As to dissolution by consolidation, see MERGER.
The forfeiture of a charter by misuser or nonuser is complete only upon a final adjudi cation thereof in a competent court, upon proper proceedings at the suit of the govern ment which created the corporation, and in the courts of such government ; Moraw. Priv. Corp. 959, 1015 ; the existence of the charter cannot be attacked collaterally, or by an in dividual ; Proprietors of Charles River Bridge v. Proprietors of Warren Bridge, 7 Pick. (Mass.) 344 ; Chesapeake & 0. Canal Co. v. R. Co., 4 G. & J. (Md.) 1. But when the leg islature has reserved the right to revoke a charter for abuse of its privileges or failure to perform a condition, it may enact the re peal at the proper time ; Crease v. Babcock, 23 Pick. (Mass.) 334, 34 Am. Dec. 61; Erie & N. E. R. Co. v. Casey, 26 Pa. 287 ; and such repealing act will be held constitutional un less the company can show by plain and sat isfactory evidence that the privileges grant ed under the charter were not misused or abused ; id. The courts will not presume that the power of repeal has been improper ly exercised ; 5 Thomp. Corp. § 6579. Where the legislature reserves the unqualified right of repeal upon the happening of a certain condition, it is exclusively within its power to determine whether the condition has hap pened, and a previous judicial determination of that fact is not necessary ; id.; Erie & N. E. R. Co. v. Casey, 26 Pa. 287 ; Crease v. Babcock, 23 Pick. (Mass.) 334, 34 Am. Dec. 61; Myrick v. Brawley, 33 Minn. 377, 23 N. W. 549. And so where there is a right of re peal in the legislature in case the corporation misuses its franchises ; Erie & N. E. R. Co. v. Casey, 26 Pa. 287. Such misuse or abuse of corporate privileges consists in any posi tive act in violation of the charter and in derogation of public right, wilfully done or caused to be done by those appointed to man age the general concerns of the corporation ; id. Where a franchise is granted with a provision that if not exercised in a specified time it shall be void, upon the expiration of the time without the performance of the con dition, the charter falls without any action on the part of the state to declare its for feiture; Com. v. Water Co., 110 Pa. 391, 2
Atl. 63 ; Elizabethtown Gas Light Co. v. Green, 46 N. J. Eq. 118, 18 Atl. 844; In re Brooklyn, W. & N. Ry. Co., 81 N. Y. 69. But other cases hold that the charter is not for feited until action by the state .either legisla tive or judicial; Hoveiman v. R. Co., 79 Mo. 632 ; Davis v. Gray, 16 Wall. (U. S.) 203, 21 L. Ed. 447 ; Chicago City Ry. Co. v. People, 73 Ill. 541. The former view is strongly maintained in 5 Thomp. Corp. § 6586. If the charter or the statute under which it is granted names a definite period for the life of the corporation, the corporation is dis solved ipso facto, upon the expiration of that period without any action either on the part of the state or of the members of the corpo ration ; People v. R. Co., 76 Cal. 190, 18 Pac. 308 ; Scanlan v. Crawshaw, 5 Mo. App. 337. "The incapacity to revive or resuscitate the powers of a corporation may arise from three causes: 1. The absence of the necessary of ficers who are required to be present when the deficiency is supplied, or their incapacity or neglect to do some act which is to the validity of the appointment; 2. The want of the necessary corporators who are required to unite in the appointment; 3. The want of the proper persons from whom the appointment is to be made." 5 Thomp. Corp. § 6658.
Upon a dissolution, the assets of all kinds are a trust fund for the payment of debts, and afterwards for distribution among the stockholders ; Lathrop v. Stedman, 13 Blatch. 134, Fed. Cas. No. 8,519 ; Blake v. R. Co., 39 N. H. 435 ; Huber v. Martin, 127 Wis. 412, 105 N. W. 1031, 1135, 3 L. R. A. (N. S.) 653, 115 Am. St. Rep. 1023, 7 Ann. Cas. 400; Late Corporation of Church of Jesus Christ of Latter-Day Saints v. U. S., 136 U. S. 1, 10 Sup. Ct. 7k, 34 L. Ed. 478; Temperance Mut. Ben. Ass'n v. Society, 187 Pa. 38, 40 Atl. 1100; 15 Harv. L. Rev. 743; 15 L. Q. Rev. 115.