In The Iron City Bank vs. Pittsburgh, 1 Wright, 340, we have a case arising under a different clause of the Constitution, but in substantially the same words. The bank had a provision in its charter exempting it from taxation except for State purposes, yet it was held that a subse quent general law imposing a tax for city purposes on all of the banks therein, embraced this bank, and was a lawful exercise of power.

The Commonwealth vs. Fayette County Railroad, 5 P. F. Smith, 452, arose under an act of assembly which incorporated the company, with a clause that it should not be taxed until the dividends amounted to six per cent. per annum. Long before any dividends were made, the State by a general law taxed all the railroads in the Commonwealth, and held to embrace this, because there was a provision in the charter that it should come under the act of 1849, which contained a clause giving power to the Legislature to resume, alter or amend the charter. Probably more than twenty decisions might be found in this and other States to the same general effect. It is useless to cite authorities to show that a charter is a grant, and a grant is a contract executed, equally binding on the State as any other contract; but where the power to revoke or alter is contained in the grant, it can scarcely be pretended that the power to change does not exist, even when thereby additional burdens are thrown on the corporation.

A reservation of power in the Constitution is certainly not less potent than when found in an act of assembly. The Legislature could not divest itself of the power, even if it would undertake to do it by the most express words. Since the constitutional amendment of 1857, it has been unnecessary to reserve the power of alteration, amendment or revocation in any statute of incorporation.

It is urged that the charter was in the statute book, and therefore there was no necessity to furnish a copy. It might be sufficient to answer that the act of assembly requires it to be done. There is, however, some reason for the order. The act requires the commissioner to furnish copies from his office, certify them under seal, and makes such papers evidence. How could he certify to that which was not in his office? The 8th section of the act requires these copies from every insurance company, also a certificate showing the time of its organization, its place of business, and the names of its officers. Even fire insurance companies, exempted from certain of the duties enjoined by the statute under the 17th section, are not relieved from those required by the 8th

section.

It is said by the defendant that an improper burden is imposed on it by the 8th section, which requires it to pay a fee of $25 for filing a copy of its charter with the commissioner, as it had already paid into the State treasury $100 for its enrolment. We are not now called on to decide whether this fee is or is not proper. If that question was intended to be raised, the defendant could have had a duly certified copy made out and tendered, together with a certificate of the other matters required by the 8th section of the act, and if the officer refused to receive them without the fee, we could have determined whether it was or was not a compliance.

We must next consider the complaint against this insurance company in failing to furnish a statement of its condition and business as

required by the 12th section of the act. It is conceded that no statement whatever was furnished by this company, although it received from the commissioner a blank form of the return to be made, which is annexed to the answer. The excuse is that the form did not fit its business transacted, therefore it could not comply. The actual form of business done, with its nature and character, was not made known to the commissioner as it has been laid before the court. He could only look to the charter as found in the statute book, and to which he was referred, and would have a right to believe that the corporation carried on all of the business there authorized.

It has authority to purchase and hold land and goods; is required to elect officers; have stock to the amount of $100,000, which it may increase to $250,000. The instalments to be paid in, with the method of enforcing, are designated. It has power to insure against fire, take marine risks, life policies, either on the stock or mutual principle, and to set apart its net profits and create a permanent fund to be paid out at interest in the mode there designated. Many of the blanks in the form furnished by the commissioner could have been filled by the company. It could have stated the names and residences of all of its officers, designating their respective positions, time of its organization and commencement of business, location of its principal office, amount of capital and how much paid in, amount of loans and how secured, notes and loans in any form, the value of real estate owned, the market value of its stocks and bonds, the cash on hand or in bank, postage and revenue stamps, interest on loans, premium notes, rents accrued, premiums uncollected, etc. On looking over the whole of the form, it will be found that there are very many other matters which could, with great propriety, have been answered affirmatively or negatively. It was important to make known to the commissioner whether it was taking fire and marine risks as well as life insurance, and whether the latter was solely on the mutual principle or partially on that, and also for cash premiums.

The defendant contends that as it was purely a mutual life insurance company in its mode of doing business, it was not bound to make any report. That we conceive is an error, as it is only mutual fire insurance companies which are excused. Even they must answer when called on by the commissioner, to enable him to ascertain their true character and condition. All of the provisions of the twelfth section have been most clearly violated by the defendant.

