Page:Federal Reporter, 1st Series, Volume 9.djvu/655

640 IBDRBAL BEFOaiEB. �Cass V. Manchester Ihon & Steel Co. and others. (Vircuit Court, W. B. Pennsyhania. December 27, 1881.) �1. COKPOBATIONS— POWBES. �The charter of a corporation is the measure of its powers, and the enumera- tion of these powers implles the exclusion of all others. �2. Samb — Pabticulab Chabtbk Construed. �The Manchester Iron & Steel Company, a private corporation incorporates by an act of the legislature of Pennsylvania, has no power under its charter to lease its plant. �3. SaME— POWBB OF THE BoABD OP DlHECTORS. �Bven if such power exists in the corporation, the board of directors cannot exercise it against the protest of the owner of a maiority of the stock. �In Equity. Motion for preliminary injunction. �George Gray and Knox & Reed, for complainant. �Hampton e Dalzell, for respondents. �McKeknan, C. J. The Manchester Iron & Steel Company is a private corporation, authorized by an act of the legislature of Penn- sylvania, passed April 29, 1874. By the certificate of its incorpora- tion it is placed in the claas of corporations for profit, and under the seventeenth division of that class, as a corporation for "the manufac- ture of iron or steel, or both, or any other metal, or of any article of commerce from metal or wood, or both." Its powers, therefore, are derived from and are defined by the thirty-eighth section of the act, which relates speoially to corporations of that description. The first clause of that section, which is the only portion of it that is material, provides that — �" Every such corporation may, in the manner prescribed in this act, increase its capital stock to an aniount not exceeding $5,000,000, and shall have the right to purchase, lease, hold, mortgage, and sell real estais and mining rights, to prove and open mines, to mine and prepare for market, or for theirown use and consumption, coal, iron ore, and other minerais, and to erect and construct furnaces, forges, mills, foundries, manufactories, and such other improve- ments and erections as they may deem necessary, and to manufacture iron and steel, or any other metal, or either thereof, in all shapes and forms, and either of these metala, exclusively or in combination with other metals, or with wood, and to transport all of said articles or any of thern to market, and to dispose of the same, and do all such other acts and things as a successf ul and convenient prosecution of said business may require, provided they shall not, at any time, have more than 10,000 acres of land within this common- wealth, including leased lands." �The organization of the company defendant embraces a president and four directors, of whom the complainant is one, and repreaents, ��� �