Corporation brought into existence only as result of express legislation.

- The conference of power upon persons to organize a corporation is legislative in character and must be done by direct legislation, or be founded upon legislative or constitutional provisions. Free Gift Soc'y No. 25 Bros. & Sisters of Benevolence v. Edwards, 163 Ga. 857, 137 S.E. 382 (1927).

State Board of Workers' Compensation agency of state.

- The State Board of Workmen's Compensation (now State Board of Workers' Compensation) is not a natural person, partnership or corporation, but an agency of the state. The state has not consented for this agency to be sued and a suit cannot be maintained against the state without its consent. Cardin v. Riegel Textile Corp., 219 Ga. 695, 135 S.E.2d 284 (1964).

Averment in indictment that representations were made to corporation is sufficient, for this is a representation to a person, although an artificial one. Turnipseed v. State, 53 Ga. App. 194, 185 S.E. 403 (1936).

In 1863 Code, state for first time asserted its right to change, modify, or alter. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Power to change, modify, destroy is referred to as reserved power of state. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Sovereign power never committed to court, but vested in state itself.

- The sovereign power to alter, modify, or repeal charters is vested in the state itself, and has never been committed to the superior court. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Corporation of this state cannot be dissolved by act of Congress. Holland v. Heyman & Bro., 60 Ga. 174 (1878).

Where power reserved, corporations may be authorized to merge or consolidate.

- Where the reserved power existed at the time of their creation, the General Assembly may authorize preexisting corporations to merge or consolidate upon the affirmative vote of less than all of the stockholders. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Section is broader than former Code 1910, § 2239, which pertains to withdrawal of franchise. Central R.R. & Banking Co. v. State, 54 Ga. 401 (1875), rev'd on other grounds, 92 U.S. 665, 23 L. Ed. 757 (1876).

State has right to withdraw any privilege which is part of corporation's franchise. Railroad Co. v. Georgia, 98 U.S. 359, 25 L. Ed. 185 (1878).

Right to withdraw franchise must authorize a withdrawal of every or any right or privilege which is a part of the franchise, especially in view of this statutory provision that private corporations are subject to be changed, modified, or destroyed at the will of their creator. Barnett v. D.O. Martin Co., 191 Ga. 11, 11 S.E.2d 210 (1940).

Corporation's power differs from state's power.

- There is a substantial difference between a corporation's attempting to reserve right to impair vested rights of its shareholders through altering or amending its internal structure and retention by state of power to modify or withdraw charters granted to corporations created by the state. Baugh v. Citizens & S. Nat'l Bank, 248 Ga. 180, 281 S.E.2d 531 (1981).

Under this section, railroad corporation may be confined to particular route on certain prescribed conditions, as to a portion of a line through a given county. Macon & B.R.R. v. Gibson, 85 Ga. 1, 11 S.E. 442, 21 Am. St. R. 135 (1890).

Cited in Georgia Power Co. v. City of Decatur, 181 Ga. 187, 182 S.E. 32 (1935).

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, §§ 63, 65, 66.

C.J.S.

- 18 C.J.S., Corporations, § 8.

ALR.

- Diversity of citizenship, for purposes of federal jurisdiction, in stockholders' derivative action, 68 A.L.R.2d 824.

Right of member, officer, agent, or director of private corporation or unincorporated association to assert personal privilege against self-incrimination with respect to production of corporate books or records, 52 A.L.R.3d 636; 87 A.L.R. Fed. 177.

Availability of sole shareholder's Fifth Amendment privilege against self-incrimination to resist production of corporation's books and records--modern status, 87 A.L.R. Fed. 177.

Punitive damages in actions for violations of Title VII of the Civil Rights Act of 1964 (42 USCA § 1981a; 42 USCA § 2000e et seq.), 150 A.L.R. Fed. 601.