This is a direct appeal1 from trial court determinations that (1) the 1978 repeal of the Indiana General Corporation Act's reservation of powers clause, allowing the legislature to alter a corporate charter by amending state law, was not an inadvertent clerical error and (2) the retroactive restoration of the clause in 1986, as applied to the present parties, was contrary to the Contracts Clause of the United States Constitution.
Plaintiffs-Appellees Thomas and Lynn Shimala filed a three-count complaint against Defendant-Appellant FGS Enterprises, Inc. ("FGS"), alleging that the FGS board of directors declared a reverse stock split,2 reducing the Shimalas' 162 shares to a 0.66942 fractional share, and that FGS thereafter obtained this fractional share, leaving the Shimalas with no interest in the corporation. Count I of the plaintiffs' complaint seeks a judgment declaring the acts of FGS to be wltra vires and void. The Shimalas contend that FGS's acts were based upon an unconstitutional retroactive application of legislation modifying the FGS articles of incorporation. The complaint's other counts seek relief alternative to the claim of unconstitutionality and are not involved in this appeal. Following motions for summary judgment by both the plaintiffs and the defendant, the trial court entered summary judgment for the Shima-las.
In this appeal, FGS contends in part that its utilization of the applicable statutory provisions to effect the reverse stock split was proper because the reserved powers clause in the Indiana General Corporation Act survived despite an inadvertent clerical error showing it repealed. In its ruling upon the motions for summary judgment, the trial court held that the repeal was not an inadvertent clerical error and that the subsequent legislative attempt to retroactively reverse the repeal was unconstitutional.
Reserved powers clauses are often utilized in general corporation laws to enable legislatures to make periodic changes in corporate law which then automatically supercede pre-existing corporate charters. Following Trustees of Dartmouth College v. Woodward (1819), 17 U.S. (4 Wheat.) 518, 4 L.Ed. 629, which held that a corporate charter was a contract and that a new law attempting to change a charter would unconstitutionally impair the obligations of the contract, state legislatures began enacting provisions in their general corporation laws expressly retaining the power to effect future amendments or repeals. Looker v. Maynard (1900), 179 U.S. 46, 21 S.Ct. 21, 45 L.Ed. 79. These provisions were known as reservation of powers clauses. Any corporation incorporated under a law containing a reservation of powers clause was deemed to have consented, ab initio, to future amendments or repeals. In re Pennsylvania College Cases (1871), 80 U.S. (13 Wall.) 190, 20 L.Ed. 550. Indiana has long recognized that a corporation's charter may not be amended or materially modified by the legislature unless that power is expressly reserved. City of Terre Houte v. Evansville & T.H.R.R. (1897), 149 Ind. 174, 46 N.E. 77; The Cincinnati, H. & I.R.R. v. Clifford (1888), 113 Ind. 460, 15 N.E. 524.
*1228The Indiana General Corporation Act was passed in 1929 without any reservation of powers clause but was amended in 1949 to include such a clause:
The right of the General Assembly to alter, amend or repeal this act is hereby expressly reserved, and all corporations formed or coming under this act are subject to such reserved right. If the application of this section to any corporation, person or circumstance is held invalid, the application of such provision to other persons, corporations, or circumstances shall not be affected thereby.
Act of Mar. 8, 1949, ch. 194, see. 22, 1949 Ind. Acts 656. In 1978, the Indiana General Assembly enacted Public Law Number 2-1978, declaring the repeal of various enumerated statutory provisions (among which was the reservation of powers clause), but without listing the text or title of any of the repealed statutes. Act of Mar. 9, 1978, Pub.L.No. 2-1978, see. 2825, 1978 Ind. Acts 472. The General Corporation Act was amended in 1986 to restore the reserved powers clause. Act of Feb. 21, 1986, Pub.L. No. 19-1986, see. 39, 1986 Ind. Acts 552 (repealed 1987). This clause was identical in language to the one enacted in 1949, and was accompanied in part by the following explanation:
The purpose of the general assembly in enacting this section is to correct an error that was made in preparation of Acts 1978, P.L.2, SECTION 2825. The general assembly finds and declares that the inclusion of IC 28-1-12-5 in the list of provisions to be repealed by the Acts 1978, P.L. 2 was a clerical error, and that the General Assembly did not intend to repeal IC 28-1-12-5 when it enacted Acts 1978, P.L. 2.
Act of Feb. 21, 1986, Pub.L. No. 19-1986, sec. 89, 1986 Ind. Acts 552 (repealed 1987). The General Assembly also declared that its reinstatement of the reservation of powers clause in section 89 was to be retroactive to July 1, 1978. Act of Feb. 21, 1986, Pub.L. No. 19-1986, see. 66, 1986 Ind. Acts 577. The General Corporation Act was then superceded in 1987 by the Indiana Business Corporation Law ("BCL")3
FGS was incorporated under the laws of the State of Indiana on March 14, 1983, during the time following the ostensible repeal of the reserved powers clause and before the legislature's attempted correction and restoration in 1986 and 1987. On January 20, 1990, under Ind.Code § 23-1-838-2(4)4 of the new BCL, FGS adopted a resolution implementing the reverse stock split and thereafter, pursuant to Ind.Code § 28-1-25-4(a)(1),5 resolved to purchase all fractional shares resulting from the reverse stock split.
