contrary thereto. Ga. Supreme Ct. 1853, Union Branch R. R. Co. v. East Tennessee & Georgia R. R. Co. 14 Ga. 327. 242. If a corporation, which has forfeited its charter, accepts an act of the legislature restoring the charter on new conditions, the old charter is thereby repealed; and the corporation is estopped to deny the validity of the law to which it has thus assented. Pa. Supreme Ct. 1856, Erie & Northeast. R. R. Co. v. Casey, 26 Pa. St. 287. 243. That an act repealing the charter of a bank cannot be construed to be a repeal of the charter of the president, directors and company of the bank,-see People v. Oakland County Bank, 1 Dougl. (Mich.) 282. 244. Its effect. By N. H. Rev. Stat. ch. 146, § 26, no repeal of the charter of a corporation can take away or impair the remedy of a creditor against it for previously incurred liability, or affect a pending suit against it. N. H. Supreme Ct. 1859, Blake r. Portsmouth & Concord Railroad, 39 N. H. 435. VI. SURRENDER. 245. The power. A corporation may at any time surrender its charter, and accept a new one with other and different provisions. S. C. Ct. of Errors, 1859, Attorney General v. Clergy Society, 10 Rich. Eq. 604. 246. In whom vested. The charter and franchises of a corporation cannot be surrendered by the officers and a portion of the members, against the will of a majority of the members. S. C. Chancery, 1813, Smith v. Smith, 3 Desaus. 557. Compare Ward v. Society of Attorneys, 1 Colly. 370; Kean v. Johnson, 1 Stockt. 401. 247. Acceptance requisite. In general a surrender of a charter cannot be effectual without an acceptance on the part of the government. Mass. Supreme Ct. 1834, Revere . Boston Copper Co. 15 Pick. 351; Conn. Supreme Ct. 1828, Enfield Toll Bridge Co. t. Conn. River Co. 7 Conn. 28. And see State v. Fourth N. H. Turnpike Co. 15 N. H. 162; Rex r. Osborne, 4 East, 327. Butler. Palmer, 1 Salk. 190; Piper . Dennis, 12 Mod. 253. 248. What amounts to a surrender. That a lease by an educational corporation, made for the purpose of carrying on the school according to the charter, is not a surrender of the charter,-see Wesleyan University t. Troy Conference Academy, 5 N. Y. Surr. (1 Redf.) 287. 249. That the corporate existence may continue though its possessions have been surrendered, provided the objects of its creation can be fulfilled without the possession of corporate property. Thus, a dean and chapter may surrender all their corporate possessions and still continue a corporation; for their function of advising the bishop may be performed without the possession of real property in right of the corporation. See Dean and Chapter of Norwich Case, 3 Co. 73. 250. Validity. Where a legislature authorized a corporation, its stockholders assenting, to surrender their charter to a new corporation, the latter being required to receive, in payment for subscription for stock, stock in the old company at par, and debts of the old company, certified by its officers, to an aggregate amount not exceeding a specified sum,-Held, that, if the debts exceeded that limit, and some who were creditors were therefore excluded, one so excluded could not maintain a bill against the new company for payment of his debts. It was competent for the legislature to authorize a surrender of the charter; and the change did not impair the obligation of the contract of any creditor, or place him in a worse position respecting his demand. U. S. Supreme Ct. 1840, Smith . Chesapeake & Ohio Canal Co. 14 Pet. 45. That sur 251. When may be presumed. render of charter may be presumed from long neglect to use,—see State v. Trustees of Vincennes University, 5 Ind. 77. 252. Under a charter which authorizes the formation of a corporation, and appoints commissioners to open subscription for stock, and that if the required sum should not be subscribed, they might open them anew at such times as they should determine; the subscriptions must be made openly and within a reasonable time. If after failing to obtain the required amount, the commissioners relinquish the subscriptions and repay the amount received, they cannot, after the lapse of years, organize a corporation by receiving subscriptions anew without public notice. Conn. Supreme Ct. 1844, State v. Bull, 16 Conn. 179. 253. It seems that having abandoned the effort, and after the lapse of ten years, the commissioners must be deemed to have surrendered their trust and cannot resume it without further legislative authority. Ib. VII. DOUBLE CHARTERS. 254. Validity. A corporation, notwithstanding its charter and the liberties thereby granted have been confirmed by parliament under the king's great seal, may be reincorporated with a charter containing altered or additional powers. K. B. 1826, Rex r. Haythorne, 5 Barn. & C. 410; 8 Dowl. & R. 228. 