§ 1023. Directors as trustees upon dissolution. It is generally provided by statute that upon dissolution directors shall administer the assets and make distribution as trustees for creditors and stockholders.1 Such directors become vested with title to the corporate property immediately upon dissolution of the etc., Canal Co. v. Camden, etc., R. R. Co., 16 N. J. Eq. 321; Raritan, etc., R. R. Co. v. Delaware, etc., Canal Co., 18 N. J. Eq. 546; Bonaparte v. Camden, etc., R. R. Co., Baldwin, 227; Moorhead v. Little Miami R. R. Co., 17 Ohio, 340; Richmond, etc., R. R. Co. v. Louisa R. R. Co., 13 How. 71; Hudson, etc., Canal Co. v. New York, etc., R. R. Co., 9 Paige, 323; Buller v. Society, etc., 12 N. J. Eq. 498; Ross v. Elizabethtown, etc., R. R. Co., 2 N. J. Eq. 422. Their aid has often been invoked through the law officers of the government for the protection of charitable and other trusts in which the public were interested; Story's Eq. Jur. § 1186; Atty.-Gen. v. Tudor Ice Co., 104 Mass. 244; Atty.Gen. v. Leicester, 7 Beav. 176; Parker v. May, 5 Cush. 338, 340; Jackson v. Phillips, 14 Allen, 539; and to enjoin the commission of other acts which would cause irreparable loss to the community. Atty.-Gen. v. West Hartlepool, etc., Commr's, L. R. 10 Eq. 152; People v. Mayor, etc., of N. Y., 32 Barb. 35; State v. Mayor, etc., of N. Y., 3 Duer, 159; Ewing v. B'd of Education, 72 Mo. 440. Such jurisdiction has also been made available to the state to obtain redress for wrongs done in connection with public trusts committed to corporations, as in the case of misuse of public property acquired by virtue of the power of eminent domain granted by the state as well as for misuse of the power itself. Resort has frequently been had to remedies by injunction to restrain nuisances. Atty.-Gen. v. Jamaica Pond Aqueduct Co., 133 Mass. 361; Atty.-Gen. v. Tudor Ice Co., 104 Mass. 244; Atty. Gen. v. The Cohoes Co., 6 Paige, 133; District Atty. v. Lynn, etc., R. R. Co., 16 Gray, 242; Atty.-Gen. v. Hudson River R. R. Co., 1 Stock. 526; Com. v. Pittsburg, etc., R. R. Co., 24 Pa. St. 159; State v. Wheeling, etc., Bridge Co., 13 How. 518, 566; Atty.-Gen. v. Toronto Street Ry. Co., 14 Grant (U. C.) Ch. 673; State v. Dayton, etc., R. R. Co., 36 Ohio St. 434; Atty.-Gen. v. Cockermouth Local Board, L. R. 18 Eq. 172; Atty.-Gen. v. Leeds Corp., L. R. 5 Ch. App. 583; Atty.-Gen. v. Mayor of Southampton, 1 Giff. 363; Ware v. Regents Canal Co., 3 De G. & J. 212, 228, the exaction of illegal. tolls and freights, Atty.-Gen. v. Gt. Northern Ry. Co., 1 Dr. & Sm. 154, 161, 162; Com. v. Pittsburg, etc., R. R. Co., 24 Pa. St. 159; Atty.-Gen. v. Gt. Eastern Ry. Co., L. R. 11 Ch. D. 449; Atty.-Gen. v. R. R. Companies, 35 Wis. 432, 523, et seq., and cases cited. See also, Atty.-Gen. v. Mid-Kent Ry. Co., L. R. 3 Ch. App. 103, 104, and violations of obligations to the public generally. Appropriate equitable remedies are granted under all circumstances which would entitle an individual to them upon proper application and not otherwise. But independently of statutes a court of equity has no jurisdiction at the suit of the state to compel the officers of a private business corporation to refund property of the corporation illegally disposed of. 1 People v. O'Brien, 111 N. Y. 1; Adams v. Kehler Milling Co., 35 F. 433, construing and giving effect to Rev. Statute Mo., § 744. corporation.1 Where it is provided by statute that upon dissolution the directors shall act as trustees to wind up the affairs of the corporation, but empowering courts of equity to either continue them as trustees or appoint a receiver, this power is discretionary, and a receiver will not be appointed except for good cause shown.2 § 1024. Dissolution of "trusts."-If the agreement among the parties to an unlawful combination is contrary to statute or void because contrary to public policy, courts, as we have seen, will refuse to take cognizance of it for any purpose, and will decline to appoint a receiver to take charge of its property for the purpose of winding up its business. The parties will be left where the court finds them.3 But where there is no illegality, courts will interfere in case of insolvency, or threatened loss of the trust fund, or by consent of the parties as in other cases. But where the trustees have merely been guilty of a breach of trust, the same rule applies as in the case of such breaches by directors, and the court will decline to dissolve the trust for that reason alone. The proper remedy is by injunction or action to remove the wrongdoing trustees." Whether a certificate holder may, at any time, withdraw and compel an accounting from the trustee, depends to a great extent upon the nature of the agree 1 People v. O'Brien, 111 N. Y. 1. See Heggie v. B. & L. Ass'n (N. C.), 12 S. E. 275. 