The second act makes further provisions for executing the objects of the first, and the last act authorizes the defendant, the treasurer of the plaintiffs, to retain and hold their property, against their will.

If these acts are valid, the old corporation is abolished, and a new one created.  The first act does, in fact, if it can have any effect, create a new corporation, and transfer to it all the property and franchises of the old.  The two corporations are not the same in anything which essentially belongs to the existence of a corporation.  They have different names, and different powers, rights, and duties.  Their organization is wholly different.  The powers of the corporation are not vested in the same, or similar hands.  In one, the trustees are twelve, and no more.  In the other, they are twenty-one.  In one, the power is in a single board.  In the other, it is divided between two boards.  Although the act professes to include the old trustees in the new corporation, yet that was without their assent, and against their remonstrance; and no person can be compelled to be a member of such a corporation against his will.  It was neither expected nor intended that they should be members of the new corporation.  The act itself treats the old corporation as at an end, and, going on the ground that all its functions have ceased, it provides for the first meeting and organization of the new corporation.  It expressly provides, also, that the new corporation shall have and hold all the property of the old; a provision which would be quite unnecessary upon any other ground, than that the old corporation was dissolved.  But if it could be contended that the effect of these acts was not entirely to abolish the old corporation, yet it is manifest that they impair and invade the rights, property, and powers of the trustees under the charter, as a corporation, and the legal rights, privileges, and immunities which belong to them, as individual members of the corporation.

The twelve trustees were the sole legal owners of all the property acquired under the charter.  By the acts, others are admitted, against their will, to be joint owners.  The twelve individuals who are trustees were possessed of all the franchises and immunities conferred by the charter.  By the acts, nine other trustees and twenty-five overseers are admitted, against their will, to divide these franchises and immunities with them.

If, either as a corporation or as individuals, they have any legal rights, this forcible intrusion of others violates those rights, as manifestly as an entire and complete ouster and dispossession.  These acts alter the whole constitution of the corporation.  They affect the rights of the whole body as a corporation, and the rights of the individuals who compose it.  They revoke corporate powers and franchises.  They alienate and transfer the property of the college to others.  By the charter, the trustees had a