Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/533

CHAP. VIII.] CORPORATION AND STATE. [§ 502. purposes, and this duty the state may enforce, 1 or, at its option, forfeit the franchises of the corporation. But in these respects, and especially in respect of enforcing the fulfillment of the pur- poses of incorporation, the word " alter " must be reasonably construed, and the power of the state held restricted to legisla- tion fairly amendatory of the original constitution. 2 The state may at any time repeal the constitution of the corporation, but the state cannot, under the reserved power to alter, substitute 1 The assumption by the corpora- tors of a duty towards the public does not imply any contractual relations between the corporation and the state. Every member of a commu- nity is affected with duties towards it, and by changing his occupation he usually assumes duties with which he was not affected prior to the change. Duties to the public are mostly negative, and may be summed up in the maxim, Sic utere tuo ut alienum non Icedas; but in the case of a (private) corporation incorpo- rated for a public purpose its duties towards the public may be positive. The point to be regarded is that the state does not contract, but simply passes a law, expressly reserving the rightto alter or appeal. Davis, P. J., says in People v. New York Cent. & H. R. R. Co., 28 Hun, 543: "The power of the state to compel a rail- road company by mandamus to per- form its duties, rests as firmly on the ground that that duty is a public trust, which having been conferred by the state, and accepted by the corporation, may be enforced for the public benefit, as upon the contract between the corporation and the state." 2 The right of the legislature under reservation of power to amend, alter, or repeal the charter of a railroad company, includes authority to with- draw powers already granted, and to confer new powers and require their 33 exercise, and is independent of the assent of the corporation. A statute requiring certain railroad corpora- tions to unite in a passenger station in Worcester, and to extend their tracks in that city to such station, and after such extension to discon- tinue certain portions of their pres- ent locations, is a valid exercise of the power to alter and amend. Mayor, etc., of Worcester ». Norwich & Wor- cester R. R. Co., 109 Mass. 103. See English u. New Haven & Northamp- ton Co., 32 Conn. 240; Robinson u. Gardiner, 18 Gratt. (Va. ) 509; Sprigg v. West. Tel. Co., 46 Md. 67; West End, etc., R. R. Co. u. Atlanta, etc., R. R. Co., 49 Ga. 151 ; compare Yeaton v. Bank of the Old Dominion, 21 Gratt. (Va.) 593; Dow i R. R. Co., 67 N. H. 1. Under such reservation rates of toll may be limited. Parker o. Metropolitan R. R. Co., 109 Mass. 506; see Fitchburg R. R. Co. o. Grand Junction R. R. and Depot Co., 4 Allen, 198; Amer. Coal Co. o. Consolidation Coal Co., 46 Md. 15; see §§ 476a, 4766. Where by a railway charter, a general power is given to consoli- date with, purchase, lease, or acquire the stock of other roads, which power has remained unexecuted, the legis- lature may declare, by subsequent acts, that this power shall not ex- tend to the purchase, lease or con- solidation with parallel or compet- ing lines. Pearsall o. Railway, 161 U, S. 647. See Louisville, etc., R. 513