2 Newfoundland, etc., Co. v. Schack, 40 N. J. Eq. 222; 1 A. 23. 8 In re Padston, etc., Co., L. R. 20 Ch. D. 137. 4 Perry on Trusts, § 920; Baring v. Dix, 1 Cox, 213; Bailey v. Ford, 13 Sim. 495; Jennings v. Braddeley, 3 K. & J. 77. 5 Perry on Trusts, §§ 816, 853; Cameron v. Havemeyer, 12 N. Y. S. 126; Havemeyer v. Brooklyn Sugar Refining Co., Id; supra. ment. If no time for its continuance is limited therein, he could undoubtedly do so; but where the trust confers upon the parties the relation of shareholders in a joint-stock association, or a partnership, the whole trust will not be dissolved upon the application of one member alleging no other reason than his desire to withdraw, or mere mismanagement, until the expiration of the period fixed in the articles.1 1 Waterbury v. Mercantile, etc., Ex. Co., 50 Barb. (N. Y.) 157; Smith v. Virgin, 33 Me. 148; Smith v. Anderson, L. R. 15 Ch. D. 247. 74 PART III. LEGISLATION SPECIALLY AFFECTING CORPORA TIONS. CHAPTER XXXVIII. AMENDMENT AND REPEAL OF CHARTERS. § 1025. Power of legislature to bind the state by contract. 1026. What authority may be re-delegated to corporations. 1027. Questions which may arise in a given case. 1028. Reservations in constitutions and charters. 1029. The contractual relation between a state and a corporation. 1030. No consideration required to support the grant. 1031. The rule applies to charitable and benevolent corporations. 1032. Diversion of funds and change of corporate management within the prohibition. 1033. The alteration cannot be accomplished indirectly. 1034. Provision violated by partial impairment and deprivation of all remedy. 1035. Grants and contracts of membership both affected by unconstitutional legislation. 1036. Character of membership in corporations formed under general laws considered. 1037. Changes beneficial to the corporation. 1038. Alterations by consent of members. 1039. Exemptions from taxation. 1040. Contracts granting exclusive monopolies. 1041. Must be based upon consideration. 1042. Grant of exclusive right to control rates never implied. 1043. Changes of charter not binding upon members. 1044. General laws contained in charters subject to repeal. 1049. Origin of practice of making reservations in charters. 1051. Distinction between franchise and power connected with it. § 1052. Constitutional protection of franchises in the hands of transferee. 1053. Of the relation created by a grant of franchises in connection with the reservation. 1054. Meaning of terms. 1055. Manner of reservation. 1056. Reservation becomes a condition of the grant. 1057. When consolidation effects a repeal. 1058. The extent of the power of alteration. 1061. 1062. "alter." Alterations for public convenience and safety. Alterations with respect to capital stock. 1063. The tendency of judicial decision. 1064. Amendments conditioned upon acceptance. 1065. Effect of repeal upon the property rights of the corporation. of facts. § 1025. Power of legislature to bind the state by contract. When necessary in order to secure to the state the due performance of the duties appertaining to any of the agencies of government by the incumbents, the supreme representative body may make all needful contracts upon whatever consideration they may see fit to accept. Such contracts when falling beyond the pale of the constitutional limitations and not subject to other disabilities bind the state as firmly and to the same extent as similar contracts would be binding between individuals; nor can one party thereto be deprived of the benefits of due performance by the other by legislation impairing their obligation, whether such contracts happen to be contained in a charter granted to a private corporation or an agreement to make an improvement on state property. § 1026. What authority may be re-delegated to corporations.-The inalienable prerogatives of government, however, are exercised by its agents of highest dignity and authority under a delegation of power. While they cannot divest the state of these beyond the power of |