Railway Company v. Allerton

85 U.S. 233, 21 L. Ed. 902, 18 Wall. 233, 1873 U.S. LEXIS 1303

• Court: Supreme Court of the United States
• Decided: March 18, 1874
• Status: Published

Opinion

Mr. Justice BRADLEY

delivered the opinion of the court..

Without attempting to decide the constitutional question, or to give a construction to the act of the legislature, we are satisfied that the decree must be affirmed on the'broad, ground that a change so organic and fundamental as that of increasing the capital stock of a corporation beyond the limit fixed by the charter cannot be made by the directors alone, unless expressly authorized thereto. The general power to perform all corporate acts refers to the ordinary business transactions of the corporation, and does not extend to a reconstruction of the body itself, or to an enlargement of its capita] stock. A corporation, like a partnership, is an association of natural persous who contribute a joint capital for a common purpose, and although the shares may be assigned to new individuals in perpetual succession, yet the number of shares and amount of capital cannot be increased, except in the manner expressly authorized by the charter or articles of association.

Authority to increase the capital stock of a corporation may undoubtedly be conferred by a law passed subsequent to the charter; but such a law should regularly be accepted by the stockholders. Such assent might be inferred by subsequent acquiescence; but in some form or other it must be given to render the increase valid and binding on them. Changes in the purpose and object of an association, or in the extent of its constituency or membership, involving the amount of its capital stock, are necessarily fundamental in their character, and cannot, on general principles, be made without the express or implied consent of the members. The reason is obvious.

First, as it respects the purpose and object! This may be said to be the final cause of the association, for the sake of which it was brought into existence. To change this without the consent of the associates, would be to commit them to an enterprise which they never embraced, and would be manifestly unjust.

Secondly, as it respects the constituency, or capital and membership. This is the next, most important and fundamental point in the constitution of a body corporate. To change it without the consent of the stockholders, would be to make them members of an association, in which they never consented to become such. It would change the relative influence, control, and profit of each member.. If the directors alone .could do it, they could always perpetuate their own power. Their agency does' not extend to such an act unless so expressed in the charter, or subsequent enabling act; and such subsequent act, as before said, would not bind the stockholders without their acceptance of it, or.assent to it in some form. Even when the additional stock is distributed to each stockholder pro rata, it would often work injustice, because many of the stockholders might be unable to take tlieir respective shares, and might thus lose their relative interest and influence in the corporate concerns.

These conclusions flow naturally from the character .of such associations. Of course, the associates themselves may adopt or assent to a different rule. If the charter provides that the capital stock may be increased, or that a new business may be adopted by the corporation, this is undoubtedly an authority for the corporation (that is, the stockholders) to' make such a ebauge by a stockholders’ vote, in the regular ■way. Perhaps a subsequent ratification or assent to a change airead}’ made, would be equally effective. It is unnecessary to decide that point at this time. But if it is desired to confer such a power on the directors, so as to make their acts binding and final, it should be expressly conferred.

Where .the stock expressly allowed by a charter has not been all subscribed, the power of the directors to receive subscriptions for the balance may stand on a different footing. Such an act might, perhaps, be considered as merely getting in the capital already provided for the operations and necessities of the company, and, therefore, as belonging to the orderly and proper administration of the company’s affairs. Even iu suc,h case, however, prudent and fair directors would prefer to have the sanction of the stockholders to their acts. But that is not the present ease, and need not be further considered.

Decree affirmed.