3. The duty of courts to hold corporations to the strictest letter of their grants. 4. The character of the contract which a share-holder enters into when he becomes a member of the corporation. 5. The rights of a share-holder to the corporate property and to have the funds of the company applied to the objects expressed in the charter. 6. What acts are and what are not ultra vires. 7. The rights of the majority of share-holders. 8. The rights of the minority. 9. Proxies. 10. The power of a corporation to sell its franchises. 11. The effect of amalgamations on the property of bond-holders. 12. Can corporations, when they have the right to consolidate, prescribe that the stockholders shall take common or preferred stock, or both, in payment. 13. Can railroad corporations issue preferred and common stock, without special authority from the legislature for that purpose. 14. Can the name of a corporation be changed without an act of the legislature. 15. Extra territorial acts. 16. The jurisdiction of courts of equity over corporations. 17. The rights, duties, and liabilities of directors. 18. The public policy of the matter. 19. The doctrine of trusts as applied to directors. 20. When a ratification or confirmation by share-holders of the illegal and hatted acts of directors is binding and when unauthorized not. I. POINTS AND AUTHORITIES. It is an aphorism in law that a corporation is the mere creature. of the statute, and has no powers whatever except those that are expressly given it. In Perrine v. Chesapeake & Delaware C. Co., 9 How. 184, TANEY, C. J, said: "It is the well-settled doctrine of this court, that a corporation created by statute, is a mere creature of the law, and can exercise no powers except those which the law confers upon it, or which are incident to its existence." See, also See Head & Amory v. Providence Insurance Co., 2 Cranch, 127. Dartmouth College v. Woodward, 4 Wheaton, Bank of U. S. v. Dandridge, 12 Wheat. 64. Bank of Augusta v. Earle, 13 Pet. 587. Straus et al. v. Eagle Ins. Co. of Cincinnati, 5 Ohio, 61. The Mayor of Norwich v. The Norfolk Railway Co., 30 E. L. & Eq., 137. In this case, the court say, that "the principle of the limited power of corporations is founded on the soundest principles, and established by several cases.' In the case of White's Bank of Buffalo v. Toledo Insurance Company, 12 Ohio State Rep. 605 It is too well settled to be disputed at this time, that the powers and capacities of a corporation are derived solely from its charter, which, like every other statute, is to be construed as an entirety, and with a view to ascertain the intention of the legislature, and, if practicable, to harmonize its various provisions; and if, upon a fair construction of its charter, the contract under consideration is not expressly given, nor clearly implied from the granted powers, the powers cannot be said to exist. A corporation, which is a mere creature of the law, can only exercise such powers as are conferred upon it by the act of incorporation. A corporation is the mere creature of law, and cannot act at all without law. A contract made by it, without authority, is void, even in the hands of a bona fide holder for value. pacity to contract cannot be enlarged by estoppel. Its legal ca Conn. Medical Life Ins. Co. v. Cleveland, &c., 1 American Law Register, 282. 1 R. I., 165. A corporation is not only incapable of making contracts which are forbidden by its charter but in general it can make none which are not necessary, either directly or indirectly, to effect the objects of its creation. Rock River Bank v. Sherwood, 10 Wis., 231. Chief Justice MARSHALL said that a "corporation is the mere creature of the act to which it owes its existence, all the qualities and disabilities annexed by the common law to ancient institutions of this sort it may correctly be said to be precisely what the incorporating act has made it, to derive all its powers from that act and to be capable of exerting its faculties only in the manner which that act authorizes." Charles River Bridge v. Warren Bridge, 11 Peters 420. Bank of Augusta v. Earle, 13 Peters, 587. Debolt v. Ohio Life Ins. & Trust Co., Ohio, 574. Pearce v. Madison & Indianapolis R. R. Co., Head et al. v. the Providence Insurance Co., 2 Rock River Bank v. Sherwood, 10 Wis., The Penn., Del., & Md. Steam Navigation Angel & Ames, in their work upon corporations, Sec. 256, say: "And here we would observe that a corporation and individual stand upon very different footing. The latter existing for the general good of society may do all acts and make all contracts which are not, in the eye of the law, inconsistent with this great purpose of his creation; whereas, the former haing been created for a specific purpose, not only can make no contract forbidden by its charter, which, as it were, the law of its nature, but in general can make no contract which is not necessary, either directly or indirectly to enable it to answer that purpose." Rock River Bank v. Sherwood, 10 Wis. 236. Madison, &c., Plank Road Co. v. Watertown, &c., Plank Road Co., 7 Wis., 59. In Bartholomew v. Bentley, 1 Ohio State Repts. (N. S.), 41, the court said: "No principle of law is, at this day, better established or supported by stronger reason than that 'à corporation is strictly limited to the exercise of those powers which are specifically conferred upon it. The exercise of the corporate franchise being restrictive of individual rights cannot be extended beyond the letter and spirit of the act of incorporation.' 4 Peter, 152. Bank of Chilicothe v. Swayne, 8 Ohio, 286. The books literally swarm with cases which establish this doctrine, and could be multiplied almost indefinitely. II. RULES OF CONSTRUCTION OF CORPORATE CHARTERS. 1. No Corporate Power is ever Created by Implication or Extended by Construction. In the case of Charles River Bridge v. Waaren Bridge, 11 Peters, 543, TANEY, C. J., said: "Much has been said, in the argument, of the principles of con"struction by which this law is to be expounded, and what undertakings, on the part of the State, may be implied. The court "think there can be no serious difficulty on that head. It is the grant of certain franchises by the public to a private corporation, "and in a matter where the public interest is concerned. The rule of construction in such cases, is well settled, both in England and "by the decisions of our own tribunals. In 2 Barn. & Adol., 793, "in the case of the proprietors of the Stourbridge Canal, against Wheely and others, the court say, 'the canal having been made, "under an act of parliament, the rights of the plaintiffs are de"rived entirely from that act. This, like many other cases, is a "bargain between a company of adventurers and the public. The "terms of which are expressed in the statute, and the rule of 66 |