then, that both the parties should be bound, and that, consequently, neither should possess the power to liberate themselves without the consent of the other.

1 N. H. 44.

13 Ill. 511.

4 Johns. Ch. 596.

VII. The original charter is the fundamental law of the association-the constitution which prescribes limits not only to the directors, officers and agents of the company, but to the action of the corporate body itself; consequently, no radical change or alteration can be made or allowed, by which new and additional objects are to be accomplished, or responsibilities incurred by the company, so as to bind the individuals composing it, without their consent. 5 Hill 386.

1 Wallace 39.

VIII. "When any person takes stock in a railroad corporation, he has entered into a contract with the company, that his interest shall be subject to the direction and control of the proper authorities of the corporation, to accomplish the object for which the company was organized. He does not agree that the improvement to which he subscribed should be changed, in its purposes and character, at the will and pleasure of a majority of the stockholders, so that new responsibilities, and, it may be, new hazards, are added to the original undertaking. He may be very willing to embark in one enterprise, and unwilling to engage in another-to assist in building a short line railway, and averse to risking his money in one having a longer line of transit."

Clearwater v. Meredith, 1 Wallace 40.

IX. The charter of the Galena & Chicago Union Railroad Co. was granted in 1836, before the present constitution was adopted, and the objects which are there set forth, are declared to be simply the construction and maintenance of a railroad between the

termini specified; and there is no authority whatever contained in said charter authorizing the directors of said corporation to assume the debts and liabilities of the Chicago & Northwestern Railway Company, or any other company, whatsoever; neither has the charter ever been amended in any way or manner, authorizing the company to do it; consequently, the Galena & C. U. R. R. Co. had no right, power or authority to become surety for the debts and liabilities of any other corporation, and any application of the earnings of said road for such a purpose, is a diversion of the revenues of said road, and can be prevented by any shareholder.

X. An assent of stockholders to amendments changing or extending the objects, or increasing the powers, or enlarging the liabilities of the corporation, in any matter fundamental, is not to be presumed, but must be proved, and it matters not what the direc tors or the majority of the corporation may have done on their own account, they cannot bind, by their acts, a dissenting stockholder.

March v. R. R. Co., 43 N. H. 525-6.

1 Wallace 40.

2 Conn. 679.

XI. The powers of corporations are not the result of syllogisms. They do not lie coiled beneath any amount of verbiage. They are not the product of subtlety or acumen; they exist, if at all, by express grants and unmistakable words; consequently, it has become an axiom that no corporate power is ever created by implication, or extended by construction.

XII. In the construction of a charter, to be in doubt is to be resolved, and every resolution which springs from doubt, is against the corporation. This is the rule sustained by all the courts in this country and in England.

XIII. Neither privileges, powers nor authorities can pass, unless they are given in unambiguous words, and an act giving special

privileges must be construed strictly.

A doubtful charter does not exist; because whatever is doubtful, is decisively certain against the corporation.

2 Black 723.

27 Penn. 351.

XIV. It is the duty of all courts to construe the charters of corporations strictly, and to keep them within their chartered limits. This rule, when once understood and firmly enforced, removes from corporations all temptations to engage in illegal transactions; and while it tends to promote good morals, and the public policy of the State, it, at the same time, protects individuals from outrage and acts of gross injustice.

XV. "It is now no longer doubted, either in England or the United States, that courts of equity, in both, have a jurisdiction over corporations, at the instance of ONE or more of their num bers; to apply preventative remedies by injunction, to restrain those who administer them from doing acts which would amount to a violation of charters, or to prevent any misapplication of their capitals or profits which might result in lessening the dividends of stockholders, or the value of their shares, as either may be protected by the franchises of a corporation, if the acts intended to be done create what is, in law, denominated a breach of trust. And the jurisdiction extends to inquire into and to enjoin, as the case may require that to be done, any proceedings by individuals in whatever character they may profess to act, if the subject of complaint is an imputed violation of a corporate franchise, or the denial of a right growing out of it, for which there is no adequate remedy at law."

Dodge v. Woolsey, 18 How 341.

XVI. If it be true, as contented for by the defendants in this case, that the majority in interest of a corporation can, under any and all circumstances, will and act for the corporation, and wield

and control it, then, indeed, the majority are the corporation, and the minority are no part of it.

XVII. Corporations are not subject to the right of revolution, or rebellion against the fundamental law, and if it be implied in the original compact, that the majority shall rule, it is equally implied that the majority shall not change the organic law, or, by a coup d'etat, completely overthrow it.

XVIII. The common law is a part and parcel of the law of this State. The right of voting by proxy was not allowed by the common law. The voting by proxy, therefore, being in derogation of the common law, must, when it is permitted for a certain specific purpose, be confined to that purpose, and cannot be extended to any other. The amended charter of the G. & C. U. R. R. Co. allows shareholders to vote by proxy for directors only, cousequently, that right must be confined to that specific thing, and cannot be extended to any other question or item of business that might be brought before the corporation; therefore, the vote by viva voce by proxy, by which the action of the directors in selling out the G. & C. U. R. R. Co. was confirmed, cannot, on any principles of law yet established, be sustained.

XIX. The capital stock of a corporation is a trust fund which is held for the benefit of stockholders, and can never be legally diverted to any other purpose, whatever, than is provided in the charter.

The directors who manage and control the capital stock and the affairs of the corporation are trustees for all the stockholders, and are subject to all the duties, obligations and liabilities of trustees; consequently, when they are elected, and assume the duties of their office, they must discharge them with fidelity and in good faith, and they can not sell out the corporation and all of its property, or seek to obliterate said corporation; if they do, all of their acts will be set aside at the suit of any dissentient stockholder, on

the well settled principles of trusts, and as a fraud upon their rights.

Koehler v. Black River Falls Iron Co., 2
Black 720-1.

XX. The complainant in this case in his capacity as a stockholder and bondholder has a right to interfere and prevent the earnings of the company from being misapplied, or the property from being injured; consequently, he has a right to ask this court for an injunction to prevent the iron from being taken up and carried away, and the property from being mortgaged.

XXI. In order for this court to decide the matter in controversy it must take into consideration and determine

1st. What is "consolidation ?"

2d. Has it any positive and well understood meaning which conveys to the mind any exact impressions whatever, so that any one can assume, when that word is used, what it includes or excludes without resorting to the circumlocution of settling disputed facts?

3d. If this term is yet in a transition state, and its definition depends so much on circumstances, would not each separate and distinct aggregation of facts and circumstances have to be examined before determining what their legal effect would be?

4th. The peculiarities of the "consolidation"-so called-will appear by examining carefully the way and manner in which it was accomplished.

FIRST. It was accomplished by fraud.

SECOND. It was accomplished without any notice to any body of any character or kind, and by the collusion of the directors of the G. & C. U. R. R. Co., most of the same persons acting as directors of the C. & N. W. R. Co.

THIRD. It was accomplished by the directors of the G. & C. U. R. R. Co. in less than three hours after they were elected, and in less than fifteen minutes after they had organized as a board.