Railway Company v. Allerton - 85 U.S. 233 (1873)
U.S. Supreme Court
Railway Company v. Allerton, 85 U.S. 18 Wall. 233 233 (1873)
Railway Company v. Allerton
85 U.S. (18 Wall.) 233
Where the charter of a corporation says that the capital stock of the corporation shall be a sum named, as ex. gr., $100.000, "and may be increased from time to time at the pleasure of the said corporation," the directors alone, and without the matter being submitted to and approved by the stockholders, have no power to increase it unless expressly authorized thereto, and the fact that the charter declares that
"all the corporate powers of the said corporation shall be vested in and exercised by a board of directors and such officers and agents as said board shall appoint"
does not alter the case. The powers thus granted to the directors &c., refer to the ordinary business transactions of the corporation.
The Chicago City Railway Company was a corporation owning a street railroad in Chicago. The directors of the company, without consulting the stockholders or calling a meeting of them, resolved to increase the capital stock of the company from $1,250,000 to $1,500,000. To this one Allerton, who was a stockholder, objected and filed a bill praying for an injunction to prevent the increase. His position was that it could not be lawfully made without the concurrence of the stockholders, and in support of this view he relied upon the Constitution of Illinois, adopted in July, 1870, by the thirteenth section of the eleventh article of which it is declared as follows:
"No railroad corporation shall issue any stock or bonds except for money, labor, or property actually received and applied to the purposes for which such corporation was created, and all stock dividends, and other fictitious increase of the capital stock, or indebtedness of any such corporation, shall be void. The capital stock of no railroad corporation shall be increased for any purpose except upon giving sixty days' public notice in such manner as may be provided by law."
He also relied on an Act of the Legislature of Illinois passed March 26, 1872, to execute and carry out the above provision of the constitution, by which, amongst other
things, it was enacted that no corporation should change its name or place of business, increase or decrease its capital stock, or the number of its directors, or consolidate with other corporations without a vote of two-thirds of the stock at a stockholders' meeting.
The railway company in its answer relied upon its charter, granted February 14, 1859, the third and fourth sections of which were as follows:
"SECTION 3. The capital stock of said corporation shall be one hundred thousand dollars, and may be increased from time to time at the pleasure of said corporation."
"SECTION 4. All the corporate powers of said corporation shall be vested in and exercised by a board of directors and such officers and agents as said board shall appoint."
The position of the company was that the third section conferred an unrestricted right to increase the capital stock at will, and that the fourth vested this power in the board of directors, and that the constitutional provision and act above referred to, if applied to this corporation, would impair the validity of the contract. It was further set up, however, that the said provision did not apply to railways worked by horsepower. The court below decreed in favor of the complainant, and the company took the present appeal.