Construction.

The object and end of all government is to promote the happiness and prosperity of the community by which it is established, and it can never be assumed that the government intended to diminish its power of accomplishing the end for which it was created. Whenever any power of the State is said to be surrendered or diminished, whether it be the taxing power or any other power affecting the public interest, this principle applies. Hence the rule for construing charters is, that any ambiguity in their terms must operate against the corporation and in favor of the public, and the corporation can claim nothing that is not clearly given to it by the act. The exercise of a corporate franchise, being restrictive of individual rights, can not be extended beyond the letter and spirit of the act of incorporation. No rights are taken from the public or given to the corporation beyond those which the words of the charter, by their natural and proper construction, purport to convey. Charles River Bridge v. Warren Bridge, 11 Pet. 420; S. C. 24 Mass. 344; 23 Mass. 376; Providence Bank v. Billings, 4 Pet. 514; Enfield Bridge Co. v. Connecticut River Co. 7 Conn. 28; Hartford Bridge Co. v. East Hartford, 16 Conn. 149; Turnpike Co. v. Railroad Co. 10 G. & J. 392; Tuckahoe Canal Co. v. Railroad, 11 Leigh, 42; Hartford Bridge Co. v. Union Ferry Co. 29 Conn. 210; Mills v. St. Clair, 6 How. 569; S. C. 2 Gilman, 197; Planters' Bank v. Sharp, 6 How. 301; S. C. 12 Miss. 28; Ohio Trust Co. v. Debolt, 18 How. 416; S. c. 1 Ohio St. 563; Collins v. Sherman, 31 Miss. 679; McLeod v. Burroughs, 9 Geo. 213; Richmond R. R. Co. v. Louisa R. R. Co. 13 How. 71.

A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. This being does not share in the civil government of the country unless that be the purpose for which it was created. Dartmouth College v. Woodward, 4 Wheat. 518; Regents v. Williams, 9 G. & J. 365.

All contracts are to be construed to accomplish the intention of the parties, and in determining their different provisions, a liberal and fair construction will be given to the words either singly or in connection with the subject-matter. It is not the duty of a court, by legal subtlety, to overthrow a contract, but rather to uphold it and give it effect, and no strained or artificial rule of construction is to be applied to any part of it. If there is no ambiguity, and the meaning of the parties can be clearly ascertained, effect is to be given to the instrument used, whether it is a legislative grant or not. Binghamton Bridge v. Chenango Bridge, 3 Wall. 51; S. C. 27 N. Y. 87.

All rights which are asserted against the State must be clearly defined, and not raised by inference or presumption, and if the charter is silent

about a power it does not exist. Binghamton Bridge v. Chenango Bridge, 3 Wall. 51; S. C. 27 N. Y. 87.

Where the instrument is susceptible of two meanings, the one restricting and the other extending the powers of the corporation, that construction is to be adopted which works the least harm to the State. Binghamton Bridge v. Chenango Bridge, 3 Wall. 51; S. C. 27 N. Y. 87.

If there is no ambiguity in the charter, and the powers conferred are plainly marked and their limits can be readily ascertained, then it is the duty of the court to sustain and uphold it, and to carry out the true meaning and intention of the parties to it. Binghamton Bridge v. Chenango

Bridge, 3 Wall. 51; S. C. 27 N. Y. 87.

If on a fair reading of the instrument, reasonable doubts arise as to the proper interpretation to be given to it, those doubts are to be solved in favor of the State. Binghamton Bridge v. Chenango Bridge, 3 Wall. 51; S. C. 27 N. Y. 87.

When a right under a charter is claimed by construction merely, and the legislature has passed an act inconsistent with the right so claimed, a construction should not be given which will produce a conflict between the two acts, unless it is imperiously demanded by the general scope and evident design of all the provisions in the charter which bear upon the subject. Maysville Turnpike Co. v. How, 14 B. Mon. 426.

To establish a contract on the part of the legislature to relinquish any of its sovereign powers, plain and unequivocal words must be used. State v. Matthews, 3 Jones (N. C.) 451.

Instances.

