Page:Federal Reporter, 1st Series, Volume 1.djvu/498

490 FEDERAL REPORTER. �given liberal construction to the reservation of power to alter, amend, and repeal a charter, and have sustained some acts of legislation made under such a reservation, which are at least questionable." 99 U. S. 748. �In Miller v. The State, 15 Wall. 498, the supreme court says : "Power to legislate founded upon such a reservation in a charter to a private corporation is certainly not vrithout limit, and it may well be admitted that it cannot be exercised to take away or destroy rights acquired by virtue of such charter, and which, by a legitimate use of the powers granted, have become vested in the corporation; but it may be safely affirmed that the reserved power may be exercised and to almost any extent to carry into effect the original purposes of the grant, or to secure the due administration of its affairs, so as to protect the rights of the stockholders and of creditors, and for the proper disposition of the assets. Such a reservation, it is held, will not warrant the legislature in passing laws to change the control of an institution from one religious seet to another, or to divert the fund of the donors to any new use, inconsistent with the intent and purpose of the charter, or to compel subsoribers to the stock, whose subscription is con- ditional, to waive any of the conditions of their contract." State y. Adams, 44 Mo. 570; Zabriskie v. R. Co. 3 C, E. Green, 178-180; Sage v. Billard, 15 B. Mon. 340-359. These cita- tions sufficiently indicate the nature, objeet, and, to a certain degree, the extent of the powers reserved in the clause in ques- tion ; and, although they do not define their limits in every direction, they lay down certain ne plus ultra boundaries, which the legislature may not pass. �Over ail the rights, privileges and immunities conferred by the charter upon the corporation, and which are derived from the charter, the legislature has control. But, in the language of the supreme court, "the rights and interests acquired by the Company, and not constituting a part of the contract of corporation, stand upon a different footing." 96 U. S. 571. �The right to use a corporate name and seal, the right, under that name, to sue and be sued, to acquire property and to contract, are rights which owe their existence to the charter. ��� �