255. And a second charter will not be avoided merely because it refers to a preceding charter as valid, which in fact was void, unless it be founded on such charter. Ib. 256. Acceptance. A corporation already in being, and acting either under a former charter or prescriptive usage, which accepts a new charter before the expiration of the old, may still act under the former, or partly under the one and partly under the other. In this respect there is a vast difference between an original charter granted to a new corporation, and a new charter granted to an old corporation. In the former case, the charter must be accepted in toto, or not at all; but in the latter the corporation may act partly under both the new and the old charters. [3 Burr. 1656; Ang. & A. on Corp. 650.] Tenn. Supreme Ct. 1866, Woodfork e. Union Bank, 3 Coldw. 488. 257. That a corporation is presumed to act under the old charter, unless the contrary appear-see Rex v. Mayor of Bridgwater, 11 Mod. 291. 258. That a corporation accepting a new charter may use it as a grant or confirmation, see Rex r. Larwood, 1 Ld. Raym. 29; Salk. 167. 259. That where a new charter is given which professes to confirm a former one, in the provisions of which it nevertheless introduces variations, the having acted according to the new provisions is evidence that the corporation have accepted the new charter not as a confirmation of the old one, but as a fresh grant,-see Ib. Rex v. Larwood, Salk. 167; 1 Ld. Raym. 29. 260. Acceptance of new charter not necessarily a surrender of old one. Where the citizens of a town already incorporated procured a new incorporation which did not expressly repeal the former, but set forth different boundaries,-Held, that there was no surrender of the original charter, nor dissolution of the corporation, but merely an amendment, and that the corporation were not thereafter precluded from collecting a tax previously assessed. In order to make a surrender of a corporate charter effectual, it is necessary that it be accepted by the government, and that a record thereof be made. Tenn. Supreme Ct. 1851, Norris v. Mayor &c. of Smithville, 1 Swan, 164. 261. Certain parties incorporated themselves by a recorded agreement or declaration under a statute authorizing persons to prosecute the business of manufacturing with corporate powers. Afterwards the legislature gave them a charter, declaring, inter alia, that they should possess and enjoy all the franchises then held by them,— Held, that these two acts, so far as they are consistent, were their charter, as the acceptance of the new act did not destroy, but only modified the old organization. Ga. Supreme Ct. 1858, Johnson v. Crawley, 25 Ga. 316. CHEMICAL COMPANIES. MANUFACTURING COMPANIES. CHURCHES. RELIGIOUS CORPORATIONS. CLUBS. 1. English clubs not "companies" within the joint stock companies' winding up acts,-see Re St. James Club, 16 Jur. 1075; 13 Eng L. & Eq. 589. 2. Rules. Every member of a club must be presumed to be acquainted with its rules. See Raggett v. Musgrave, 2 Carr. & P. 556. 3. Suits. That suits against the member of a club for arrears of their subscriptions are properly brought by the clubhouse master,-see Raggett v. Bishop, 2 Carr. & P. 343. 4. A managing committee of a club who are in possession of its assets for the purpose of winding up the affairs of the club, may be sued by one member, "on behalf," &c. for an account of the moneys received, and their application, and to bring back the balance, if any, without making the other members parties, and without seeking a general winding up of the concern. Chancery, 1847, Richardson . Hastings, 11 Bear. 17; 16 Law J. N. S. Ch. 322. 5. Liability of members. That every member of a club who either concurs in, or subsequently assents to, an order for goods given by one of the members, is liable therefor, unless it appears clearly that the tradesman meant to give credit to that member only; and making him a debtor in the tradesman's books, and sending in the bill to him, does not sufficiently show such intention, sce Delauney v. Strickland, 2 Stark. 416. pose, and whose signatures were counter- 9. In an action against the defendants to 6. That members of a club, merely as such, are not liable for debts incurred by a committee for work done or goods supplied I for the use of the club; unless the articles give the committee authority to pledge the personal credit of the members,-see Flemyng v. Hector, 2 Mees. & W. 172; 2 Gale, 180. 7. The members of a club, at a general meeting, authorized the members of the committee of management to borrow money on their own responsibility, but with the guarantee of the society for its repayment. The money was borrowed and placed to the account of the committee, one of whom drew checks upon the bank where it was deposited, and otherwise so conducted himself as to show his knowledge of the whole transaction. Held, that he was liable to an action for contribution by another member 11. New York general act. Clubs for soof the committee from whom the lender had cial and recreative purposes. Five or more persons of full age, citizens of the United States, a received the whole sum. C P. 1853, Mount-majority of whom shall be also citizens of this cashell v. Barber, 24 Eng. L. & Eq. 362. State, who shall desire to associate themselves 23 Law J. N. S. 43. 