If the charter allows the corporation a reasonable time to comply with the conditions whereby it may obtain an interest in land, the legislature can not shorten that time or impose any liability upon it, if it chooses to avail itself of all the time allowed by the charter. Nichols v. Som. & Ken. R. R. Co. 43 Me. 356.

The grant of an annual appropriation in a charter, in consideration of subscriptions by private individuals, is a contract and can not be repealed. Visitors v. State, 15 Md. 330.

The charter of an eleemosynary corporation can not be amended with the consent of the curators or directors. State v. Adams, 44 Mo. 570.

A statute giving a right of action to those who have been injured by the erection of a close bridge over a navigable creek, when such bridge was authorized by the charter, is void. Bailey v. Railroad Co. 4 Harring.

Any act which impairs the charter by enlarging the power of the State over the body corporate, or by abridging the franchises, or by altering the charter in any material point, is void. Commercial Bank v. State, 14

Miss. 599.

A statute passed after the granting of a charter, and annexing a cause of forfeiture unknown to the charter, is unconstitutional. People v. Plankroad Co. 9 Mich. 285; State v. Tombecbee Bank, 2 Stew. 30; Washington Bridge Co. v. State, 18 Conn. 53; Aurora Turnpike Co. v. Holthouse, 7 Ind. 59.

A statute having the effect to abridge or restrict any power or privilege vested by the charter, which is material to the beneficial exercise of the franchise granted, and which must be supposed to have entered into the consideration which induced the corporators to accept the charter and to assume the duties imposed by it, is void. Phil. W. & B. R. R. Co. v. Bowers, 4 Houst. 506.

An officer of a corporation who, by the terms of the charter, holds his office during good behavior, with a fixed salary and certain fees annexed thereto, can not be deprived of that office by a statute purporting to amend the charter, although it is accepted by the corporation. Allen v. McKeen, I Sum. 276.

The legislature may, in a charter, impose duties and obligations upon a corporation, and inflict penalties and forfeitures as a punishment for its disobedience, which may be enforced against it in the form of criminal proceedings, and as the punishment of an offense against the law. Such penal provisions are not mere matters of contract. In legislative proceedings a forfeiture is always to be regarded as a punishment inflicted for the violation of some duty enjoined upon the party by law, and may be remitted after it has been incurred, although it was to be for the benefit of a municipal corporation. State v. Railroad Co. 3 How. 534 S. C. 12 G. & J. 399.

If the charter of a medical college confers upon the corporation the power to appoint a board of examiners to examine applicants and grant licenses upon the payment of ten dollars, and prohibits the practice of medicine without such license, this is merely a police regulation, and may be repealed. Regents v. Williams, 9 G. & J. 365; vide State v. Heyward, 3 Rich. 389.

A statute setting aside an inquisition of damages for land to be taken under a charter, and granting an inquisition de novo before a tender of the value assessed by the inquisition, does not impair the obligation of the charter when such tender is necessary to entitle the corporation to the land. Balt. & S. R. R. Co. v. Nesbit, 10 How. 395.

If the remedy provided in the charter for assessing damages for taking

land, is unsuitable or insufficient, the legislature has the power to change it, both as to time and mode. Gowan v. Penobscot R. R. Co. 44 Me.

140.

A statute transferring the property of an insolvent corporation to a new corporation, in consideration of shares of the latter's stock, which are authorized to be sold for debts due by the insolvent corporation, is valid. Mudge v. Commissioners, 10 Rob. (La.) 460.

A State can not require a canal corporation to keep in repair the public bridges connecting the highways intersected by the canal. City v. Erie Canal Co. 59 Penn. 174.

A breach of the contract on the part of the State, furnishes no excuse to a corporation for disregarding the part which is a burden, while at the same time insisting upon the observance of the part which is beneficial. Turnpike Co. v. State, 3 Wall. 210.

A statute making the stockholders personally liable for the debts of the corporation, has no tendency to impair or in any way affect or modify any power, privilege or immunity pertaining to the franchise of the corporation, and is therefore within the just limits of legislative power. Gray v. Coffin, 63 Mass. 192; Coffin v. Rich, 45 Me. 507; Stanley v. Stanley, 26 Me. 191.

Banks.

