Constitutional law.- Law altering corporation charter does not impair obligation of contract when passed under general power reserved to amend, alter or repeal charters, p. 495.

Rule reaffirmed in Holyoke Co. v. Lyman, 15 Wall. 522, 21 L. 140, Hewitt v. New York, etc., Ry. Co., 12 Blatchf. 468, F. C. 6,443, and Appeal Tax Court v. Baltimore Academy, 50 Md. 447, where statute repealing an exemption from taxation was held valid; Leep v. Railway Co., 58 Ark. 432, 41 Am. St. Rep. 127, 25 S. W. 82, 23 L. R. A. 273, in sustaining validity of act prohibiting withholding of employee's wages by corporations; Sioux City, etc., Ry. Co. v. Sioux City, 78 Iowa, 746, 39 N. W. 500, in affirming validity of act requiring street railway companies to pave certain portion of streets outside of rails, although railway in question had been built under an ordinance which required it to pave between rails only; State v. Northern Ry. Co., 44 Md. 165, power having been reserved to State by its Constitution to alter or amend corporation charters, clause in charter granted by legislature to not alter or amend is without effect; Sprigg v. W. U. Tel. Co., 46 Md. 77, Western. etc., Ry. Co. v. Rollins, 82 N. C. 529, and Wisconsin, etc., Ry. Co. v. Board, 35 Wis. 271, in affirming validity of acts altering corporation charters.

Distinguished in State v. Baltimore, etc., Ry. Co., 48 Md. 71, where corporation was organized under laws which did not reserve to State right to alter or amend charter.

Constitutional law. Where power is reserved to alter charter of corporation it may be exercised to almost any extent to carry into effect original purposes of grant, or secure due administration of corporation's affairs; hence later law changing personnel of directorate of railroad to give a city its proportionate representation, is valid, p. 498.

Cited and relied on in Holyoke Co. v. Lyman, 15 Wall. 519, 21 L. 139, affirming validity of act compelling company to construct a fishway in a dam constructed under its charter; Sinking Fund Cases, 99 U. S. 720, 25 L. 501, United States v. W. U. Tel. Co., 50 Fed. 36, and United States v. Union Pac. Ry., 160 U. S. 37, 40 L. 332, 16 S. Ct. 204, all affirming validity of acts amending acts relating to construction of Pacific railroads and telegraph lines; St. Louis, etc., Ry. Co. v. Paul, 64 Ark. 87, 62 Am. St. Rep. 157. 40 S. W. 706, 37 L. R. A. 506, where act compelling corporations to pay employees on day of discharge was held exercise of State's right to amend charters; Spring Valley Co. v. San Francisco, 61 Cal. 9, where act amending charter of water company was held constitutional exercise of State's power; Macon, etc., Ry. Co. v. Gibson. 85 Ga. 15, 21 Am. St. Rep. 139, 11 S. E. 443, holding under its reserved power State may require railroad company to build road along a particular route, although in original charter company had

been given power to build same where it deemed proper; AttorneyGeneral v. Looker, 111 Mich. 508, 69 N. W. 932, holding majority of stockholders of corporation have no vested right to elect directors which is infringed by law permitting minority of stockholders to elect representatives by cumulative voting; Mayor v. Street Ry. Co., 113 N. Y. 318, 21 N. E. 62, affirming validity of act requiring corporation to pay a specific tax in lieu of a license fee before prescribed; State v. Brown, etc., Co., 18 R. I. 26, 25 Atl. 250, 17 L. R. A. 861, sustaining act requiring corporations to pay their employees weekly; Attorney-General v. Railroad Companies, 35 Wis. 576, and the legislature is sole judge of the reasonable nature of the alteration; dissenting opinion in Sinking Fund Cases, 99 U. S. 742, 758, 25 L. 510, 515, see opinion of majority, supra. Approved, arguendo, in Cumberland, etc., Ry. Co. v. Barren County Court, 10 Bush, 610.

Constitutional law. Under power reserved to alter charter of corporation, legislature cannot take away property already acquired thereunder, p. 498.

Cited and applied in Parrott's Chinese Case, 6 Sawy. 355, 358, 1 Fed. 487, 490, holding it is not merely the title to property that is protected, but that which gives value to it, the right to its lawful use and enjoyment; Coast Line Ry. Co. v. Savannah, 30 Fed. 650, where city has granted street railway company franchise, and agreed in case streets are paved said company shall only pave that portion between rails, the legislature has no power to compel such company to pave a greater portion; Northern Bank v. Stone, 88 Fed. 426, reaffirm the rule. Cited, arguendo, in Capital Gaslight Co. v. Des Moines, 72 Fed. 832, and Grand Lodge of Masons v. City, 44 La. Ann. 665, 11 So. 151, without special application. note, 90 Am. Dec. 631.

