diksexting:
Were this a case simply affecting the rights of two citizens of. the State, I might content myself with dissenting, without expressing my reasons therefor, but involving as it Roes the sovereignty of the people, and denying to them, ds *621I conceive it does, the right to have their will to assume the iorm of law, on such a vital question as that of taxation, and their right to demand and enforce equal and just taxation, I feel constrained to give my reasons for dissenting from the views expressed by the court.
The effect of the opinion of the court is to destroy a principle engrafted in the laws of this State nearly forty years ago. One so important that it was declared by the General Assembly to be in effect written in every act of incorporation granted by it. So important was the reservation of the right to amend or repeal all' acts of incorporation that the-General Assembly was unwilling to run the risk of inserting-it in each act, but declared, by general law, that it.should be understood to be written in all of them.
The opinion, in effect, denies the power of the people, through their organic law,to declare what are just principles of taxation, that the same rate of taxation shall be imposed on the property of corporations as on an individual, and the authority of the General Assembly to execute that constitutional mandate. I believe that corporate rights should be held as inviolate as those of the citizen; that each citizen should bear his full share of the common burden of taxation; “that all freemen, when they form a social compact, are equal; and no man or set of men are entitled to exclusive, separate public emoluments or privileges from the community, but in consideration of public services.”
I do not believe in the State passing laws impairing the obligation of its contracts with corporations or individuals when the contracts are made by virtue of the provisions of the constitution. Nor do I believe in denying the right to the State to withdraw from a contract when, in express terms, the right to do so is reserved, as in such case it can not be said to impair the obligation of the contract.
*622While I regard there is a vast difference between granting a corporate franchise authorizing the acquisition of property, by donation and otherwise, for the purpose of educating and spreading the gospel among the Indians, and affording an opportunity to the youth of the land in the days of the early settlement of the country to obtain an education, as was the purpose of the charter to Dartmouth College, and granting immunity from taxation to institutions operated solely for private gain, yet, as the courts of the country, taking the principle enunciated in the Dartmouth College case as authority therefor, have held that immunity from taxation granted in the act of incorporation is a contract with the State, and is irrevocable, unless the right to revoke is reserved in the act of incorporation, or in a general act, which must be treated as part of the act of incorporation, in considering these cases I shall accept that as the rule to govern in the determination of the questions involved. Indeed, it is unnecessary to take any other view of the law in order to reach the conclusion which I have done in these cases. However, I can not forbear quoting what Justice Miller said in delivering the opinion of the court in New Jersey v. Yard, 95 U. S., 114, to-wit: “The writer of this opinion has always believed, and believes now, that one legislature of a State has no power to bargain away the right of any succeeding legislature to levy taxes in as full a manner as the constitution will permit. But, so long as the majority of this court adheres to the contrary doctrine, he must, when the question arises, join with the other judges in considering whether such a contract has been made.”
I agree with Justice Miller that in the matter of taxation one legislature of a State has no power to bargain away the right of a succeeding legislature to levy taxes in as full a manner as the constitution will permit. Such a power could *623be exercised to such an extent as to almost destroy the government, or to grievously burden one class of its citizens.
Instead of having the Dartmouth College case under consideration, had Chief Justice Marshall had a case coming from Kentucky, wherein it was claimed the legislature had sought to impair the obligation of a contract it had made with one of the old banks, by passing a statute providing it should pay an amount of tax in addition to that specified in its charter, I can not believe, in view of the constitutional provision prohibiting the granting of exclusive privileges except “in consideration of public services,” he would have held the bank had an irrevocable contract with the State.
From the Dartmouth College case to the present time (and the right was in that case recognized), the Supreme Court of the United States has uniformly held that wherever the legislature granting the charter reserved the right to amend or repeal it, either by so providing in the charter or by a general law, the right to amend or repeal such charter exists, and to do so is not to impair the obligation of a contract, the charter being- accepted with the full understanding that the right of repeal is part of the contract, and to the exercise of which right the grantee has consented.
Many of the States, after the Dartmouth College case, began to realize the importance of reserving the right to control corporate organizations, which, from time to time, were being created, and to make sure that such power was being reserved, they passed general laws expressly reserving such powmr, which statutes became a part of every act of'incorporation as fully as if written therein, unless a different purpose was therein plainly expressed. *
The legislature of this State, being fully aware of the importance of such action as would reserve the right to amend or repeal acts of incorporation, passed what is known as *624the statute of 1856, which is sec. 8, chap. 68, General Statutes.
