other cases the legislature exercises a similar power of control in respect to the corporate property, and may direct its partition and appropriation, with a view to accommodate justly and most effectually the purposes for which it was acquired.

The rule upon the subject seems to be this: when corporate powers are conferred, there is an implied compact between the State and the corporators that the property which they have the capacity to acquire under their charter shall not be taken from them and appropriated to other uses. If the State grants property to the corporation, the grant is an executed contract, which cannot be revoked. The rights acquired, either by such grants or by any other legitimate mode in which such a corporation can acquire property, are vested rights, and cannot be taken away. Nevertheless, when the corporate powers are repealed, the corporate ownership ceases; and by modification of corporate powers the legislature may, in other cases, affect and divest the rights of individual corporators, so far as they can be said to have any rights in public property. And in other ways, and by direct intervention, the legislature may exercise control over the disposition and use of the property, subject to this restriction, that it must not be diverted to a use substantially different from that for which it was acquired.1

1 "That the State may make a contract with, or a grant to, a public municipal corporation, which it could not subsequently impair or resume, is not denied ; but in such a case the corporation is to be regarded as a private company. A grant may be made to a public corporation for purposes of private advantage; and although the public may also derive a common benefit therefrom, yet the corporation stands on the same footing, as respects such grant, as would any body of persons upon whom like privileges were conferred. Public or municipal corporations, however, which exist only for public purposes, and possess no powers except such as are bestowed upon them for public political purposes, are subject at all times to the control of the legislature, which may alter, modify, or abolish them at pleasure." Trumbull, J., in Richland County v. Lawrence County, 12 Ill. 8. "Public corporations are but parts of the machinery employed in carrying on the affairs of the State; and they are subject to be changed, modified, or destroyed, as the exigencies of the public may demand. The State may exercise a general superintendence and control over them and their rights and effects, so that their property is not diverted from the uses and objects for which it was given or purchased." Trustees of Schools v. Tatman, 13 Ill. 30, per Treat, Ch. J. And see Harrison v. Bridgeton, 16 Mass. 16; Montpelier v. East Montpelier, 27 Vt. 704; Same v. Same, 29 Vt. 19; Benson v. Mayor, &c. of New York, 10 Barb. 223. See also City of Louisville v. University, 15 B. Monr. 642. In State v. St. Louis County Court, 34 Mo. 572, the following remarks are made by the court, in considering

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This restriction is equally applicable where corporate powers are taken away, as in other cases; and whatever might be the nature of the public property which the corporation had acquired, and whatever the purpose of the acquisition, the legislature, when by taking away the corporate authority it became vested with the control of the property, would be under obligation to dispose of it in such manner as to give the original corporators the benefit thereof, by putting it to the use designed, or some kindred or equally beneficial use having reference to the altered condition of things. The obligation is one which, from the very nature of the case, must rest for its enforcement in great measure upon the legislative faith and sense of justice; and it could only be in those cases where there had been a clear disregard of the rights of the original corporators, in the use attempted to be made of the property, that relief could be had through judicial action.

No such restriction, however, can rest upon the legislature in regard to the rights and privileges which the State grants to municipal corporations in the nature of franchises, and which must be understood to be granted as aids or conveniences to the municipality in effecting the purposes of its incorporation. These, like the corporate powers, must be understood to be granted during pleasure.1

the cause shown by the county in answer to an application to compel it to meet a requisition for the police board of St. Louis: "As to the second cause shown in the return, it is understood to mean, not that there is in fact no money in the treasury to pay this requisition, but that as a matter of law all the money which is in the treasury was collected for specific purposes from which it cannot be diverted. The specific purposes for which the money was collected were those heretoforé directed by the legislature; and this act, being a later expression of the will of the legislature, controls the subject, and so far as it conflicts with previous acts, repeals them. The county is not a private corporation, but an agency of the State government; and though as a public corporation it holds property, such holding is subject to a large extent to the will of the legislature. Whilst the legislature cannot take away from a county its property, it has full power to direct the mode in which the property shall be used for the benefit of the county."

1 East Hartford v. Hartford Bridge Co., 10 How. 535. On this subject, see ch. 9, post. The case of Trustees of Aberdeen Academy v. Mayor, &c. of Aberdeen, 13 S. & M. 645, appears to be contra. By the charter of the town of Aberdeen in 1837, the legislature granted to it the sole power to grant licenses to sell vinous and spirituous liquors within the corporate limits thereof, and to appropriate the money arising therefrom to city purposes. In 1848 an act was passed giving these moneys to the Aberdeen Female Academy. The act was

Towns and Counties.