See

Distinguished in Pearsall v. Great Northern Ry. Co., 73 Fed. 943, where it did not appear right to alter or amend had been reserved at time of granting charter.

Miscellaneous. Cited in dissenting opinion in Underwood v. McVeigh, 131 U. S. exxiii, 21 L. 954, incidentally.

15 Wall. 500-523, 21 L. 133, HOLYOKE CO. v. LYMAN.

Constitutional law.― Legislature has no power to alter or amend corporate charter unless such power be reserved by act of incorporation or some prior general law, p. 511.

Approved, arguendo, in Railway Co. v. Philadelphia, 101 U. S. 539, 25 L. 915.

Fish.-Right of fishery, as well as right to use water of stream for mill purposes, is subject of private ownership, p. 512.

Fish.- Ownership of banks and bed of stream gives to proprietor exclusive right of fishery opposite his land, as well as right to use water to create power, p. 512.

Fish.- Owner of banks and bed of stream has no right to ob struct it so as to prevent free passage of fish, p. 512.

Cited and applied in State v. Roberts, 59 N. H. 257, 47 Am. Rep. 201, and Weller v. Snover, 42 N. J. L. 344, holding right to have migratory fish pass up and down streams is a public right. See note, 3 Am. Dec. 242.

Statutes.

All doubts in grants to private corporations are to be resolved in favor of the public, and nothing passes but what is granted in clear and explicit terms, p. 512.

Cited and applied in Coosaw Co. v. South Carolina, 144 U. S. 562, 36 L. 542, 12 S. Ct. 691, where grant being capable of two interpre tations, one most favorable to State was adopted; State v. Maine Central, 66 Me. 514, where railroad company claimed exemption from taxation; Rockland Water Co. v. Camden, etc., Water Co., 80 Me. 563, 15 Atl. 788, 1 L. R. A. 394, in holding exclusive right to take water from a certain pond had not been conferred on claimant. Water and water-courses. Under law of Massachusetts, all persons constructing dams in streams frequented by fish are permitted to do so under implied condition to keep open ways for pas sage of fish during proper season, p. 514.

Cited in West Point Water, etc., Co. v. State, 49 Neb. 221, 66 N. W. 7, holding like rule obtains in Nebraska.

Constitutional law. Public rights are subject to legislative control, and in Massachusetts the right of fishery and right to construct dams in such streams as the Merrimac and Connecticut are considered public rights, p. 514.

Cited and applied in Lawton v. Steele, 152 U. S. 139, 38 L. 389, 14 S. Ct. 502, and People v. Bridges, 142 Ill. 42, 31 N. E. 118, 16 L. R. A. 687, in affirming validity of laws prohibiting exhaustive methods of fishing; State v. Beardsley, Iowa,, 79 N. W. 139, where Iowa statute was held valid which required owner of dam, which had stood for twenty-three years, he being also owner of land on both sides of stream, to construct fishway in dam. notes, 22 Am. Dec. 700, and 54 Am. Dec. 769.

See

Constitutional law. Where charter of corporation, authorizing It to construct a dam, does not contain exemption from requirement to construct fishway, legislature under its reserved power to alter or amend charter, may compel corporation to provide such ways, p. 522.

Constitutional law. Under reserved power to alter or amend corporate charter, legislature may make any alterations or amend.

ments which do not defeat or substantially impair object of grant or rights vested thereunder, p. 522.