It reads as follows: “All charters and grants of or to corporations, or amendments thereof, executed or granted since the 14th of February, 1856, and all other statutes, shall be subject to amendment or repeal, at the will of the legislature, unless a contrary intent be therein plainly expressed: Provided, That whilst privileges and franchises so granted may be changed or repealed, no amendment or repeal shall impair other rights previously vested.”
It seems so plain that charters and grants, since the 14th of February, 1856, are subject to amendment or repeal at the will of the legislature, unless a contrary intent is plainly expressed therein, that it is needless to discuss it. The Supreme Court of the United States has. not only so held, but this court has done likewise in every case that has been before it.
Acts of the character of the act of 1856 have uniformly been held to be a condition upon which every charter of a corporation subsequently granted was held, and upon -which every amendment or modification was made, and that they were as much a part of the charters as if incorporated into them. Any other interpretation would render the statute inoperative, and wholly deprive it of its power to accomplish the purpose of its enactment.
In 1841 South Carolina passed a statute substantially the same as the statute of 1856. The Northwestern Railroad Company was incorporated in 1851. In 1855 an act was passed to amend its charter, the amendments exempting the railroad company from taxation. In 1868, the State adopted a new constitution in which it was declared that the property of the corporations then existing, or thereafter created, should be taxed. The legis*625lature of the State passed an act to enforce that provision of the constitution.
The question involved in Tomlinson v. Jessup, 15 Wall., 454, was as to the enforcement of such legislation. Justice Field, in delivering the ojjinion of the court in the case, said: “It is true that the charter of the company, when accepted by the corporators, constituted a contract between them and the State, and that the amendment, when accepted, formed a part of the contract from that date, and was of the same obligatory character. And it may be equally true, as stated by counsel, that the exemption from taxation added greatly to the value of the stock of the company, and induced the plaintiff to purchase the shares held by him. But these considerations can not be allowed any weight in determining the validity of the subsequent taxation. The power reserved to the State by the law of 1841 authorized any change in the contract as it originally existed, or as subsequently modified, or its entire revocation. The original corporators or subsequent stockholders took their interests with knowledge of the existence of this power, and of the probability of its exercise at any time», in the discretion of the legislature. The object of the reservation, and of similar reservations in other charters, is to prevent a grant of corporate rights and privileges in a form which will preclude legislative interference with their exercise, if the public interest should, at any time, require such interference. It is a provision intended to preserve to the State control over its contracts with corporators, which, without that provision,would be irrepealabie,and protected fromanymeasures affecting its obligation. There is no subject over which it is of greater moment for the State to preserve its power than that of taxation. Immunity from taxation, constituting in these cases a part of the contract with the govern*626ment, is, by the reservation of power such as is contained in the law of 1841, subject to be revoked equally with any other provision of the charter whenever the legislature may deem it expedient for the public interests that the revocation shall be made. The reservation affects the entire relation between the State and the corporation, and places under legislative control all rights,' privileges and immunities derived by its charter directly from the State.”
The same doctrine is enunciated in Railroad Co. v. Maine, 96 U. S., 499; Railroad Co. v. Georgia, 98 U. S., 359; Hoge v. Railroad Co., 99 U. S., 348; Greenwood v. Freight Co., 105 U. S., 13, 21; Spring Valley Water Works Co. v. Schottler, 110 U. S., 347-352; Close v. Greenwood Cemetery Co., 107 U. S., 466-476; Louisville Gas Co. v. Citizens Gas Co., 115 U. S., 683-696; Gibbs v. Consolidated Gas Co., 130 U. S., 369-408; Sioux City Street Railway v. Sioux City, 138 U. S., 98-108.
It must be conceded from the authorities cited, the Supreme Court of the United States has repeatedly held that the legislatures of the States have'the power when reserved in the charter or by general law to change or repeal acts granting corporate privileges or franchises. The decisions of this court are in accord with these opinions.
The case of Griffin v. Kentucky Insurance Company, 3 Bush, 592, has been quoted, with approval, in the case of Louisville Water Co. v. Clark, 143 U. S., 14, and in that case the court held that in all cases of charters or grants of corporate franchises when the intention of the legislature was not “plainly expressed,” not to exercise the power reserved by the statute of 1856 to amend or repeal at the will of the legislature, such charters or grants must be read as if all the provisions of the act of 1856 were incorporated in them.