A general statute making the suspension of specie payment by a bank a cause of forfeiture, when such cause is not stated in the charter, is void. State v. Tombecbee Bank, 2 Stew. 30.

A statute prohibiting a bank from transferring notes by indorsement, is valid, unless the power to do so is expressly granted in the charter, for the indorsement of a note is a new contract, the power to make which is derived from the law, and the statute simply takes this from the bank. Payne v. Baldwin, 11 Miss. 661; McIntyre v. Ingraham, 35 Miss. 25.

A statute authorizing the debtors of a bank to pay their debts in the notes and certificates of the bank is constitutional. Bank of Md. v. Ruff, 7 G. & J. 448.

If a State creates a bank of which it is the sole stockholder, and provides the capital therefor, whenever a credit is given to the bank on the faith of this assurance, a contract at once arises between the State and the creditor not to withdraw the capital to his injury, and the State can not withdraw the fund or any part of it without impairing its obligation. Curran v. State, 15 How. 304; S. C. 12 Ark. 321.

The general power to issue notes and bills, without any express grant as to small notes, is not a surrender of the right of the State to prescribe

by law the lowest denomination for which notes or bills shall be allowed to circulate, but is subordinate to that right. No such surrender can be implied or presumed, for it is not only the right but the duty of the State to secure to its citizens, as far as it is able, a safe and sound currency, and to prevent the circulation of small notes when they become depreciated and are a public evil. The community have as deep an interest in preserving this right undiminished as they have the taxing power, and like the taxing power, it will not be construed to be relinquished unless the intention to do so is clearly expressed. Ohio Trust Co. v. Debolt, 16 How. 416; S. C. I Ohio St. 563; State v. Matthews, 3 Jones (N. C.) 451.

Bridges.

An undertaking to transport certain persons free of toll, in consideration of the removal of the county seat, will not prevent the State from authorizing the construction of a bridge which will divert the travel, for it thereby relieves the party from the burden of his contract. Shorter v. Smith, 9 Geo. 517.

A charter includes the laws defining its stipulations at the time of the grant. If the general laws at the time of the granting of a charter for a bridge, prohibit the erection of another bridge within a certain distance of one already existing, a subsequent statute allowing the erection of a bridge within that distance is void. Micou v. Tallassee Bridge Co. 47 Ala. 652.

The construction of a railroad bridge is not a violation of the exclusive right to construct a bridge for carriages in common use. McLeod v. Sav. A. & G. R. R. Co. 25 Geo. 445; Mohawk Bridge Co. v. Railroad Co. 6 Paige, 554; Bridge Co. v. Hoboken Land Co. 2 Beasely, 81; S. C. 1 Wall. 116; McRee v. Railroad Co. 2 Jones (N. C.) 186; Thompson v. Railroad Co. 3 Sandf. 625; contra, Enfield Bridge Co. v. Railroad Co. 17 Conn. 40.

A new road, canal or bridge materially diverting travel or business from an old one, established under a prior charter, is not unconstitutional unless the franchise is defined or made exclusive. Charles River Bridge v. Warren Bridge, 11 Pet. 420; S. C. 24 Mass. 344; 23 Mass. 376; Fort Plain Bridge Co. v. Smith, 30 N. Y. 44; Turnpike Co. v. State, 3 Wall. 260; Fall v. Suter, 21 Cal. 237; Indian Canon Road v. Robinson, 13 Cal. 519; Bush v. Peru Bridge Co. 3 Ind. 21; In re Hamilton Avenue, 14 Barb. 405; Ill. & Mich. Canal Co. v. Railroad Co. 14 Ill. 314; Salem Turnpike Co. v. Lyme, 18 Conn. 451; Oswego Bridge Co. v. Fish, 1 Barb. Ch. 547; Thompson v. Railroad Co. 3 Sandf. Ch. 625; Harrison v. Young, 9 Geo. 359; Shorter v. Smith, 9 Geo. 517; Fitch v. Railroad Co. 30 Conn. 38; Mohawk Bridge Co. v. Railroad Co. 6 Paige, 554; Collins v. Sherman, 31 Miss. 679; Curtis v. Morehouse, 12 La. Ann. 649; West End Co. v. Atlanta Co. 4 Geo. 151.