Page:Federal Reporter, 1st Series, Volume 9.djvu/657

642 FEDERAL REPORTER. , �IB oBvious tfeat' the powers conferred upon it are incidental and aux- iliary to the main purpose of its ereation, and are to be exeroised through its corporate organization. In the thirty-eighth section of the statute (quoted above) the powers of the' corporation are emi- merated specificaliy, but the power to lease is not f ound in this enu- meration. In the language of Judge Miller, this omission "implies the' exclusion" of such power. The powarto lease is given, but it is to acquire property in that mode. Even if it can be construed other- wise, or can be implied from, or is embraeed in, the express power to sell, as was argued, it ia limited in its exercise to real estate and mining rights, andidoes nol eomprehond the entire plant of the cor- poration. �We are of opinion, then, that the charter contemplates and author- izes the prosecution of the business described in it, by the corporation iteelf, by the direct agency and under the ■ supervision, manage- ment, an<l administration of the corporate offioers whom the stock- holders-may select for that ipurpose; and that a contract which involves a relinquishment of this faculty, or a transfer of it to others, is beyond the scope of the power'of the corporation. �But if this conclusion is the resuit of too stirict a construction of the charter, we are of opinion that the power in question is not exer- eisable independently of the judgment of the stockholders. The direct-ors and officers of a corporation are its exclusive executive agents, and, as it can only act by and through them, the powers vested in the corporation are deemed t»ibe conferred upon its repre- sentatives; but they are, nevertheless, trustees for the stockholders. The law recognizes the stockholders as the ultimately controlling power in the corpojjation, becausethey may, at each authorized elec- tion, entirely change iia organization, and may, at any time, keep their trustees within the line of faithful administration by an appeal to a court of equity. Hence, it bas beeii held that the directors of a corporation cannot alone increase ita capital stock, where such in- crease was authorized by its charter, "at the.pleasure of said corpo- ration," and where it was provided "that all the powers of said cor- poration shall be vested in and esercised by a board of directors," etc. ; and this for the reasoh- that "the general power to peform all corpo- rate acts refers to the ordinary business transactions of the corpora- tion," and not to a change so fondamental and organic. 18 Wall. 234. �The change proposed here is not organic, it is true, but it is thorough and fundamental, as it affecta the administration of the company'a ��� �