(dissenting). My brethren will, I am sure, acquit me of any intentional discourtesy when I say that it seems to me there is a fatal confusion of thought in arriving at the conclusion in this case.
This is not an action by the state to recover fees, but simply an action to compel the defendant to obey the statute requiring corporations to file a copy of each amendment to their articles of incorporation with the secretary of state. The. state contends that the defendant has amended its articles of incorporation; the defendant contends that it has not. The question to be solved is therefore very simple, and it would seem that it ought to be very easy of solution when, as here, the evidentiary facts are not in dispute.
The defendant is not a corporation organized under the general railroad incorporation law, which requires the making and filing of articles of incorporation (as was the defendant *106in the case of State ex rel. Minneapolis, St. P. & S. S. M. R. Co. v. Railroad Comm. 137 Wis. 80, 117 N. W. 846), but is a corporation created by special act of the legislature. Its “articles”, are therefore legislative acts, it has no others. By its original act of incorporation the capital was limited to $10,000,000, but this act was amended by ch. 244 of the Laws of 1895, which provided that .the capital stock of the company might be increased from time to time to such an amount as might by its stockholders be deemed necessary for the construction, acquisition, or operation of its railroad or railroads. This power has been exercised by the stockholders, and the question is whether by that act they have amended their articles of incorporation, i. e. their charter. There can be but one logical answer to this question, as it seems to me. The charter is exactly the same now as before. If one were now directed to print the articles of incorporation of the defendant, he would perforce print the charter in exactly the same words as he would have printed it if ordered to dp so before the increase of capital stock. The stockholders have not committed the folly of attempting to change an act of the legislature, — they have simply exercised a privilege which the legislature gave them, and the law remains exactly as before. One does not change the terms of a power of attorney by doing what it authorizes. Not only have the articles of incorporation remained unchanged, but there is no power short of the legislature that can change them. The difficulties which the court experiences in the case seem to me to be the difficulties which always arise when one fails to give plain words their plain meaning.