402 HARVARD LAW REVIEW. ment of the Northern company from the industrial activity of common carriers to the leisure of mere rent-receivers was a change in the object of the partnership. The legal character of the change did not depend upon the circunistance that the partners never in- tended to perform all their mental and manual labor in person. The labor now done and the tolls now received on the road are not theirs. "... Because the corporators may, with the consent of the State, by the vote of a majority of two-thirds in interest, abandon their enterprise, sell out their property, and return his share of the proceeds to each stockholder, it does not follow that by the same authority the works may be leased to be carried on and conducted by others, the corporation continuing to exist. The right to elect the directors, by whom the business is to be managed, is a pro- vision in the charter which the State or a majority cannot inter- fere with ; it is a contract. The true question on that point here is whether the making of this lease and contract is an exercise of the power of managing the business and concerns of the corpora- tion conferred in the charter, such as can be used by consent of a legal majority of corporators, without that of all." ^ " The certificate for stock declares that the holder is entitled to a certain number of shares of the capital stock, which consists of the corporeal works and property, with valuable franchises to be used by the corporation for their profit, by the taking of tolls and fares, with the right to acquire and dispose of such property as may be essential in the legitimate exercise of their functions, under the management and control of directors, of whom any corpora- tor, by and with the consent of the requisite number of his asso- ciates, may be one. The prospect of increased gains, consequent upon the growth of population and added business, is a valuable incident also to the ownership of the stock. Such are the rights vested in the stockholder under the law, and by virtue of his en- gagement with his associates, before the lease is effected. After the lease takes effect, his company is denuded of all these corpo- real, substantial properties, its structure for the next 999 years is totally altered, and instead of what he before possessed, he would be compelled to accept an annual rent. . . . The shareholder would still have the paper upon which his certificate is printed, but in place 1 Zabriskie, Chancellor, in Black v. Co., 22 N. J. Eq. 130, 407. (See also 22 N. J. Eq. 405, 408, 415, 416 ; and Zabriskie v, Hackensack & N. Y. R. R. Co., 3 C. E. Green, 183.)