8. A club was formed, by the regulations of which the members paid entrance-money and an annual subscription, and cash was paid for provisions supplied to the house. The funds of the club were deposited at the banker's, and a committee was appointed to manage the affairs of the club, and to administer the funds; but no member of the committee had authority to draw cheques, except three who were chosen for that pur 10. When members of clubs are individually liable,-see also, Wood v. Finch, 2 Fost. & F. 447; Cockerell v. Aucompte, 40 Eng. L. & Eq. 279. As to Individual liability of stockholders in corporations generally,-see INDIVIDUAL LIABILITY. for social, temperance, benefit, gymnastic, esthet- 12. Club to relieve against draft. A club 1 should volunteer or put in a substitute. The funds of the association were paid by its treasurer to the defendants who were not members, upon the agreement that they would fill the quota of the whole township. The plaintiff, a member of the club, was drafted, and put in a substitute. Held, that the fund passed to the defendants, covered with a trust to pay it according to the terms of the subscription; that they stood in the position of the club; and that the plaintiff was entitled to his share of the fund. Pa. Supreme Ct. 1867, Foley v. Tovey, 54 Pa. St. 190. COLLEGES. 5. Scholarships. That a college may lawfully stipulate, in consideration of a subscription to its endowment, to give one free scholarship forever to the subscriber, his heirs or assigns, in another incorporated seminary of learning. N. Y. Ct. of Appeals, 1863, Genesee College v. Dodge, 26 N. Y. 213. 6. Trust. How far a college is held (in England) accountable, in equity, for its administration of trust funds,-see Attorney General v. Baliol College, 9 Mod. 407; Attorney General v. Talbot, 1 Ves. sr. 78; Attorney General v. Cairns College, 2 Keen, 150; Attorney General v. Mayor &c. of Norwich, 3 Mylne & K. 651. 7. Before equity will give relief from col-abuses of management of a school it must be satisfied that there is a trust in the college in the sense that the words are understood in equity, otherwise the remedy is through the visitor. Rolls Ct. 1847, Attorney General v. Magdalen College, Oxford, 10 Beav. 402. 1. Are private corporations. That leges are, in general, private and not public corporations,-see Dartmouth College v. Woodward, 4 Wheat. 518; Allen v. McKeen, 1 Sumn. 276. Compare Bracken v. William & Mary College, 1 Call, 161; 3 Call, 573. 2. Incorporation under general act. That in an application for an order to incorporate a college under the California act of 1850, providing that the proposed college shall have an endowment of a specified sum, it is necessary that the subscriptions of real estate should define the boundaries or situation of the lands proposed to be given, otherwise the application will be denied,-see Matter of California College, 1 Cal. 329. 3. That statutes in favor of colleges should be liberally construed,-see Pitts v. James, Hob. 122. 8. National endowment of agricultural colleges. "That there be granted to the sevtioned, an amount of public land, to be apporeral States, for the purposes hereinafter mentioned to each State a quantity equal to thirty thousand acres for each senator and representative in Congress to which the States are respeccensus of 1860: Provided, That no mineral lands tively entitled by the apportionment under the shall be selected or purchased under the provisions of this act." Act of Congress of July 2, 1862, § 1, 12 U. S. Stat. at L. 503. such lands, regulated. Id. § 2. 10. All expenses in management, &c., of said lands and their proceeds, must be paid from 4. The statute of Massachusetts, (Stat. of treasuries of States, respectively. Id. § 3. 11. "All moneys derived from the sale of the 1819, ch. 37,) which forbids innkeepers, lands aforesaid by the States to which the lands &c. to give credit to any undergraduate are apportioned, and from the sales of land-scrip of a college, without consent of the pre- hereinbefore provided for, shall be invested in sident thereof, or of such other officer stocks of the United States, or of the Sta es, or some other safe stocks, yielding not less than five as may be authorized by the government per centum upon the par value of said stocks; of the college, or in violation of any rules and the moneys so invested shall constitute a perand regulations of the college, is constitu-petual fund, the capital of which shall remain forever undiminished (except so far as may be protional. But no penalty is incurred by an vided in section 5 of this act) and the interest of innkeeper, &c. under the statute, unless which shall be inviolably appropriated, by each some rules have been made by the college State which may take and claim the benefit of on the subject of giving credit, nor unless this act, to the endowment, support and maintenance of at least one college where the leading come officer has been authorized to give or object shall be, without excluding other scientific withhold his consent; and in action for the and classical studies, and including military tacpenalty imposed by the statute, a declaration tics, to teach such branches of learning as are is fatally defective, which omits to allege such manner as the legislatures of the States may related to agriculture and the mechanic arts, in these facts. Mass. Supreme Ct. 1822, Soper respectively prescribe, in order to promote the t. Harvard College, 1 Pick. 177 liberal and practical education of the industrial classes in the several pursuits and professions in life." Id. § 4. 