Charter of incorporation

“ The corporations, mortgagees, and bondholders, under such circumstances, acquire their rights subject to the reserved power of the legislature to enlarge or diminish the franchises conferred, and to increase or reduce the burdens thereon. Purchasers succeeding to properties and franchises of corporations thus situated cannot occupy any better position in respect to their application for a new charter of incorporation. ”

“ Such a power also, that is the power to alter, modify, or repeal an act of incorporation, is frequently reserved to the State by a general law applicable to all acts of incorporation, or to certain classes of the same, as the case may be, in which case it is equally clear that the power may be exercised whenever it appears that the act of incorporation is one which falls within the reservation and that the charter was granted subsequent to the passage of the general law, even though the charter contains no such condition nor any allusion to such a reservation. ”

“ The objects for which a corporation is created are universally such as the government wishes to promote. They are deemed beneficial to the country; and this benefit consitutes the consideration, and in most cases, the sole consideration of the grant. In most eleemosynary institutions, the object would be difficult, perhaps unattainable, without the aid of a charter of incorporation. ”

“ Every company incorporated under the laws of any foreign state or kingdom, or of any state or territory of the United States beyond the limits of this state, and now or hereafter doing business within this state, shall file in the office of the secretary of state a copy of their charter of incorporation, or, in case such company is incorporated by certificate under any general incorporation law, a copy of such certificate and of such general incorporation law, duly certified and authenticated by the proper authority of such foreign state, kingdom, or territory.' Gen. ”

“ Territories are, then, nothing but political corporations, exercising such powers alone as are conferred by the charter of incorporation, or act organizing them. We examine this charter or act, and find that the Ordinance of 1787 is adopted as a part of it ”

“ It is of course subject to the provisions of the act itself, but those provisions are so few and meagre that it is practically left to the promoters of the scheme to draw their own charter of incorporation. The capital stock is to be not less than $100,000, and no provision is made for the incorporating of any company without a capital. The rate of dividends to the stockholders, the proportion of profits to be paid the policy-holders, and the time of payment, are not provided for in the law, and are left to be settled by the associates. ”

“ The charter of any corporation is the only source of its powers, and the only authority by which any can be exercised: it is opposed to all sound rules of construction, to consider that which confers, as merely restraining and controlling powers, incident to the incorporation ”

“ The counsel for the plaintiff in error do not seek, as we understand them, to obtain a reconsideration of this question, but they advance an ingenious argument to distinguish the present from those cases. It is claimed that, when a bill of complaint or declaration alleges that the defendant is an incorporated company, it thereby tenders, or implicitly alleges, the charter of articles of incorporation of the corporation, including all these statutes and grants of power under and by virtue of which it acquired the right to become a corporation, and to exercise corporate powers and privileges. ”

“ Authorized as the act of the legislature was by the reservation contained in the original charter, and sanctioned as the act was by having been adopted by the corporators, it is clear to a demonstration that the act uniting the two colleges was a valid act, and that the two original corporations became merged in the one corporation created by the amendatory and enabling act passed for that purpose, and that neither of the original corporations is competent to sue for any cause of action subsequent in date to their acceptance of the new act of incorporation. ”

“ The benefit to be derived from the operation of great businesses under the protection of such a charter would attract all who are anxious to keep within the lines of the law. Other large combinations that fail to take advantage of the Federal incorporation will not have a right to complain if their failure is ascribed to unwillingness to submit their transactions to the careful official. ”

“ A treatise describing and comparing the incorporation laws of the various states and territories of the Union. Every step in obtaining a charter, incorporating, issuing stock, and going into bankruptcy is fully described for every class of corporation and with reference to the statutes of every commonwealth. ”

“ There were to be a market on Wednesdays and a fair at Michaelmas. Hugh son of Odo Treverbyn gave West Looe the privileges enjoyed by Helston and Launceston. Upon the attainder of the earl of Devon in 1539 the borough fell to the crown and was annexed to the duchy. In 1574 a charter of incorporation was granted, providing for a mayor and 11 burgesses, also for a market on Wednesdays and two fairs. West Looe continued to be administered under this charter until 1869, when the death of the mayor deprived the council of its only surviving member and elector. ”

“ It is the object and effect of the incorporation, to give to the artificial person the same capacity and rights as a natural person can have, and when incorporated either by an express charter or one is presumed from prescription, they can take and enjoy property to the extent of their franchises as fully as an individual. ”

“ The directors are liable individually; but the bank cannot be bound by their doing that, which they had no lawful power to do, or which was a violation of some duty enjoined by the charter, or resulting from the nature and objects of the incorporation; for the directors are not then their agents. A corporation is strictly limited to the exercise of those powers which are specifically conferred on it. 4 Peters, 168. 2 Dows. P. C. 521, &c. The directors own none of the property or funds of the bank. They are trustees for the stockholders and creditors. ”

“ The drafting of such a Federal incorporation law would offer ample opportunity to prevent many manifest evils in corporate management to-day, including irresponsibility of control in the hands of the few who are not the real owners. ”

“ The Legislature should “pass one general law, which will allow any set of men, who choose to associate together for any purpose, to form themselves into that convenient kind of partnership known by the name of incorporation”; so that any group would be permitted freely to form an insurance company, a bank, or a college granting degrees. ”

“ The act of incorporation has been held by the supreme court to be a contract between the state and the corporation, and it cannot therefore be broken. The state must therefore arrange for the control that it desires to exercise over corporations, before the corporation comes into existence. It is here that we have failed. ”

“ The thorough carrying out of a policy of recognition would demand a Federal incorporation act, under which all corporations engaged in anything but an exclusively local business would be obliged to organize ”

“ Corporations may, therefore, be very well said to be for public use, of which the property and privileges are yet private. Indeed, there may be supposed to be an ultimate reference to the public good, in granting all charters of incorporation ”

“ For if they did, then all men might be withdrawn from the jurisdiction of the federal courts by charters of incorporation. But if in the case of a corporation, consisting entirely of several corporations, the court would look beyond the constituent corporations to the character of their members, it must also in a case of a corporation, consisting in part of individuals, and in part of another corporation, and if any of the members of the constituent corporations are citizens of the same state with the plaintiff, the jurisdiction cannot be sustained. ”

“ From a careful review of the powers vested in the general government, they have the most positive conviction that the authority to grant charters of incorporation, within the jurisdiction of any state without the consent thereof is not recognized in that instrument, either expressly, or by a warrantable implication ”

“ Provision should also be made for complete publicity in all matters affecting the public, and complete protection to the investing public and the shareholders in the matter of issuing corporate securities. If an incorporation law is not deemed advisable, a license act for big interstate corporations might be enacted ”

“ The internal affairs doctrine is a long-standing choice of law principle which recognizes that only one state should have the authority to regulate a corporation's internal affairs - the state of incorporation. ”

“ If the conscience of one state became enlightened and a strict corporation law was enacted, the result was simply to drive the irregular concerns into some other state which was willing to sell its privileges for the small fee of incorporation, and ask no questions. As might have been expected, every variety of practice existed in the forty-eight jurisdictions in which corporations might be located. ”

“ A like mode of reasoning would prove, that there was no power to incorporate the inhabitants of a town with a view to a more perfect police: For it is certain, that an incorporation may be dispensed with, though it is better to have one. It is to be remembered, that there is no express power in any state constitution, to erect corporations. ”

“ It is, moreover, conclusively determined that where the constitution of a state reserves the power to repeal, alter, or amend a charter, such provision is applicable to the charter of a consolidated corporation where, as the result of the consolidation, a new corporation takes being, new stock is provided for, new franchises are conferred, and new officers appointed. ”