*627Judge Robertson, in delivering the opinion in Griffin v. Kentucky Insurance Co., 3 Bush 595, said: “Then was this general reservation of power, like a special reservation in the charter itself, a part of the contract; or was the contract made subject to it, and the obligation defined or modified by it? We think so. And whatever might be thought of the policy of such legislation, or of the policy or justice of the repealing statute, over which the judiciary has no jurisdiction, our conclusion, as to the mere power of repeal, is, as we think, sustained by reason and abundant authority.
“All contracts, except such as are municipal,are made subject to law, and their obligation is defined by the lex loei eontractus. Why should the contract in this case be excepted? Such exception would be unreasonable; and the authorities fortify the reason.”
In the case of Cumberland & Ohio Railroad Co. v. Barren County Court, 10 Bush, 604, in reference to the act of 1856, the court said: “The act was intended to preserve to the State control over all acts of incorporation thereafter passed. Experience had demonstrated the propriety of, if not the absolute necessity for, such a reservation of power, and it would be a manifest disregard of the clearly expressed will of the legislature for the courts to resort to technical rules of construction, or finhly drawn legal implications, to escape the effect of the plain declaration that all charters of and grants to corporations shall be subject to amendment and repeal ‘unless a contrary intent be plainly expressed.’ ”
I conclude that the legislature, in 1886, when it passed the revenue bill, had the right to amend or repeal at will all charters and grants of or to corporations or amendments thereof, enacted or granted since the 14th of February, 1856, “unless a contrary intent was plainly expressed.”
*628In view of decisions of tlie courts I also concede that as to the charters of banks granted prior to the 14th of February, 1856, unless the acts extending them reserved the right to amend and repeal their charters, any act of the legislature increasing their tax would be invalid as to such banks unless in the acts extending them the right to amend or repeal was reserved.
The national banks were subject to have the same tax imposed on their shares of stock as are imposed on State banks, doing business under charters granted since the 14th of February, 1856. Their real estate is subject to taxation. Their shares of stock may be taxed at their actual value, but no greater rate of taxation shall be collected on them than is assessed upon the moneyed capital in the hands of individual citizens of the State.
In the case of the Covington City National Bank v. City of Covington, &c., 21 Fed. Rep., 491, Justice Matthews, discussing this subject, said: “When, therefore, a State statute taxes the shares of a stockholder at their actual or market or full value, that, necessarily, includes such value beyond its par or nominal value as is imparted to the stock by the fact that the bank has a surplus fund or undivided profits. The interest which congress has left subject to taxation by the States under the limitations prescribed, and which is a distinct, independent interest in property held by the shareholder, like any other property that may belong to him,is that interest as defined inVan Allen v. The Assessors, 3 Wall., 573, which ‘entitles him to participate in the net profits earned by the bank in the employment of its capital, during the existence of its charter, in proportion to the number of its shares, and upon its dissolution or termination to his proportion of the property that may remain of the corporation after the payment of its debts;’ and *629(p. 587) it includes for taxation the whole interest of the shareholder, such as would pass to the purchaser of the shares on a transfer of his certificate. So, when a State law taxes shares of national bank stock, it takes the same interest of the shareholder that he would transfer on a sale. The State may tax them at their actual or at their market value, or at any other rate of appraisement which does not violate the act of congress.”
To the same eifect are the cases of People v. Commissioners of Taxes, 94 U. S., 415; Mercantile Bank v. New York, 121 U. S., 138.
In the latter case the court said (p. 155): “The main purpose, therefore, of congress in fixing limits to State taxation on investments in the shares of national banks, was to render it impossible for the State, in levying such a tax, to create and foster an unequal and unfriendly competition by favoring institutions or individuals carrying on a similar business and operations and investments of a like character. The language of the act of congress is to be read in the light of this policy.”
The legislature of Pennsylvania passed a statute taxing the shares in national bánks on an assessed value thereof for county, school, municipal, and local purposes.
The Supreme Court, in Hepburn v. School Directors, 23 Wall., 480, held the statute valid. It has been decided that it is competent for the State to tax the shares of national bank stock, notwithstanding the capital of the bank was invested in bonds of the United States, which were not subject to taxation.
It is no discrimination aginst them, because they are required to pay a greater tax on their shares of stock than is paid by banks enjoying special privileges under their charters. (Lionberger v. Rouse, 9 Wall., 468).
