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.