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from liability thereon. The only remedy of a stockholder who has paid his subscription, against an illegal amendment, is by injunction. But assent cr acquiescence, silence under circum tances that ca.led upon him to dissen, if he so intended, may bar a stockholder's remedy against an illegal amenment. Assent, however, is not to be presumed, but must be proven.*

1 Clearwater v. Meredith, 1 Wall, 25; Nugent v. Supervisors, 19 Wall. 241; Champion v. Memphis etc. R. R. Co. 35 Miss. 693.

2 Mowry v. Indiana & C. R. R. Co. 4 Biss. 78; Stevens v. Rutland & B. R. R. Co. 20 Vt. 15; Cook on block & Stockh. y 5.2.

3. Cook on Stock & Stockh. § 50" Bedfor1 R. R. Co. v. Bowser, 48 Pa. St. 29; Martin v. Pensacola & G. R. R. C. 8 Fla. 57; 73 Am.ec. 713. So also laches: Gifford v. New Jersey R. R. Co. 10 N. J. q. 171.

4 Cook on Stock & S.ockh. 5 3; March v. Lastern R. R. Co. 43. II. 51; 76 Am. Dec. 731. r'or a very ill and learned discussion of the whole quest on of amendments and repeals of charters, see Cook on Stoc. & Sto k... § 492-.03.

$ 50. How far a corporation may exist and transact business in a foreign State. -Snce the decision of the Supreme Court in the case of the Bank of Augusta v. Earle,' it has been the recognized rule of American law that a co poration ca have no legal existence out of the boundaries of the sovereignty by which it is created. Existing by force of law only, where that law ceases to o operate the corporation can have no legal exis.ence. It must dwell in the place of its creation, and "it cannot hold meetings, pass votes, or do any corporate acts, strictly so-called, outside of that sovereignty." It is a well-settled principle, however, t..at a corporation, in the absence of expres 16strictions or prohibitions, may, through its agents, lawfully exercise its corporate functions outside of the State or country creating it; as, for example, that it may make any lawful contract, carry on its

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business, sue or be sued, and acquire, hold and convey property. But it is only through the comity of nations that a foreign corporation can do business in a State in which it is not incorporated. It does not come within that provision of the federal constitution extending to the citizens of each State all the privileges and immunities of citizens in the several States. A corporation, however, being a "person," is subject to the liabilities and entitled to the privileges of natural persons, except in cases in which the law is clearly inapplicable to artificial persons. Accordingly a railway, like a private person, may have a legal residence in one State, where it may sue and be sued, and its legal domicile in another from which it derives its charter. It is to be regarded as a resident of each State or county through which its road may pass, or in which it has established an office for the transac tion of business, being subject to and entitled to the protection of the laws thereof." And where it has acquired such a legal residence, it is not to le served by constructive summons as a non-resident; nor is it to be taxed as a non-resident." In California and Arkansas the State constitutions forbid the enactment of laws permitting corporations or ganized out of the State to transact business on more favorable terms than are prescribed for similar corporations organized within the State. But the constitution of Louisiana permit the granting of licenses to foreign corporations on a principle different from corporations holding their charters from that State."1

1 13 Pet, 519.

1J

2 Smi h v. Silver Mining Co 64 Md. 85; 4 Am. Rep. 760; Bank of Aujusia v. Earie, 12 Pet. 51, 585; Pau. v. Virginia, 8 Wall. 181; Runyan

V. Coster, 14 Pet. 122, 131; Day v. Newark India Rubber Co. 1 Blatch. C. C. 628; Miller v. Ewer, 27 Me. 509; 64 Am. Dec. 619; Farin. 7. Blackstone Canal Co. 1 Sumn. 46. See also Cook on Stock and Stockh. § 591; Taylor on Corporations, § 382; Wood on Railways, & 139.

3 Wells v. Northern Pacific R'y Co. 23 Fed. Rep. 469: Runya: v. Coster, 14 Pet. 122, 129; Bank of Augusta v. Earle, 13 Pet. 519, 568; Ka lroad Co. v. Harris, 12 Wall. 82; Ex parte Schollenberger, 96 U. S. 569; Merrick v. Van Santvoord, 34 N. Y. 208; Kerchner v. Gettys, 18 S. C. 521; Baldwin v. Mississippi R. R. Co. 5 Iowa, 518; Bard v. Pool, 12 N. Y. 495; Christian Union v. Yount, 101 U. S. 356; United States v. Insurance Co. 22 Wall. 99; Newby v. Colt's Patent Fire-arms Co. Law R. 7 Q. B. 293; Leazure v. Union Mutual Life Ins. Co. 91 Pa. St. 491.

4 Paul v. Virginia, 8 Wall. 168.

5 Wright v. New York Central R. R. Co. 28 Barb. 80; Field v. New York Central R. R. Co. 29 Barb. 176; Olcott v. Tioga R. R. Co. 20 N. Y 210; 75 Am. Dec 393; Boyd v. Craydon R'y Co. 4 Bing. N. C. 663; Mineral Paint R. R. Co. v. Keep, 22 Ill. 9; 74 Am. Dec. 124; United States v. Smedey, 11 Wheat. 332.

6_ Louisville etc. R. R. Co. v. Lettson, 2 How Pr. 497; New York & E. R. R. v. Shepard, 5 McLean, 455; Androscoggin etc. R. R. Co. v. Stevens, 17 Me. 434; Thorne v. N. Y. Central K. R. Co. 36 N. J. 121.