Thus far we have been considering general rules, applicable to all classes of municipal organizations possessed of corporate powers, by which these powers may be measured, or the duties which they impose defined. In regard to some of these organizations, however, there are other and peculiar rules which require separate mention. Some of them are so feebly endowed with corporate life, and so much hampered, controlled, and directed in the exercise of the functions which they possess, that they are sometimes spoken of as nondescript in character, and as occupying a position somewhere between that of a corporation and a mere voluntary association of citizens. Counties, townships, school districts, and road districts do not usually possess corporate powers under special charters; but they exist under general laws of the State, which apportion the territory of the State into political divisions for convenience of government, and require of the people residing within those divisions the performance of certain public duties as a part of the machinery of the State; and, in order that they may be able to perform these duties, vest them with certain corporate powers. Whether they shall assume those duties or exercise those powers, the political divisions are not allowed the privilege of choice; the legislature assumes this division of the State to be essential in republican government, and the duties are imposed as a part of the proper and necessary burden which the citizens must assume in the process of self-government. Their functions, therefore, are wholly of a public nature, and there is no room to imply any contract between them and the State, in their organization as corporate bodies, except that which springs from the ordinary rules of good faith, that the property they shall acquire by local taxation or otherwise, for the purposes of their organization, shall not be seized by the State, and appro

held void, on the ground that the original grant was of a franchise which constituted property, and it could not be transferred to another, though it might be repealed. The case cites Bailey v. Mayor, &c., 3 Hill, 541, and St. Louis v. Russell, 9 Mo. 507, which seem to have little relevancy. Also, 4 Wheat. 663, 698, 699; and 2 Kent, 305, note, for the general rule protecting municipal corporations in their vested rights to property. The case of Benson v. Mayor, &c. of New York, 10 Barb. 223, also holds the grant of a ferry franchise to a municipal corporation to be irrevocable.

priated in other ways. They are, therefore, sometimes called quasi corporations,1 to distinguish them from the corporations in general, which possess more completely the functions of an artificial entity. Chief Justice Parker, of Massachusetts, in speaking of school districts, has said: "That they are not bodies politic and corporate, with the general powers of corporations, must be admitted; and the reasoning advanced to show their defect of power is conclusive. The same may be said of towns and other municipal societies; which, although recognized by various statutes, and by immemorial usage, as persons or aggregate corporations, with precise duties which may be enforced, and privileges which may be maintained by suits at law, yet are deficient in many of the powers incident to the general character of corporations. They may be considered, under our institutions, as quasi corporations, with limited powers, coextensive with the duties imposed upon them by statute or usage, but restrained from the general use of authority which belongs to these metaphysical persons by the common law. The same may be said of all the numerous corporations which have been from time to time created by various acts of the legislature; all of them enjoying the power which is expressly bestowed upon them, and perhaps, in all instances where the act is silent, possessing, by necessary implication, the authority which is requisite to execute the purposes of their creation." "It will not do to apply the strict principles of law respecting corporations in all cases to these aggregate bodies which are created by statute in this Commonwealth. By the several statutes which have been passed respecting school districts, it is manifest that the legislature has supposed that a division of towns, for the purpose of maintaining schools, will promote the important object of general education; and this valuable object of legislative care seems to require, in construing their acts, that a liberal view should be had to the end to be effected."2 Following out this view, the courts of the New England States. held, that when judgments are recovered against towns, parishes, and school districts, any of the property of private owners within

Riddle v. Proprietors, &c., 7 Mass. 186, 187; School District v. Wood, 13 Mass. 192; Adams v. Wiscasset Bank, 1 Greenl. 361; Denton v. Jackson, 2 Johns. Ch. 325; Beardsley v. Smith, 16 Conn. 367; Eastman v. Meredith, 36 N. H. 296; Hopple v. Brown, 13 Ohio, N. S. 311.

School District v. Wood, 13 Mass. 192.

the municipal division is liable to be taken for their discharge. The reasons for this doctrine, and the custom upon which it is founded, are thus stated by the Supreme Court of Connecticut:"We know that the relation in which the members of municipal corporations in this State have been supposed to stand, in respect to the corporation itself, as well as to its creditors, has elsewhere been considered in some respects peculiar. We have treated them, for some purposes, as parties to corporate proceedings, and their individuality has not been considered as merged in their corporate connection. Though corporators, they have been holden to be parties to suits, by or against the corporation, and individually liable for its debts. Heretofore this has not been doubted as to the inhabitants of towns, located ecclesiastical societies, and school districts.

"From a recurrence to a history of the law on this subject, we are persuaded that the principle and usage here recognized and followed, in regard to the liability of the inhabitants of towns and communities, were very early adopted by our ancestors. And whether they were considered as a part of the common law of England, or originated here, as necessary to our state of society, it is not very material to inquire. We think, however, that the principle is not of domestic origin, but to some extent was operative and applied in the mother country, especially in cases where a statute fixed a liability upon a municipality which had no corporate funds. The same reason and necessity for the application of such a principle and practice existed in both countries. Such corporations are of a public and political character; they exercise a portion of the governing power of the State. Statutes impose upon them important public duties. In the performance of these, they must contract debts and liabilities, which can only be discharged by a resort to individuals, either by taxation or execution. Taxation, in most cases, can only be the result of the voluntary action of the corporation, dependent upon the contingent will of the majority of the corporators, and upon their tardy and uncertain action. It affords no security to creditors, because they have no power over it. Such reasons as these probably operated with our ancestors in adopting the more efficient and certain remedy by execution, which has been resorted to in the present case, and which they had seen to some extent in operation in the country whose laws were their inheritance.