*630The court should endeavor to ascertain the legislative intent in the act of 1886, with reference to the taxation of banks, as all depends in this controversy upon what was that intent.
To aid in reaching a conclusion as to what the intent was, it is well to recall some official facts within the knowledge of the members of the legislature.
The first of July, 1885, was the date of the last report of the capital stocks of the banks in the State, before the enactment of the revenue law of 1886.
From that it is learned that the capital stock of the fifty-nine national banks amounted to ...........................'............$9,708,900 00
The capital stock of the sixty-five State banks doing business under charters granted subsequent to 1856 amounted to.............$6,224,891 00
The capital stock of the four State banks:
Farmers’ Bank of Kentucky, Bank of Kentucky, Northern Bank and the Bank of Louisville, incorporated prior to 1856, was........$5,144,500 00
It will be seen from this statement that the capital stock of the national banks, and the State banks chartered since 1856, amounted, in round numbers, to $16,000,000.00, while the capital stock of banks whose charters ante-date 1856, amounted to about 5,000,000.00, being less than one-third of that of the other banks named.
It must be presumed that the legislature knew that the banks claiming irrevocable contracts to pay only fifty cents on each share of their capital stock equal to one hundred dollars, paid less than one-t’KIrd of the revenue coming from the banks under the then existing law. It can hardly be said that the Farmers’ Bank of Kentucky was in a condition to claim an irrevocable contract, because the act ex*631tending its charter, which became a law on March 10. 1876, expressly reserved the right, to amend or repeal its charter and amendments thereto. It reads as follows: “That the charter of the Farmers’ Bank of Kentucky, as amended, be extended for a period of twenty-five years from the termination of its charter as therein fixed:
“Provided, That said charter and amendments shall be subject to amendment or repeal by the General Assembly, either by general or special act. And provided further, That while the privileges and franchises so granted may be changed or repealed, no amendment or repeal shall impair other rights previously vested.”
To simply quote the act extending the charter is a sufficient denial of and answer to the claim of an irrevocable contract. This left but three banks in the State which could claim an irrevocable contract, and one hundred and twenty-five without any claim whatever to immunity against increased taxation.
The revenue act repealed several acts by particularly naming them and excluded certain other acts from the repealing clause, and declared all other acts, general and special, and parts of acts inconsistent or not in conformity therewith, were thereby repealed. The revenue act is now chapter 92, General Statutes.
The only part of the act relating to the taxation of banks and other institutions of loan or discount is article 2, chapter 92, General Statutes. Section 1 of the article relates to the amount of tax which the banks shall pay and designates the method of levying the tax. Section 2 imposes certain duties on the cashier of the bank with reference.to making a report to the auditor of public accounts. Sec. 3 exempts banks having certain money invested in bonds or funds of *632the United States from taxation named in the section. Sections 4, 5, and 6 of article 2, are as follows:
§ 4. “That each of said banks, institutions and corporations, by its proper corporate authority, with the consent of a majority in interest of a quorum of its stockholders, at a regular or called meeting thereof, may give its consent to the levying of said tax, and agree to pay the same as herein provided, and waive and release all right under the acts of congress or under the charters of the State banks, to a different mode or smaller rate of taxation, which consent or agreement, to and with the State of Kentucky, shall be evidenced by writing under the seal of such bank and delivered to the Governor of this Commonwealth; and upon such agreement and consent being delivered, and in consideration thereof, such bank and its shares of stock shall be exempt from all other taxation whatever, so long as said tax shall be paid during the corporate existence of such bank.”
Ҥ 5. The said banks may take the proceeding authorized by sec. 4 of this act, at any time until the meeting of the next General Assembly: Provided, They pay the tax provided in sec. 1, from the passage of this act.
§ 6. This act shall le subject to the provisions of section eight .(8), chapter sixty-eight (68), of the General Statutes.”
Section 7 provides that if the banks fail or refuse to make the consent and agreement as provided in section 4, then they are to be assessed and the same tax, State, county and municipal, shall be imposed, levied and collected, etc., as is imposed on the assessed taxable property in the hands of individuals.
Without section 4, the remaining sections of the article Would have been a complete system for levying and collecting taxes on the banks chartered after 1856. The article treats of nothing except the taxation of hanlcs.
*633It seems there can be no question of the power of the legislature, at that time, to impose a tax on such banks for State, county and municipal purposes. It was wholly useless for the legislature to ask the assent of the banks chartered since 1856 to make any consent to the imposition of tax on them for that purpose. The national banks are subject to the payment of taxes for- State, county and municipal purposes, and it was not necessary to obtain, their consent that they might be taxed for that purpose.
