ing track. "An act to compel railroad companies to fence their roads by and through lands inclosed with a lawful fence," covers a provision that, if the company fails to comply, the owner may build the fence and collect the cost, with an attorney's fee. Acts to regulate railroads and common carriers may contain all suitable provisions for making the regulations effective." In an act to regulate the sale of tickets, rates of fare, and the taxes and licenses to be paid by street railway companies, a provision forbidding passengers to get on or off the front platform, and requiring cars to be so equipped as to prevent the practice, was held foreign to the title. In an act to regulate the charges for the transportation of passengers and freight by railroads, a provision imposing a penalty for evading the payment of fare is germane.9

An act to provide for the organization of a railroad terminal corporation provided that railroad companies contracting with it might guarantee its bonds and contracts and also subscribe for, hold and dispose of its stock and bonds. The provision was held valid.10 A Michigan act was entitled "An act to authorize the incorporation of companies for the construction of union railroad stations and depots, with the necessary connecting tracks and the management of same." The act authorized such companies to lay tracks and do a suburban passenger business. The provision was held to be within the title."

5 Snook v. Clark, 20 Mont. 230, 50 Pac. 718.

6 Missouri Pac. Ry. Co. v. Harrelson, 44 Kan. 253, 24 Pac. 465.

7 State v. Jacksonville Terminal Co., 41 Fla. 363, 27 So. 221; State v. Bernheim, 19 Mont. 512, 49 Pac. 441; State v. Whitaker, 160 Mo. 59, 60 S. W. 1068.

10 Ryan v. Terminal Co., 102 Tenn. 111, 50 S. W. 744, 45 L. R. A. 303.

11 Fort St. Union Depot Co. v. Morton, 83 Mich. 265, 47 N. W. 228. The following is all that is said on the point: "And the building of these tracks in connection with the depot, and the running of trains upon them, are all a part of

8 Wetzman v. Southern Ry. Co., the same general object, as the 131 Mo. 612, 33 S. W. 181. construction of the depots and sta

9 Gieseke v. San Joaquin, 109 Cal. tion houses of the company, to wit, 489, 42 Pac. 446. the increasing the facilities and

§ 147. Acts creating, regulating or otherwise relating to corporations in general.- Any definite subject is generally capable of almost infinite arbitrary division; many particular or subordinate subjects may be included in one general subject,12 and each of these particular or subordinate subjects may be selected for the subject of the bill, and may itself be divisible and may embrace other particular or subordinate subjects. Acts to create corporations contain general subjects capable of much division; they are not confined to the mere creation of a corporate entity. Such an act defines the powers of the corporate body and regulates their exercise, and may include everything necessary to insure the existence of the company, to attain the objects of its creation and to carry on the business of the company.13 An act to prescribe the manner of organizing corporations, public or private, is prospective, and provides the mode of creating new corporations. In such an act provision to modify the charter of an existing corporation is a new subject, not germane to the title." An act so entitled will operate to govern the incorporation of all subsequent companies; it is not multifarious on that account, but an act which in terms incorporates several companies is so.15 A charter to create an institution for the education of young men presents a subject which embraces everything which is designed to facilitate that object; everything intended and adapted to promote the well-being of the institution or its students.16 An act to establish a house of refuge for the correction and reformation of juvenile offenders may include an appropriation, not only of money, but land with directions for its

comforts of travel and transportation of passengers and freight." p. 271.

12 People v. Briggs, 50 N. Y. 553, 562.

13 State v. Wirt Co. Ct., 37 W. Va. 808, 17 S. E. 379.

14 Ayeridge v. Town Commission

ers, 60 Ga. 405; City Council v. Port Royal, 74 Ga. 658. See State v. Clinton, 27 La. Ann. 40.

15 King v. Banks, 61 Ga. 20; Ex parte Conner, 51 id. 571.

16 O'Leary v. County of Cook, 28 IIL 534

sale. An act incorporating a bank may provide that all parties liable on any bill negotiated at the bank may be sued in one action.18 An act for the benefit of a turnpike company may authorize it to borrow money and to execute mortgages to secure its payment; to sell the road, right of way, etc., applying the proceeds to the payment of its debts; may authorize a judicial sale at the instance of creditors, giving the purchaser the rights and powers of the company.19 An act to establish state depositories and prescribe their duties and liabilities will cover provisions requiring a bond, and regulating the enforcement of it in case of default.20 An act "to authorize the Utica Water-Works Company to increase its capital stock, and to contract with the common council of a city named for a supply of water in that city for the extinguishment of fires," was held to embrace but one subject, namely, the giving of authority to two corporate bodies therein named to enter into a contract for the purpose therein specified. The power to increase the capital of the company was given simply to enable it to raise such sums of money as might be necessary for a performance of its contract; it was a mere incident to the main object. Provision for the individual liability of stockholders, or making directors and officers liable for the debts of the corporation, for failure to file reports, or for making a false report or certificate, are germane to the subject of creating corporations. "An act to provide for the organization and government of state banks," may prohibit the

22

21

23

17 McCaslin v. State, 44 Ind. 155; Klein v. Kinkead, 16 Nev. 194.

18 Davis v. Bank of Fulton, 31 Ga. 69.

21 Utica Water-works Co. V. Utica, 31 Hun, 426; O'Meara v. Commissioners, 3 T. & C. 236.

22 Ripley v. Evans, 87 Mich. 217,

19 Louisville, etc. Co. v. Ballard, 2 49 N. W. 504. Met. (Ky.) 165.

20 Seay v. Bank of Rome, 66 Ga. 609. See Wardle v. Townsend, 75 Mich. 385, 42 N. W. 950, 4 L. R. A.

515.

