefore when the damages are laid at tries except England, from time immemothe sum of $2,500, no opinion of the court [57] rial; and if this were not so, the subjectupon that subject can justify it in holding matter itself is one that belongs to the de- that the amount in controversy is less than partment of maritime law. The adoption of NOTE.-A8 to how far the right to vote is forms and modes of proceeding requisite and absolute-see State ex rel. Allison v. Blake (N. proper for giving due effect to the maritime J. L.) 25 L. R. A. 480 and note. rule thus adopted by Congress, and for se- As to jurisdiction of circuit court as deter curing to shipowners its benefits, was, there-mined by the amount in controversy-see notes to Auer v. Lombard, 19 C. C. A. 75; Tennentfore, strictly within the powers conferred Stribling Shoe Co. v. Ruper, 36 C. C. A. 459. |