It was needless to ask this class of banks to enter into the agreement. The legislature may have entertained some doubt, not as to the right to tax national banks for State, county, and municipal purposes, but as to the method prescribed, and desired to remove all doubt by obtaining the consent of such banks to that method.
It was greatly to the interest of the national banks and the State banks, chartered subsequent to 1856, to enter into the agreement, because they were thus released from the payment of county and municipal taxes. In agreeing to pay the amount provided in the article for State purposes, they were released from local burdens, which in some instances are two or three times as great as that which they agreed to pay the State. It was greatly to their interest to accept the proposition of the State.
As a matter of fact, these banks were relinquishing no rights. They were, apparently, yielding a right which the State, in its sovereignty, already possessed. The right had never been relinquished, but had been expressly reserved. So vigilant had been the State to retain the control of corporations and retain its power to tax them, its purpose to do so was declared in the form of a legislative enactment, which was understood to be written in every act of incorporation.
*634It may be a more difficult task to show why the three old banks entered into the agreement.. Tbeir right to the immunity from- increased taxation was questioned, as shown by the revenue act, as their charters were declared repealed,so far as they were inconsistent therewith.
It was the evident purpose of the legislature to induce these banks to recede from their claim to an irrevocable contract. It was desired that all banks should be placed upon the same footing in the matter of taxation with the other banks of the State. The legislature had been renewing their charters, and if they were again renewed, an appeal must be made to the same power. These banks may have realized that the act of 1856 should have, by a proper interpretation, been made applicable to the acts renewing their charters. However, it is needless to speculate further as to the reasons which induced them to enter into-the contract with the State' by which they released any irrevocable contract which they had under their charters,, against increased taxation.
These banks had the right to give their consent to the increased taxation. The courts have always recognized the right of a .corporation to consent to legislation or accept its-provisions and be bound thereby, though it may have the effect of depriving such corporation of a vested right.
This brings me to the question as to what were the terms and conditions of the contract into which all these banks entered. The banks must be presumed to know the law and the effect of the contract to which they agreed. Those who represent banks are among the brightest and most sagacious business men of the country.
The contract is brief, simple and without, ambiguity. In short, the State agreed to accept and the banks agreed to pay seventy-five cents annually, on each share of their stock *635equal to one hundred dollars, and in consideration thereof be exempt from all other taxation whatsoever, so. long as the tax shall be paid during the corporate existence of such banks.
If these were all the terms of the contract then it might be contended with some reason that it was irrevocable during their corporate existence. Being mindful of the policy which had been pursued for thirty years, it said in effect to the banks, it is desired that the contract be signed in the formal way prescribed, but itmust be understood that the right to alter, change or abandon the contract is reserved to the State. That its purpose might be fully understood, the legislature placed in the article section 6, which, in terms, makes the statute of 1856 a part of the contract. It is expressly provided that the article shall be subject to the provisions of sec. 8, chap. 68, Gen. Stats.
The legislature was determined that the provisions of the act of 1856 should not depend on rules of construction to be read into the contracts by modification, but in terms said that it should be part thereof. It is admitted that when the word “act” appears in article 2, it has reference to the article 12).
Article 2 was an independent measure, offered as a substitute to article 2 of the original bill. The substitute was adopted, and became a part of the revenue bill. It now appears as part of the bill in the exact language as offered.
This section 6 has no reference to any part of the revenue bill, except the article of which it is a part.
It has been suggested that it had reference to new banks that might be organized. This could not be so because article 2 is dealing with banks in existence, and asks them to give their consent, etc. thereto, and says if at all, they *636must do so before meeting of the next General Assembly. When it is admitted that the word “act,” as used, is synonymous with “article,” then it must be admitted that the provisions of section 6, of article 2, are applicable alone to the article (2) of which it is a part.
If there could be any doubt, from the language used, as to the meaning of the legislature, then that must be removed by an examination of the House and Senate Journals. An amendment (p. 1241, House Journal, 1886) was offered to article 2, of the original revenue bill, and section 7 of that amendment read as follows: “This act shall not be subject to the provisions of sec. 8, chap. 68, of the General Statutes.”
The amendment (p. 1243, House Journal, 1886) was defeated.
