The technical rule of the ancient common law, “that a corporation could not manifest its intentions by any personal act or oral discourse, and that it spoke and acted only by its common seal,” if it ever obtained in this country, is now obsolete. Unless restrained by legislative enactment to a specific mode of contracting, the contracts a corporation has capacity to make, may be made in that manner or form, in which a similar contract by an individual could be made. “The acts of the board of directors, evidenced by a written vote, are as completely binding upon the corporation, and as complete authority to their agents, as the most solemn acts done under their corporate seal.” 2 Kent, § 47. The resolutions, or declarations, or admissions of the Board of Regents, (it is not material what is their form), are as full evidence of an indebtedness due from the University to the appellee, as would have been the promissory note, or an account stated with an individual. Neither the consideration of the debt, nor the capacity of the Uni
The debt rests upon the corporation. It is in a large sense a public, rather than a private corporation. Though legislative power may not' divert from its uses the donation of the lands made by Congress, or the donations of individuals, (Vincennes University v. Indiana), 14 How. 2681; yet, it may alter, amend, vary or enlarge the original act of incorporation. — University v. Winston, 5 Stew. & Por. 17. The act of Congress, enabling the people of the Alabama Territory to form a constitution and State government, and for the admission of the State into the Union, required “that thirty-six sections, or one entire township, to be designated by the Secretary of the Treasury, under the direction of the President of the United States, together with the one heretofore reserved for that purpose, shall be reserved for the use of a seminary of learning, and vested in the legislature of the said State, to be appropriated solely to the use of such seminary by the said legislature.” On the 18th December, 1820, the legislature established as the beneficial donee of the trust, a seminary of learning, and denominated it “The University of Alabama.” Its corporate name and style was, “The Trustees of the University of Alabama.” In 1822, by statute it was declared, “the title of the lands, which this Sate has received as a donation from the Congress of the United States for a seminary of learning, is hereby vested in the said trustees and their successors in office,” &c. — Olay’s Dig. 583-586. The board of trustees was composed of the governor, the judges of the Supreme Court, and one trustee from each judicial circuit, except that in which the University is located, in which there were two, and these were elected by the legislature. Under this corporate organization, the University continued until the adoption of the constitution of 1868. That constitution placed the “common schools, and other educational institutions of this State, under the management “of a Board of Education, consisting of a Superintendent of Public _ Instruction and two members from each congressional district.” This board was clothed with “full legislative powers in reference to the public educational institutions of the State,” and its acts, “when approved by the governor, or when reenacted by two-thirds of the Board, in case of his disapproval,” had the force and effect of law, unless repealed by the General Assembly. The style of its acts was prescribed, and it was required to meet annually at the seat of government at the same time as the General Assembly. It was
If we admit the legislative power, (a question this case does not involve), to dissolve the corporation created by the enactment of 1820, and to create a new one in its place, we are not of opinion the power was exercised by either the provisions of the constitution of 1868, or the act of March 1, 1876. The seminary of learning, established by the act of 1820, as the “University of Alabama,” has continued in existence, and is recognized as existing- by the constitution of 1868, and the subsequent legislation. The only effect and operation of the constitution of 1868, was to transfer its management and control from the Board of Trustees, to whom it was committed by the act of 1820, to the Board of Education as a Board of Regents. Whatever of corporate power the Board of Regents had, was not defined and declared by the constitution of 1868, or by subsequent legislation. It was derived by their succession to the corporate powers conferred by existing legislation on the trustees of the Univorsity. That corporation continued, and there was
Nor is there found in the act of March 1,1876, any indication of a legislative intent to absolve the corporation as reorganized, from any debt contracted, or liability incurred, under its former organization. With these the legislature had no purpose, if it had the power of interfering. These remained, if valid, as binding upon the corporation, as if a change in its board of management and control had not been rendered necessary by the abolition of the Board of Regents. It is not to be presumed from the general words of the 13th section, repealing “all acts, resolutions and regulations enacted or established by the Board of Education and Board of Regents relative to the University,” that it was intended to impair the obligation of contracts which, in their corporate capacity, they had made. These words import an intention to repeal the acts of the Board of ■ Education in its legislative capacity, and this ■ was within legislative competency, furnishing no just cause of complaint by individuals upon any other ground than that of policy. The debts and engagements of a corporation, are not the subject of legislative repeal, though the change, or modification, or unconditional repeal of its charter may be within legislative power. When such power exists, an intention to interfere with corporate contracts is not to rest on inference or presumption. — Broughton v. Pensacola, 93 U. S. 266. In this cnse, it is said by Justice Field : “When, therefore, a new form is given to an old municipal corporation, or such a corporation is reorganized under a new charter, taking in its organization the place of the old one, embracing substantially the same corporators and the same territory, it will bo presumed that the legislature intended a continued existence of the same corporation, although different powers are possessed under the new charter, and different officers administer its affairs; and, in the absence of express provision for their payment otherwise, it will also be presumed in such case that the legislature intended that the liabilities, as well
It may be, and doubtless is true, that the legislative power of the Board of Education. could be exercised only in its annual sessions at the seat of government. But the adjustment of claims against the University pertained to it in its corporate capacity as a Board of Eegents, and the adjustment could be properly made at the University when the Board was acting as a corporation.
Affirmed.