12. The grant of land and land-scrip hereby authorized shall be made on the following conditions, to which the previous assent of the several States shall be signified by legislative acts: 1. If the fund invested be diminished or lost, it shall be replaced by the State to which it belongs; except that a sum not exceeding ten per cent, upon the amount received by any State may be expended for the purchase of lands for sites or experimental farms, whenever authorized by the respective legislatures of said States. 2. No portion of said fund, nor the interest thereon, shall be applied, directly or indirectly, under any pretense whatever, to the purchase, erection, preservation or repair of any building or buildings. 3. Any State which may take and claim the benefit of the provisions of this act, shall provide within five years, at least not less than one college, as described in section 4 of this act, or the grant to such State shall cease, and said State shall be bound to pay the United States the amount received of any lands previously sold; and the title to purchasers under the State shall be valid. 4. An annual report shall be made regarding the progress of each college; one copy shall be transmitted to all the other colleges endowed under the provisions of this act, and one copy to the secretary of the interior. 5. When lands shall be selected from those which have been raised to double the minimum price, in consequence of railroad grants, they shall be computed to the States at the maximum price, and the number of acres proportionately diminished. 6. No State in rebellion or insurrection shall be entitled to the benefit of this act. 7. No State shall be entitled to the benefits of this act, unless it shall express its acceptance thereof by its legislature within two years from the date of its approval by the president.* Id. § 5. 13. Donation. That a donation of lands by the United States to a board of trustees of a college to be established in a particular State, becomes vested in such board when cstablished, and the State cannot afterwards do any act whereby the trust may be defeated,—see Vincennes University . Indiana, 14 How. (U. S.) 268. t. For the law protecting Gifts of property to support eleemosynary corporations, including colleges,—see BEQUESTS; DEVISES; TRUSTS. For the powers and duties of Visitors of colleges and other eleemosynary corporations, see VISITATION. By act of Congress of Apr. 14, 1864 (13 U. S. Stat. at L. 47), this time was extended to two years from date of this latter act; and the benefit of both acts was extended to West Virginia. For rules applicable to other Educational corporations,—see ACADEMIES; SCHOOLS; SEMINARIES. COMMITTEES. 1. Powers of majority. In general, if a number of persons are appointed by a corporation for a particular purpose, all must act; and no contract can be made by a portion of them, although a majority, which will bind the corporation. N. Y. Supreme Ct. 1857, Corn Exchange Bank 7. Cumberland Coal Co. 1 Bosw. 436. 2. In the absence of any by-law of a municipal corporation to the contrary, a majority of a committee, to whom is referred a project, constitute a quorum and are competent to act on the subject-matter. N. J. Supreme Ct. 1859, State v. Jersey City, 3 Dutch. 493. And see, to nearly same effect, Jenkins v. Union School District, 39 Me. 220. 3. A sale of land in the city of San Francisco by a portion of the board of commissioners of the funded debt, does not pass a legal title on which ejectment can be maintained. A majority may control, yet all must meet and consult, or have notice of meeting, that they may attend if they desire. A general resolution passed by the whole board, a year before, that they would sell all the city property to pay its debts, will not give validity to the sale of a particular lot subsequently made, in pursuance of a resolution adopted by the board, when two of the five were absent. Cal. Supreme Ct. 1856, Leonard . Darlington, 6 Cal. 123. As to the power of a Portion of a committee or other body, acting in the name of all, to contract for, or otherwise bind the corporation, see CONTRACTS; MAJORITY; OFFICERS; QUORUM; POWERS. 4. A committee appointed to rebuild a bridge, have implied power to bind the town by the necessary contracts for building, although also authorized by vote to borrow money for the purpose of rebuilding. Mass. Supreme Ct. 1839, Simonds r. Heard, 23 Pick. 120. And see Damon r. Granby, 2 Id. 345. But compare Kupfer v. South Parish in Augusta, 12 Mass. 185; Hayward v. Pilgrim Society, 21 Pick. 270. 5. A board of bank directors may delegate authority to a committee of its mem |