7 Glaize v. South Carolina R. R. Co. 1 Strob. 70; Pond v. Hudson River R. R. Co. 17 How. Pr. 5; Richardson v. Burlington etc. R. R. Co. 8 Iowa, 260; Baldwin v. Mississippi etc. R. R. Co. 5 Iowa, 518. But see Hubbard v. National Protection Co. 11 How. Pr. 149.

8 Belden v. New York & II. R. R. Co. 15 How. Pr. 17.

9 People v. F.edericks, 48 Barb. 173.

10 Cal. Const. (1373), art. 12, § 15; Ark. Con

(1874), art. 12, § 11.

11 But the system must be uniform: La. Const. (1879), § 217; see also Ark. Const. (1874), art. 12, § 11.

§ 51. Of directors' meetings in a foreign State. Although as a general rule a corporation cannot hold meetings, and transact its internal corporate business in a State foreign to the one from which it derives its charter,1 yet it seems clear that a board of directors of a corporation may in a proper case lawfully meet and transact business outside of the State creating it, and that their proceedings will be binding upon the corporation. The legislature may validate the acts of a meeting of shareholders held beyond the borders of the State, in case it could have authorized the meeting so to be held in the first place.3

1 Hilles v. Parrish, 1 McCart. (N. J.) 330, where it was held that a resolution or directors at a meeting held in a foreign State, transferring

stock to certain of their own number, was inoperative. Cf. People v. Geneva College, 5 Wend. 211. But see McCall v. Byram Mfg. Co. 6 Conn. 428, where the appointment of a secretary of the corporation by the directors at a meeting held without the State was declared valid, although the perso so appointed reside permanently in the foreign State.

2 Wood Hydraulic Mining Co. v. King, 45 Ga. 40. Acc. McCall v. Byram Mg. Co. 6 Conn. 428; Smith v. Alvord, 63 Barb. 415; Wright v. Bunby, 11 Ind. 338, 491; Bellows v. Todd, 39 Iowa, 239, 217; Ohio etc. R, R. Co. v. McPherson, 35 Mo. 13; 86 Am. Dec. 123: Galveston R. R. Co. v. Cowlery, 11 Wall. 45, 475; Arines v. Couant, 33 Vt. 741; Bassett v. Monte Cristo Mining Co. 15 Nev. 293. Contra, Hiller v. Parish, 14 N. J. Eq. 350, an unconsidered dictum: Ormsby v. Copper Mining Co. 56 N. Y. 623, among memoranda of cases not reported in full.

3 Graham v. Boston etc, R. R. Co. 113 U. S. 161, 178. Cf. Shaw v. Norfolk R. R. Co. 5 Gray, 162.

§ 52. Of stockholders' meetings in a foreign State. But with respect to stockholders' meetings the rule is different. While the directors are merely the agents of the body corporate, the stockholders, meeting and acting as such, are the corporation itself, which is incapable of existence without the territorial bounds of the State creating it; accordingly it would seem to be an indisputable proposition that shareholders' meetings can be lawfully held only within the incorporating State. It has been said, however, that the proceedings of such a meeting are not absolutely void, but avoidable only;2 and that the corporation itself," and participating shareholders, are estopped to deny the legality of the meeting. The shareholders of a corporation duly incorporated in more than one State may hold meetings in any of the States from which they derive their charter; and the proceedings of a meeting in one of the States are valid with respect to the property of the corporation in all of them, without the necessity of the repetition of the meeting in the other States."

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1 Miller v. Fwer. 27 Me. 509; 66 Am. Dec. 619; Taylor on Corporations, $$ 43, 5). See the author's note to Graham v. Boston H. & E. R. Co. (118 U. S. 161). 25 Am. & Eng. R'y Cas. 50, 67, 73; Asinwall v. Ohio etc. R. R.

Co. 20 Ind. 492, 497; 83 Am. Déc. 329; Ormsby v. Vermont Cooper Mining Co. 56 N. Y. 623; Hilles v. Parish, 14 N. J. 330. Vide infra, §§ 435, 133. 2 Ohio etc. R. R. Co. v. McPherson, 25 Mɔ. 13; 8) Am. Dec. 128.

3 Heath v. Silverthorn Lead Mining Co. 33 Wis. 146.

4 Ohio etc. R R. Co. v. M.Pherson, 35 Mo. 13; 83 Am. De. 128.

5 Graham v. Boston, H. & E. R. R. Co. 118 U. S. 161. Cf. Richardson v. Vermont R. R. Co. 41 V. 613. Contra, Aspinwall v. Ohio R. R. Co. 20 Ind. 4 2; 83 Am. Dec. 329.

6 Graham v. Boston, H. & E. R. R. Co. 118 U. S. 161; Cook on Stock & Stockh. 592.

§ 53. Of companies incorporated in more than one State. —A railway company holding charte s from two or more States is a distinct corporation in each. Although the capital stock of a railway chartered in several States be a unit held by one set of shareholders, and the management of the road be in the hands of one set of directors, yet the corporation is to be regarded as having a domicile3 in each State, and as to its property in each State it is a distinct corporation subject to the laws thereof.2 And unlike a private person, it may in this way have at the same time more than one legal domicile.3 Ordinarily, however, a corporation is deemed to have its residence or "home" only in the place where its principal office is situated, where its profits come home to it, whence orders emanate, and where the chief officers of the company are to be found. And perhaps the sounder view is that this question is one rather of legislative intent than of legislative power or legal possibility. In general it seems to be held that there exists in these cases one corporation, and that its existence is in several States, rather than that there is a several exist nce in each State.5 In suits by or against a citizen of one State from which it derives a charter, a railway cannot claim to be a citizen of another State