While the revenue bill was pending in the Senate, it was proposed to amend section 6, of article 2, by inserting after the word “shall,” in the first line, the words “not for ten years.” (P. 1315, Senate Journal, 1886.) This amendment was defeated. Had it been adopted, then the section would have read: “This act shall not for ten years be subject to the provisions of section eight (8), chapter sixty-eight (68), of the General Statutes.”
The proceedings of the House and Senate show the legislature fully understood the purpose for which this section was made part of article 2. It was the purpose of the legislature not to be restricted.for any period of time in its right to repeal the article and withdraw from the contract.
Tn view of the plain provisions of the statute about the meaning of which there should be^no doubt, and the intent of the legislature being fully explained by its records, it seems to me there should be no hesitation in concluding *637the act of 1856 should be read as part of the contracts; hence, they are not irrevocable.
The fact that a written consent was asked and secured does not alter the application of the act of 1856. To this effect is New Jersey v. Yard, 95 U. S., 104. The facts of that case were as follows:
The Morris & Essex Railroad Company was created a corporation by an act of the legislature of New Jersey, passed January 29, 1835. The act provided that as soon as the net proceeds of the railroad amounted to 7 per cent, on its cost, it should pay a State tax of one-half of 1 per cent, on the cost of the road, and no other tax should be levied upon it.
The twentieth section reserved to the legislature the right to amend or repeal the act whenever it should think ¡proper. A supplemental act was passed on March 2, 1836, in which the right to repeal or amend was reserved.
On the 14th of February, 1846, the legislature of New Jersey passed an act in effect the same as the Kentucky act of 1856. Another supplemental act to the charter of the railroad was approved March 23,1865, authorizing a branch road to be built, and by which the company was vested with all the powers and franchises given by original and supplemental acts, etc.
The third section of the last named act reads as follows:
“Be it enacted, that the tax of one-half of one per cent., provided by this said original act of incorporation, to be paid by the said' company to the State, whenever the net earnings of the said company amount to seven per cent, upon the cost of the road, shall be paid at the expiration of one year from the time when the road of the said company shall be open and in use to Phillipsburg, and annually thereafter, which tax shall be in lieu and satisfaction of all. *638other taxation or imposition whatever, by or under the authority of this State, or any law thereof: Provided, That this section shall not go into effect or be binding upon the said company, until the said company, by an instrument, duly executed under its corporate seal, and filed in the office of the Secretary of State, shall have signified its assent thereto, and which assent shall be signed within sixty days after the passage of the act, or this act is void.”
The instrument required by this act was duly executed by the company.
In the act of 1865 there was no reservation of the right to repeal or amend it.
Acts of the legislature imposed a more burdensome tax on the railroad company than that provided for in sec. 3, supra.
The sole question in New Jersey v. Yard was whether the act of 1865 and its acceptance by the railroad company constituted a contract, which could not be impaired by any subsequent legislature of the State. The court held that it was an irrevocable contract, because the legislature had not reserved the right to amend, or change it.
It is plain from the opinion that had the legislature reserved the right to alter or change the contract or act by which it was made, the court would have held the act of the legislature doing so did not impair the obligation of the contract. Justice Miller, in delivering the opinion said:
“But as we have already said, since the legislature, which passed the act of 1865 had the power to make a contract which should not be subject to repeal or modification by one of the parties to it, without the consent of the other, the main question here is: Did they intend, to make such a contract?
**********
“In the case now under consideration, it is conceded on *639all hands that the act of 18C5 was a contract for a tax of one-half of one per cent, per annum on the cost of the Morris & Essex Railroad and no more. But counsel for defendant says the contract was repealable; that the legislature of its own volition could impose other and more burdensome taxes .at its discretion; that it was a contract so long as the legislature of New Jersey was satisfied with it and no longer. It is conceded, also, that this construction of it can not be sustained, unless we are bound to import into it either the reservation clause of the act of 1836, or what is- called the interpretation act of 1816. We have already shown how little reason there is for doing this on general principles of construction. We think it still clearer that it can not be done, because it is inconsistent with the legislative intent in passing the act of 1865.
* **#**##»*
“The implication is of a right to revoke it, and comes from the other quarter, and is one which we do not think exists by fair construction, and which we do not feel at liberty to import i/nto the contract to defeat its manifest purpose.”
From the language of this opinion and the long lineof decisions of the same court, it is manifest that the decision avrs made* to turn on the question of the reservation of the right to amend or repeal, etc.