Independent of the constitutional principle already cited, which gives full authority to the Legislature to change, modify, or repeal the charter of this company, another equally potent exists, the police power of the State. This is incident to every government. Persons and property of all kinds are subject to general restraints and burdens, in order to secure the welfare and prosperity of the State at large. The interests of the few must yield to the wants of the many.

In passing the act of April 4, 1873, it is very manifest that the Legislature desired to protect the citizens of the State from the frauds daily practised on them by companies both foreign and domestic, underwriting policies of insurance, and receiving premiums therefor, when they had no means whatever of meeting the loss, should it occur. Therefore the

office was established, and a commissioner appointed to look into and carefully investigate the pecuniary condition of every insurance company or individual engaged in that business throughout the Commonwealth. The object was proper and meritorious, the means well calcu lated to meet the end, and the burden thrown on the companies comparitively small and inconsiderable. It has been repeatedly held that the power of the Legislature on this subject extends alike to corporations and individuals. See Thorpe vs. R. & B. Railroad Company, 27 Vermont, 140, where a railroad company was compelled to fence its road, or pay for all stock injured or destroyed.

For the general legislative authority under this head of jurisprudence, we refer to Cooley's Constitutional Limitation, 572 to 597, and the cases there cited. Under this principle, the act of assembly could be enforced without the constitutional principles being invoked. The defendant was not protected from a full compliance with the law by reason of any implied contract in its charter.

A difficulty exists as to the judgment to be rendered by this court. The proceeding was commenced and carried on by the commissioner and attorney-general, under the eighth division of the fifth section of the statute. The complaint is for non-compliance with the provisions of the eighth and twelfth sections of the act. The mandate of these sections, as already stated, has been disobeyed and disregarded. The portion of the statute cited, then goes on to provide that if it shall appear to the satisfaction of the court or judge that such company is insolvent, or that the interests of the public require it, said court or judge shall decree a dissolution of such corporation and distribution of its effects. It has not been shown that this corporation is insolvent, or is carrying on business to the injury of the community; we therefore cannot dissolve the corporation or vacate its charter.

There are various provisions in the statute inflicting penalties on the corporations, and authorizing a suspension of their business by an order of the insurance commissioner for a non-compliance with the law; but that power is not conferred on the courts as it probably should have been. We can only therefore say, that the order of suspension was correct, and the same must remain, so far as regards any action of the court. But for the violation of the law, it is ordered and adjudged that the defendant pay the costs of this proceeding.

Lyman D. Gilbert, Esq., Deputy Attorney-General, and Hon. Samuel E. Dimmick, Attorney-General, for the Commonwealth. D. C. Harrington, Esq., for the defendant.

Court of Common Pleas of Luzerne County.

[Leg. Int., Vol. 31, p. 21.]

BOUTON vs. ROYCE.

1. Where a statute repeals absolutely a prior law, and substitutes other provisions on the same subject, even though the latter seem designed to subserve but a temporary purpose, the prior law does not revive when the repealing statute is spent, unless the intention of the Legislature to that effect is expressed.

2. The act of April 4, 1872, changing the time of holding the municipal elections in the city of Scranton, from the first Tuesday in June of each year, to the first Friday in May, and repealing “all acts and parts of acts inconsistent" therewith, was not designed to blot out all laws for the holding of municipal elections in that city after the year 1872. Though inartistic and vague in its terms, still there is enough about it to indicate the legislative intent, which was to change the time of holding the municipal elections, not for the year 1872 alone, but permanently thereafter. 3. While school directors elected prior to the beginning of a current school year cannot exercise any control over the schools, nor any of the powers pertaining to their office, until the full term of their predecessors has expired, yet, after that has taken place, their official functions attach, and they are entitled to meet with the continuing members of the board, and to participate both in the temporary and permanent organization.

4. The first business of a school board, composed of continuing and newly elected members, is to organize by choosing a president, secretary, and treasurer. This is best accomplished, ordinarily, by effecting a temporary organization; whereupon the returns of the election are read, or the certificates of the directors elect are presented, and thus, all the members alike participate in the permanent organization. If a permanent organization cannot be accomplished, however, because no one of the members can obtain a majority of votes for president, it is such neglect of duty as will justify the proper court, upon application made according to law, to declare their seats vacant, and appoint others in their stead.

