The Advocate and news., 1898-08-24

corporations, on the ground of legisla-
tive authority TO amend corporate char
ters. We believe no case has been
pointed out where such an enactment
has been unqualifedly declared to be
a valid exercise Of the police powers Of
the State In respect to natural persons.
"The question which we shall con-
slider is, whether the Legislature in en-
acting the present law has or has not
exceeded its constitutional power to
amend corporate charters. Sec. 1, Art.
IL Of the constitution Of the State reads:
1.-The Legislature shall pass no spe-
cial act cOnferring corporate power.
Corporations may be created under gen.
eral laws; but all such laws may be
amended or repealed
After citing a number Of cases in sup
port Of the ruling, the court say: 1T is
unnecessary to cite others of the large
number of cases in which similar dec
larations have been made.
incidentally 1t may be observed that
there is room for doubt concerning the
power of the Kansas Commercial Coal
Company, which we assume in the alb
sence Of evidence, to have been organ
lied under the statutes Of this State, or
under similar laws, to issue scrip or
punch-checks as means Of payment Of
wages due its employees. The record in
this case indicates that it was the prac-
tiCe Of the coal company to issue such
checks to It's employees, and to receive
the same In payment for merchandise
"Sec. 13, Ch. 66 Gen. Stat of 1897,
reads in part: Every corporation, as
such, has power: Seventh, to
enter into any obligation or contract
essential to the transaction of its Ordi-
nary affairs It will be seen that this
statute does not grant to corporations
the full powers Of contracting which
are possessed by individuals; on the
contrary, it expressly limits their pow
ers in this regard. The language Of the
limitations is very plain. The ordinary
affairs Of corporation are those which
1t is chartered to engage in, and 1t has
authority to enter into contracts essen
tial to the transaction OF such affairs;
but 1t has no authority to enter into
contracts not so essential to or not ac-
tually connected with the business or
enterprise for which 1t was chartered.
Limitation of corporate powers was rec
! ognized by the Supreme court OF this
State in the case Of Getty v. Milling Co.
(40 Kan. 2S1). There It was held that
while the milling company might under
peculiar circumstances have purchased
-four to sell again to meet some tempo
rary want, or to supply and protect its
trade, yet that it could not engage in
that class Of business under Its charter;
and that where the plaintiffs sought to
justify, and recover upon, a sale of -four
to the president Of the corporation they
must either show that the purchase
came within the purview of the charter
or else some peculiar facts or circum-
stances that make an exception to the
general rule.
"The extracts quoted from Shaffer v.
Milling Company, State " Brown &
Sharpe Mfg. Co., and Leep v. Ry. Co.
SUPRA bear upon this question of limi-
tation Of corporate rights and powers.
From the foregoing it would seem
that the present act does not invade
any clear and unquestionahle right of
the corporation here concerned; and we
think 1t proper to hold as against the
objection that the act is unconstitu-
tional because it invades the inherent
rights of corporations Is not well
founded. The record contains nothing
to indicate that payment Of the wages Of
it's employees otherwise than in money,
or in checks or drafts drawn upon bank
deposits Of money was, or is, essential
to the transaction of the ordinary af-
fairs Of the Kansas Commercial Coal
Company But 1t is not intended to rest
the decision in this case upon the prop
Osition just considered We prefer to
rest it and do rest 1t upon the basis of
constitutional exercise by the Legis-
lature of its powers to amend corporate
charters. II corporations created under
our laws possessed the power to pay
the wages of their employees otherwise