In order to hold that the right to alter, etc., the contract made under article 2, does not exist, it is absolutely necessary to eliminate section 6 from the article. No such a rule for the interpretation of statutes can be found, as the meaning of the section is manifest and clear.
Besides, by the very terms of the act of 1856, a rule of interpretation is given that “all charters and grants of or to corporations or amendments thereof and all other statutes”. shall be subject to amendment or repeal at the will *640of the legislature, unless a contrary intent be therein “plainly expressed.”
It is proposed now by those representing the banks to disregard this statutory rule of construction. It is now in effect insisted that in order to reserve the right claimed, it must be “plainly expressed” in the act that it is reserved. This being done, it is still disregarded. The legislature, doubtless anticipating such contention and versatility, “plainly expressed” in the article that whatever was done thereunder or in pursuance thereof could only continue during its will. If section 6 was not for this purpose, I should like to have the court to suggest some reason as to why it was placed in the article. The doctrine is that where it is asserted that a state has bargained away her right of taxation in a given case, the contract must be clear and can not be made out by dubious implication. (New Jersey v. Yard, supra.)
The taxing power of the State is never presumed to be relinquished unless the intention to relinquish is expressed in clear and unambiguous terms. (Bradley v. McAtee, 7 Bush, 667.)
It is a familiar rule of construction of statutes that effect must be given to every provision except in cases of absolute and irreconcilable incongruity. (Dazey v. Killam, 1 Duv., 407.)
If one statute refers to another for the power given by the former, the statute referred to is to be considered incorporated in the one making the reference. (Nunes v. Wellisch, 12 Bush, 365.)
Mr. Cooley, in his work on Taxation (p. 204), says: “As taxation is the rule and exemption the exception, the intention to make an exception ought to be expressed in clear and unambiguous terms, and it can not be taken to have been *641intended when the language of the statute, on which it depends, is doubtful or uncertain.”
For the interpretation of statutes this court in Nichols v. Wells, Sneed, 259, said that “the most natural and genuine way of construing a statute is to construe one part by another part of the same statute; that the words and meaning of one part of a statute do frequently lead to the sense of another, and if it can be prevented, no clause or sentence or word shall be superfluous, void or insignificant.”
As there is a clear expression of the legislative intent in the statute, no rules are really necessary to aid in its interpretation.
If A should rent B his farm for a term of ninety-nine years in consideration of a certain annual rental, but it was written in the contract that it was “subject” to be annulled at the will of A, in the interpretation of this contract would not a court hold that the entire instrument was to be considered in determining its effect? Would not A’s right to annul the contract be just as enforceable as B’s right was to enter upon the farm under ihe contract?
Whilst it might be said it was an unwise contract on the part of B, yet being capable of contracting he would be bound thereby, and a court would certainly not hold, because it appeared to be an unwise contract for B to have entered into, that therefore A did not reserve the right to annul the contract. This is the character of interpretation which must be employed to sustain the contention of counsel for the old banks.
It can hardly be said.it was an unwise contract on the part of one hundred and twenty-five of the one hundred and twenty-eight in the State, as by the very terms of the act, under which the contract was entered into, they were re*642quired to pay State, county and municipal taxes, with the power in the legislature to iucrease it at will.
It certainly was a very advantageous contract for them to enter into. When these hanks paid more than two-thirds of the taxes paid by all banks with the power in the legislature to increase the amount if they should so desire, what reason can be suggested as to why the legislature would desire to reverse the policy which had been steadfastly adhered to for so long, and enter into an irrevocable contract with such banks? Why should it want to surrender a power which it had been so zealous to preserve?
The contract was made subject to the right of the legislature to withdraw from it whenever it regarded the public interests demanded it should do so.
Whenever the banks accepted the provisions of the act of 1880, they surrendered any rights to immunity from increased taxation which their charter gave them.
The acceptance of the act of 1886 was a consent to the repeal of so much of their charters as were inconsistent therewith, hence they stood in such relation to the State as to future taxation as the legislature saw proper to impose.
• If the provisions of their charters relating to taxation were repealed, as it must be admitted they were by the act of 1886, then such provisions were no longer in force. It is unreasonable to say that the provisions of the charters fixing the rate of taxation in the banks at fifty cents on each, share of the capital stock of the banks equal to one hundred dollars can be in force, if the act of 1886, fixing such tax at seventy-five cents instead of fifty on shares, is in force. The court admits the latter is in force. In doing this it must be admitted the charter privilege has been repealed.