The Shimalas contend that at the time of FGS's incorporation, the reserved powers clause had been repealed, that the 1986 legislation did not nullify that repeal, and that without a reserved powers clause in foree when FGS was incorporated, the BCL could not authorize FGS to effect the reverse stock split without violating the Contracts Clause.6 Trial and appellate briefs filed by the Indiana Attorney General urge that the reserved powers clause was not intentionally repealed and that it has remained in effect, without interruption, since its adoption in 1949.
A "repealing clause" is to be interpreted as any other enactment, and the legislative intent will prevail over the literal import of the words. Arnett v. State ex rel. Donohue (1907), 168 Ind. 180, 191, 80 *1229N.E. 158, 156. An expression of intent by a subsequent legislature as to the proper construction of a statute is of no judicial force, but in cases of doubt such construe tion is entitled to respectful consideration and may be given weight by the courts. Wilson v. State (1978), 270 Ind. 67, 69-70, 383 N.E.2d 304, 306; Bettenbrock v. Miller (1916), 185 Ind. 600, 605, 112 N.E. 771, 773. In the construction of a statute, even an express declaration of a repeal will not be given that effect when it is apparent that the legislature did not so intend. State ex rel. Milligan v. Ritter's Estate (1942), 221 Ind. 456, 472, 48 N.E.2d 993, 999; Indianapolis Union Ry. v. Waddington (1907), 169 Ind. 448, 453, 82 N.E. 1030, 1032.
The purported repeal of the reserved powers clause occurred in Public Law 2-1978, which consisted of 954 sections spanning 628 pages. A total of 815 statutory provisions were declared repealed by enumeration in 28 sections. Ind.Code § 28-1I-12-5, then the citation for the reserved powers clause, was listed as repealed, along with five other sections of the General Corporation Act.7
It is significant that during the period of time between the 1978 declared repeal of the reserved powers clause and its 1986 restoration, our legislature passed 37 amendments to the General Corporation Acts.8 If the reserved powers clause is found to have been repealed in 1978, these ensuing enactments would apply only to corporations incorporated before 1978 and would have no effect on post-1978 corporations. We find it wholly implausible that the legislature enacted these changes under such cireumstances. Rather, we find that the ongoing modifications of the General Corporation Act are substantial indicators that the legislature was acting upon the belief that the reserved powers clause continued in force. Finally, we give respectful consideration to the General Assembly's declaration in 1986 that the 1978 repeal was a clerical error.
We therefore conclude that the reserved powers clause of the Indiana General Corporation Act was inadvertently included among the various statutory provisions declared repealed by Act of Mar. 9, 1978, Pub.L. No. 2-1978, see. 2325, 1978 Ind. Acts 472. Because it was not intended by the General Assembly, this repeal was therefore without effect, and the reserved powers clause continued to exist. Thus, there is no issue of retroactive legislation, and the provisions of the 1990 Business Corporation Law may apply to FGS without presenting any issue of unconstitutional impairment of contract. Likewise, because of our determination that the reserved powers clause was not repealed in 1978, we do not address whether the 1986 legislation could retroactively restore a previously repealed enactment.
The trial court's grant of summary judgment is reversed. This cause is remanded to the trial court for further proceedings.
DeBRULER, and SULLIVAN, JJ., concur. SHEPARD, C.J., concurs in result with opinion. GIVAN, J., dissents with opinion.. Ind. Appellate Rule 4(A)(8) gives the Supreme Court exclusive jurisdiction of "appealable cases where a state or federal statute has been declared unconstitutional in whole or in part."
. A reverse stock split is the reduction in the number of corporate shares outstanding by calling in all shares and issuing a smaller number, though the capital of the corporation remains the same. The effect of a reverse stock split is to increase the value of each share. Black's Law Dictionary 1320 (6th ed. 1990). The case at bar involved a 242-for-i split.
. The entire BCL encompasses Ind.Code §§ 23-1-17-1 through 23-1-54-3.
. Ind.Code § 23-1-38-2(4) states in part: Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action to: (4) Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding....
. Ind.Code § 23-1-25-4(a)(1) states in part: "A corporation may do any one (1) or more of the following: (1) Issue fractions of a share or pay in money the value of fractions of a share."
. Constitution of the United States, Article 1, § 10.
. Ind.Code §§ 23-1-12-6, 23-1-16-9, 23-2-1-22, 23-2-1-23, and 23-2-1~25.
. From 1978 to 1986, the Indiana General Corporation Law was repeatedly modified with the enactment of 37 changes. These modifications addressed such matters as changes in corporate name, transfer of shares, telephone conference call meetings, minimum number of directors, authority of board of director executive committees to approve contracts and issue shares, authority of one person to serve as both president and secretary, power of corporations to lend funds, merger and consolidation, and voluntary dissolution. See generally Ind.Code §§ 23-1-2-1 through 23-1-11-16 (repealed 1987).