state, and that the money is held for the purpose of paying creditors, is immaterial. Pope et als., Receivers, vs. The Town and City of Hartford, 82 Conn. 406.

"2342. Property of traders and manufacturers where listed. The property of any trading, mercantile, manufacturing, or mechanical business shall be assessed in the name of the owner or owners in the town, city, or borough where the business is carried on; and the list of any such owner or owners shall be given in by the person having charge of such business residing in the town, city, or borough, when the owner or owners do not reside therein. The average amount of goods kept on hand for sale during the year, or any portion of it when the business has not been carried on for a year, previous to the first day of October, shall be the rule of assessment and taxation; but merchants shall also be liable to be assessed for any amount due them from responsible persons, beyond their liabilities; and any merchant may have a deduction from his list of debts owing by him, in the same manner and to the same extent as in § 2349 provided. This section shall apply to the property of all persons, whether residents of this state or not, and to the property of all corporations whether domestic or foreign."

Public Acts of 1907, Chap. 74, § 5, provides as follows:

"SEC. 5. In the town of New Haven, the property of any trading, mercantile, manufacturing, or mechanical business shall be assessed and valued in all respects as provided by section 2342 of the general statutes; provided, however, that the average amount of goods kept on hand for sale during the year, or any portion of the year when the business has not been carried on for a year previous to the first day of June, shall be the rule of assessment and taxation in said town."

§ 2342 has no bearing on the question of taxing cash on hand or in bank belonging to such corporation. Pope et als. vs. The Town and City of Hartford, 82 Conn. 406.

Returns to Tax Commissioners are provided for by Public Acts of 1909, Chap. 7, as follows:

"SECTION 1. All statements, reports, or returns required to be filed with the tax commissioner for the purpose of taxation shall be open only to the inspection of the tax commissioner, his clerks and assistants, and such other officers of the state as have occasion to inspect them for the purpose of assessing and to certain officers. collecting taxes. The tax commissioner

Limiting inspection of returns to

tax commissioner

shall publish such reports as are required by law, and may also publish such other reports as will give information to the public regarding taxation.

"SEC. 2. This act shall take effect from its passage."

Real Estate to be set in list of town where it is situated. Public Acts of 1907, Chap. 184, provides as follows:

Corporate property, where listed. Stockholders

exempt.

"Section 2329 of the general statutes is hereby amended to read as follows: The real estate of any corporation mentioned in section 2328 shall be set in the list of the town in which such real estate is situated, and all of the personal estate of such corporation which is permanently located or stationed in any town shall be set in the list of the town in which said property is located, and all other personal property of such corporation shall be set in the list of the town in which such corporation has its principal place of business, or exercises its corporate powers; and when it shall have two or more establishments for transacting its business in different towns, school districts, or other municipal divisions,

it shall be assessed and taxed for every such establishment, and for the personal property attached thereto, or connected therewith, and not permanently located in some other town, in the town, school district, or other municipal division having the power of taxation in which such establishment is; and the stockholders of any corporation, the whole property of which is assessed and taxed in its name, shall be exempt from assessment or taxation for their stock therein."

Taxing a corporation upon the market value of real estate owned by it, and taxing individual stockholders upon the market value of the shares owned by them, is not, strictly speaking, double taxation. It may or may not come within the equity of the rule that double taxation should be avoided. Bulkeley's Appeal, 77 Conn. 45.

Sec. 43. Alteration and repeal of charters. All acts creating or authorizing the organization of corporations or altering the charters of corporations, which have been or shall be passed by the general assembly, and all charters under which no corporation has been organized, shall be subject to alteration, amendment, and repeal at the pleasure of the general assembly, unless otherwise expressly provided in such acts; but no such amendment or repeal shall impair any remedy against any such corporation or against its officers, directors, or stockholders, for any liability which shall have been previously incurred; and all such amendments shall apply to every corporation except in so far as is otherwise expressly provided.

NOTES.

It is elementary that a charter is a contract within Art. 1, § 10, of the United States Constitution, forbidding any State to make any law impairing the obligation of contracts. Trustees of Dartmouth College vs. Woodward, 4 Wheat. (U. S.) 518.

Therefore, if no power to repeal the charter of a corporation is reserved by the state in granting it none can be exercised. Lothrop et al. vs. Stedman, 42 Conn. 583.

Since a charter is a contract, neither the directors nor a majority of the stockholders can bind a minority without the assent of the latter, in any matter which is not expressly or impliedly authorized by the charter. Byrne vs. Schuyler Electric Mfg. Co. et als., 65 Conn. 336.

But the grant from the state is always construed strictly against the grantees, and if the charter authorizes the corporation in sweeping terms to do certain things not necessary to the main object of the grant and not immediately within the contemplation of the parties, the power remains within the control of the legislature so long as it remains unexecuted and no rights have vested under it and may be treated as a license and revoked. Pearsall vs. Great Northern Railway, 161 U. S. 646.

The reserved power of amendment of the charter of a water company includes the right to make any alterations which do not substantially impair the object of the grant or affect vested rights; and the alterations may result from the operation of general laws, as well as from special legislation addressed to the corporation itself. Town of Southington vs. Southington Water Co., 80 Conn. 646.

Alterations in the charter of a corporation which make a material or fundamental change therein will not become operative unless accepted or assented to by all the stockholders. Those which make auxiliary or incidental changes only will become operative upon

acceptance by a majority. There is no exact formula for ascertaining what changes are fundamental and what incidental. Each case must be determined upon its own peculiar facts. Perkins vs. Coffin, 84 Conn. 275.

Sec. 44. Forms for certificates. The secretary of the state shall prepare forms for the several certificates and returns required by this act.

Sec. 45. Penalty for violation of this act. Every person who shall violate any of the provisions of this act, for which no penalty or punishment is expressly prescribed, shall be fined not more than one thousand dollars.

NOTES.

66

Gen. Stat., Rev. of 1902, "§ 1022. Enforcement of corporation laws. Any stockholder of a corporation may apply for a writ of mandamus against such corporation, to compel it to obey the statute laws of this state."

Since section 45 imposes a penalty, an action brought under it does not survive the death of an officer thus liable. Mitchell et als. vs. Hotchkiss, 48 Conn. 9.

Where a corporation is proceeding in contravention of its charter obligations, and refuses to fairly and fully perform a specific duty imposed on it either by its charter or a general statute, mandamus is the proper remedy to compel performance if there is no other specific remedy. State vs. Hartford & N. H. R. R. Co., 29 Conn. 538.