LAW SCHOOL ANNOUNCEMENT-OIL AND GAS LAW; CORPORATIONS-RIGHT OF MAJORITY TO AMEND CERTIFICATE OF INCORPORATION
The extent of the power to alter or amend the charter of a corporation has been the subject of much diversity of opinion. It is settled that the power is not unlimited, but it is very difficult to say what its limits are. The constitutional prohibition against the passage of laws by a state impairing the obligations of contracts, does not exempt the corporate charter from mandatory change by the state as an exercise of the police power. The unexpected holding in the Dartmouth College case that the corporation's charter constituted a contract with the state which could not be altered without the consent of the corporation led to the adoption of constitutional provisions expressly reserving the power to alter, amend or repeal the corporation laws. Consequently, corporate charters are, in most cases, amended by virtue of legislative authority as an exercise of the reserved power in the state to make amendments that are beneficial to the corporation and do not alter its fundamental nature or by the corporation itself, through authority reserved to it in its charter or in the general corporation laws.
LAW SCHOOL ANNOUNCEMENT-OIL AND GAS LAW; CORPORATIONS-RIGHT OF MAJORITY TO AMEND CERTIFICATE OF INCORPORATION,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol28/iss8/5