5. The continuing members of a school board are not judges of "the legality of any election of directors." The statute authorizes and requires the Court of Quarter Sessions, whenever not less than six qualified citizens of a district contest an election, "forthwith to examine into it, and to confirm or set it aside, as shall seem just and proper; and if set aside to order a new election," etc.

6. The law authorizing "less than a majority" of directors to fill vacancies in a school board, only applies where the number has been thus reduced from the causes mentioned in either the seventh or the eighth section of the act of May 8, 1854, P. L. 618, Purd. 239, 240, pl. 22, 23, or from both combined.

In equity. Opinion delivered January 5, 1874, by

HARDING, P. J.-The plaintiff's bill of complaint is substantially as follows:

1. That he is a citizen and tax-payer of the Fourth school district of the city of Scranton, composed of the Seventh, Eighth, Ninth, Tenth, Eleventh, and Twelfth wards of said city.

2. That C. E. Royce, the defendant, claims to be a member of the school board of said district, and receiver of taxes therein; and, as such receiver, has demanded from the plaintiff and other tax-payers of the district, the school-tax assessed against them for the year 1873, and because of non-payment of the amount assessed against the plaintiff, the said Royce has issued a warrant and caused the personal property of the plaintiff to be levied upon and advertised for sale.

3. That the defendant claims to be such tax receiver by virtue of an act of assembly, entitled "An act relating to the duties of the secretary of the school board of the Fourth school district of the city of Scranton," approved April 4, 1872, and by virtue of his election as

such secretary, on the 6th of June, 1873. The plaintiff, however, says he is informed and believes that the election referred to, was without authority of law and void for the following reasons: First, that the board of school directors for the district is composed of nine directors, three of whom are elected each year, and all hold their offices severally for the term of three years: Second, that on the first Friday of May, 1873, an annual election of school directors took place, and Patrick Blewitt, R. T. Black, and M. J. Walsh, were elected respectively for the Seventh, Eighth and Ninth wards of the district: Third, that on the 6th day of June, 1873, the recently elected directors, Blewitt, Black and Walsh, and the continuing members of the board, the defendant being one, met at the proper place in the city of Scranton, to organize the new board for the current school year, agreeably to law: Fourth, that the defendant and two other of the continuing members, E. C. Lynde and J. W. Schultz, refused to recognize Blewitt, Black and Walsh as directors, alleging that their election was altogether void, because the first Friday of May, 1873, was not the proper day for holding elections for school directors in the city of Scranton: Fifth, that the three other continuing members, however, did recognize the said newly elected members as directors, and acting with them, or, at least, with Blewitt and Walsh, an organization of the board was effected by the election of Patrick Blewitt, president, and M. J. Walsh, secretary: Sixth, that Royce, the defendant, and Lynde and Schultz remained in the room while the organization took place, protesting against it, however, as illegal and unauthorized; and, even while the directors were present who participated in the organization, the defendant Royce, and Lynde and Schultz, attempted another organization, and began balloting for a president. Whereupon, the directors who had already organized the board, withdrew from the room. The second organization was then completed by the election of E. C. Lynde, president, and the defendant, C. E. Royce, secretary.

4. That the election held in the city of Scranton, on the first Friday of May, 1873, was strictly in accordance with law, and that Patrick Blewitt, R. T. Black, and M. J. Walsh, were duly elected directors from their respective wards, and entitled to their seats as members of the board of school directors of the Fourth school district of the city of Scranton.

5. That the action of the defendant, Royce, he not having been elected secretary of the lawfully organized school board of the Fourth school district of Scranton, in issuing a warrant and levying upon the plaintiff's property, besides being prejudicial to the plaintiff's interests, is wholly without authority of law; and further, that if the defendant is permitted thus to collect the school tax, the plaintiff and all other taxable citizens of the said district will be greatly injured thereby.

The bill concludes with a prayer on the part of the plaintiff, as well in his own behalf as in behalf of other taxable citizens of the district, that an injunction may issue restraining the defendant from collecting the said school tax from the plaintiff, or from the other taxable inhabitants of the district.

The defendant, in his answer, does not set up anything seriously con