If repealed then by the act of 1886, surely the only way *643in which the provisions of this charter could be restored would be by the legislature so providing in said act. There is no pretense this has been done. The fact that the law of 1886 has been repealed does not restore the former provisions of their charters.
Sec. 464, Kentucky Statutes, provides: “When a law which may have repealed another shall be repealed, the previous law shall not be revived, unless the law repealing it be passed during the same session of the General Assembly.”
It is a most groundless contention to say that if the present law is sustained the old banks will be restored to the former privileges under their charters.
It has been suggested thatthe provisions of their charters with reference to taxation were vested rights, and, although they consented to the legislation of 1886, and became subject to the provisions of the act of 1856, still, as the charter privilege as to taxation was a vested right, therefore it was saved to them by the proviso which preserves “other rights previously vested.” The purpose of the act of 1856 was to reserve in the legislature the power to destroy the privileges and franchises granted in the charters.
If it does not have this effect, it would be entirely inoperative, and the effort to retain control of corporations would be abortive. The claim that the privileges granted by art. 2 can be repealed,, but without the right to terminate the contract with the banks, is not founded in reason.
The only privilege which the banks enjoyed was to pay the seventy-five cents on each share of stock in lieu of all other taxes.
To say that the law granting the privilege can be repealed because the right to do so was reserved, as is admitted by *644this court, and still leave the banks in its enjoyment (as is-the effect of the opinion of this court), is to employ logic that has never been in common use by this or any other court. This logic gives the banks the substance and the State the; shadow.
The preserved rights then are not privileges and franchises granted by the repealed charter, but “other rights”' which had vested previous to the act amending or repealing the charter.
The other rights are such as the beneficiaries under the charter may have acquired, in property, dioses in action, real and personal property, or interests of every character which they could acquire in operating under the charter^, and also such rights or interests as other persons may have previously acquired by contract, mortgage, judgment or otherwise, in the property belonging to the corporation.
My contention has been recognized as correct in all the decisions of this court, in passing upon the act of 1856. The Supreme Court of the United States has so construed the-act. It was said in Griffin v. Kentucky Insurance Co., 3 Bush, 594: “The proviso was intended to secure the-rights of beneficiaries and others vested under the charter-before its amendment or repeal, and does not affect the-mere power to repeal the franchise.” To the same effect is Cumberland & Ohio Railroad Co. v. Barren County Court, 10 Bush, 609.
Section 174 of the constitution recognized a just principle when it declared that all property, whether owned by persons-or corporations, should be taxed in proportion to its-value, unless exempted thereby, and that all corporate property should pay the same rate of taxation paid by individual property.
The legislature, in obedience to that provision of the con*645•stitution, enacted tlie law for levying and collecting tlie tax from tlie banks of the State the validity of which is in question in these cases. For the reason already given, I conclude that the obligation of no contract was impaired by the action of the constitutional convention or the succeeding legislature. Some of the best lawyers in the State were members of the convention which framed our constitution, who gave an earnest consideration to the question involved in these cases, and their conclusions which they reached were crystallized inso section 174 of the constitution. I believe that their conclusions are correct.
The opinion of the court denies the power is in the legislature to say what taxes the banks of the State shall pay for State purposes during the existence of their several charters. It denies the right of the legislature to compel them to bear any of the burdens of county and municipal governments. I can not believe the legislature did, or intended, by art. 2, of the act of 1886, to reverse its policy •so earnestly pursued for a generation, and surrender to sixty odd banks of the State its right previously reserved to control them in the matter of taxation and to give up its power to increase or diminish the taxes imposed on one hundred and twenty-five banks, this including the- national, banks.
Exigencies may arise requiring the levying and collecting ■of vast sums to meet the public demand, yet, however great the emergency may be or imperative the demand for money to meet such wants, the legislature is powerless to compel the banks to contribute more than they are now paying at any time during their corporate existence.
The counties and municipalities are annually compelled to raise large sums of money by taxation. The counties •of the State'are compelled to incur large expenses to sup*646port tlie county governments, to pay for bridges and public highways andto support their unfortunate citizens. The municipalities must incur great expense in making all necessary improvements for the comfort, safety and health of their citizens, to supply water and lights and to give police protection to their citizens and to the banks, yet the court concludes that the legislature has no power to compel the banks to contribute their fair share of such expenses.
In this view I can not concur.
Judges Lewis and Guffy concur in this dissenting opinion-