THE EQUITABLE SITUATION capital stock, and was g ven the right to name four-thirteenths of the directors. Sub sequent to the organization of the road, a number of the private individuals who had subscribed to its stock failed to pay their subscriptions, and as a result the city was left with its $300,000 of stock to but $255,200 held by other parties, instead of $677,500, as originally contemplated, and yet was re stricted by the legislative act to the right to nominate but four-thirteenths of the di rectors, although it now held approximately seven-thirteenths of the stock. Subse quently, an act was passed granting the city the right to choose one director for •every $42,855.71, three-sevenths of the cap ital stock of the railroad company held by the city, in other words, increasing its pro portion of the board from four-thirteenths to seven-thirteenths. The question involved in the case was as to the constitutionality of the latter act, it being claimed that it deprived the individual subscribers of prop erty rights given to them under their con tract of subscription. The court held, how ever, that this was not the case, saying that the various statutes upon the subject "clearly give to the legislature the power to augment or diminish the number or to change the apportionment as the ends of justice or the best interest of all concerned may require. "All parties supposed when the charter was formed and when the subscriptions to the stock were paid, that the capital stock would be $800,000 and that the right con ceded to the city to elect four out of the thirteen directors would give the city a fair proportion of the whole number, but cir cumstances have changed in consequence of the failure of a large class of the subscribers to the stock to make good their subscrip tions. Payments being refused, the corpo ration found it necessary to reduce the cap ital stock and to shorten the route as before explained. "These changes from the original design made new legislation necessary to the ends
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of justice and the amendatory act was passed to effect that object, and the court is of the opinion that the amendatory act is a valid law." Bradley and Field, JJ., dissented from this decision. In Looker v. Maynard, supra, the Supreme Court sustained the validity of a statute of the state of Michigan providing for cumula tive voting in the election of directors of corporations, holding in a brief opinion that the legislation amounted to a mere regula tion of the mode by which directors were to be elected by the stock-holders, and con cluding as follows : * "Remembering that the Dartmouth Col lege case (which was the cause of the gen eral introduction into the legislation of the several states of a provision reserving the power to alter, amend, or repeal acts of incorporation) concerned the right of a legis lature to make a change in the number and mode of appointment of the trustees or managers of a corporation, we cannot as sent to the theory that an express reserva tion of the general power does not secure to the legislature the right to exercise it in this respect." It will be seen that neither of these de cisions touches very closely the situation presented by the Equitable case. Both were concerned with attempts by the legis lature to regulate the mode in which direct ors were to be chosen by the stock-holders themselves. A parallel to the present case could only be presented by a legislative act taking away from the stock-holders the right to elect directors, and giving it to persons who were not members of the company. In the case of a railroad, would an act be sustained as valid which took away from the stock-holders the right to name the directors and gave it to the holders of sea son passenger tickets? Another question which has arisen in the Equitable controversy relates to the pro1179 U. S. p. 54.