23 Ludington v. Heilman, 9 Colo. App. 548, 49 Pac. 377; Tabor v. Commercial Nat. Bank, 62 Fed. 383, 10 C. C. A. 429, 27 U. S. App.

111.

business of banking except by corporations organized under the act.24

Acts of incorporation may thus contain provisions affecting the rights, powers and duties of other persons and corporations. An act to incorporate a board of underwriters may impose a tax on the premiums of both members and non-members.25 An act to incorporate a navigation company may authorize other companies to subscribe for its stock.26 An act for the incorporation of manufacturing corporations may not include corporations to do a mercantile business.27 An act regulating the liability of railroads and other corporations, known as the employers' liability act, abolished the defense of fellow-servant and prohibited contracts releasing the company in advance from liability for injuries, and these were held germane to the title.28 An act relating to life and casualty insurance may provide that money and benefits due from such companies shall be exempt from garnishment and execution.29 An act requiring certain insurance companies to file annual reports with the auditor of state does not cover a provision authorizing the auditor to make a detailed examination into the business and affairs of such companies, whenever he deems it for the interest of the policy-holders to do so.30 An act concerning the judicial sale of the property and franchises of corporations may provide that the purchaser at such sale, and his associates, shall constitute a corporation with all the powers and privileges of the old corporation. An act concerning

24 State v. Woodmanse, 1 N. D. 246, 46 N. W. 970, 11 L. R. A. 420.

25 New York Board of Fire Underwriters v. Whipple, 2 App. Div. 361, 37 N. Y. S. 712.

L. Ry. Co. v. Montgomery, 152 Ind. 1, 49 N. E. 582, 71 Am. St. Rep. 301. 29 Burton v. Snyder, 22 Colo. 173, 43 Pac. 1004.

30 State v. Commercial Ins. Co.,

26 State v. Wirt Co. Ct., 37 W. Va. 158 Ind. 680, 64 N. E. 466.

808, 17 S. E. 379.

31 Brinkerhoff v. Newark, etc.

27 Eaton v. Walker, 76 Mich. 579, Traction Co., 66 N. J. L. 478, 49 43 N. W. 638, 6 L. R. A. 102.

28 Pittsburgh, Cinn., Chi. & St.

Atl. 812.

32

33

building and loan associations may apply to foreign companies. "An act to prohibit extortion and discrimination in the transmission of telegraph dispatches," provided that telegraph companies should be liable for the non-delivery of and mistakes in messages, and for all damages resulting from failure to perform any duty required by law, and should not be exempt from such liability by reason of anything contained in its printed blanks. These provisions were held to be germane. An act to provide for extending the term of corporations, provided that any corporation might amend its articles so as to put them in any form which they might have had originally; held not within the title. When the title purports to relate to newly-incorporated companies, provisions relating to prior companies are void.35 An act to revise the charter of a company may legalize acts previously done, but not those done under a prior void charter.37 An act to provide for the accomplishment of a certain purpose may create a corporation for the purpose though not mentioned in the title.38 An act to provide for the regulation and incorporation of insurance companies may not regulate the business of insurance by individuals. An act to incorporate an educational body may not include the repeal of a charter of a similar corporation.40 The title, "An act in relation to gas companies," was held sufficient to cover provisions permitting gas companies doing business in the same city, town or village to consolidate or merge in the manner provided in the act."1

39

32 Clarke v. Darr, 156 Ind. 692, 60 N. E. 688.

33 Western Union Tel. Co. v. Lowery, 32 Neb. 732, 49 N. W. 707. 34 Palmer v. Zumbrota, 72 Minn. 266, 75 N. W. 380.

37 Snell v. Chicago, 133 Ill. 413, 24 N. E. 532, 8 L. R. A. 858.

38 Astor v. Arcade Ry. Co., 113 N. Y. 93, 20 N. E. 594, 2 L. R. A. 789.

39 Schenck v. State, 60 N. J. L.

35 State v. The Schultz Co., 83 381, 37 Atl. 724. Md. 58, 34 Atl. 243.

36 Smoot v. Peoples' Perpetual L. & B. Ass'n, 95 Va. 686, 29 S. E. 746, 41 L. R. A. 589.

40 Bryan v. Board of Education, 90 Ky. 322, 13 S. W. 276.

41 People v. Peoples' Gas Light & C. Co., 205 111. 482, 68 N. E. 950.