Cited and applied in Sinking Fund Cases, 99 U. S. 720, 25 L. 501, United States v. W. U. Tel. Co., 50 Fed. 36, and United States v. Union Pacific Ry. Co., 160 U. S. 37, 40 L. 332, 16 S. Ct. 204, in affirming validity of acts amending acts passed in aid of construction of Pacific railroads; Close v. Glenwood Cemetery, 107 U. S. 476, 27 L. 412, 2 S. Ct. 274, where act of Congress amending charter of cemetery company was held valid; Hewitt v. New York, etc., Ry. Co., 12 Blatchf. 470, F. C. 6,443, West Wis., etc., Ry. Co. v. Board, 35 Wis. 271, and New Orleans v. St. Anna's Asylum, 31 La. Ann. 295, holding valid act revoking exemption from taxation; Coast Line R. Co. v. Savannah, 30 Fed. 650, where city ordinance, authorizing construction of street railway, provided railway company should pave that portion of street lying between its rails, a statute subsequently passed requiring company to pave portion outside of rails is invalid; contra, see Sioux City Ry. Co. v. Sioux City, 78 Iowa, 746, 39 N. W. 500; Northern Bank of Ky. v. Stone, 88 Fed. 426, where act changing mode of taxing banks was held valid; Leep v. Railway Co., 58 Ark. 432, 41 Am. St. Rep. 127, 25 S. W. 82, 23 L. R. A. 273, and St. Louis, etc., Ry. Co. v. Paul, 64 Ark. 88, 62 Am. St. Rep. 157, 40 S. W. 706, 37 L. R. A. 506, in affirming validity of act prohibiting withholding of employee's wages; Spring Valley W. W. Co. v. San Francisco, 61 Cal. 9, where act changing manner of fixing rate to be charged by water company for use of water was held proper exercise of legislature's reserved powers; Metropolitan Ry. Co. v. Highland Ry. Co.. 118 Mass. 293. and Worcester, etc., R. Co. v. Commissioners, 118 Mass. 568, where legislature has reserved power to alter, amend or repeal charter of street railway company, it may authorize another company to construct tracks on same street or use tracks of old company, and need make no compensation for diminution of profits; AttorneyGeneral v. Looker, 111 Mich. 507, 69 N. W. 932, holding majority of stockholders have not vested right to elect directors which is infringed by law giving minority stockholders power to elect representatives by cumulative voting; Montclair v. Railroad, 45 N. J. Eq. 445, 18 Atl. 245, where act relating to mode of constructing railroad crossings was held applicable to roads previously chartered but not yet constructed; Turnpike Co. v. Davidson County, 91 Tenn. 295, 18 S. W. 627, holding impairment of turnpike franchise by lawful creation of new roads not such a taking of property as renders county liable for damages; dissenting opinion in Watuppa Co. v. Fall River, 147 Mass. 570, 18 N. E. 479, the majority holding act of legislature valid although it operated to substantially impair corporation's grant. Cited, arguendo, in dissenting opinion in Sinking Fund Cases, 99 U. S. 742, 758, 25 L. 510, 515 see opinion of majority, supra); Parrott's Chinese Case, 6 Sawy.

355, 1 Fed. 487, where legislation under the reserved power being in conflict with the Federal Constitution it was held void; Western Ry. Co. v. Rollins, 82 N. C. 529, as recognizing power in legislature to modify or dissolve a corporation when such power is reserved by fundamental law. Approved, arguendo, in Central, etc., Co. v. Georgia, 54 Ga. 409, Rockland Water Co. v. Camden, etc., Water Co., 80 Me. 562, 15 Atl. 787, 1 L. R. A. 394, Toledo. etc., Ry. Co. v. Railway Co., 6 Ohio C. C. 403, and Attorney-General v. Railroad Cos., 35 Wis. 576, without special application.

Distinguished in Southern Pac. Co. v. Board, 78 Fed. 254, holding power to amend does not extend to affecting property acquired in exercise of their functions.

Constitutional law. Where State has reserved by general law right to alter or amend charters of corporations, this provision must be understood as incorporated in charter of each corporation organized thereafter, p. 522.

Cited and applied in State v. Maine Central, 66 Me. 505, in construing charter of railroad company; Norwood v. New York, etc., Ry. Co., 161 Mass. 266, 37 N. E. 201, and Montclair v. Railroad Co., 45 N. J. Eq. 443, 18 Atl. 245, in sustaining act to promote the abolition of grade crossings.

Miscellaneous. Cited in Head v. Amoskeag Co., 113 U. S. 19, 28 L. 893, 5 S. Ct. 445; incidentally, also Varner v. Martin, 21 W. Va. 558.

15 Wall. 524-539, 21 L. 206, THE NITRO-GLYCERINE CASE.

Carriers are not bound to know, in absence of reasonable grounds of suspicion, the contents of packages offered them for transportation, p. 536.

Cited and applied in Dinsmore v. Louisville, etc., R. R., 3 Fed. 605, holding refusal by railroad company to carry express company's safe unless allowed to inspect its contents, violates latter's rights as a shipper; State v. Goss, 59 Vt. 271, 59 Am. Rep. 709, 9 Atl. 831, reaffirms rule. See monographic note, 61 Am. St. Rep. 384.

Carriers.-There is no presumption of law that a carrier has knowledge of contents or properties of packages delivered to him for transportation, p. 536.

Carrier being innocently ignorant of the contents of a package, which proved to be nitro-glycerine, delivered to him for transportation, is not guilty of negligence where he handled it in same manner as other packages of similar outward appearance, p. 536.

Cited and applied in State v. Swett, 87 Me. 113, 47 Am. St. Rep. 810, 32 Atl. 809, 29 L. R. A. 717, where carrier was held not liable for violation of game law when it appeared he was acting without knowledge of character of game being transported; Rixford v. Smith. VOL. VII-59

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