either under a former charter or under prescriptive usage.  The latter, a corporation already existing, are not obliged to accept the new charter in toto, and to receive either all or none of it; they may act partly under it, and partly under their old charter or prescription.  The validity of these new charters must turn upon the acceptance of them.”  In the same case Mr. Justice Wilmot says:  “It is the concurrence and acceptance of the university that gives the force to the charter of the crown.”  In the King v.  Pasmore,[54] Lord Kenyon observes:  “Some things are clear:  when a corporation exists capable of discharging its functions, the crown cannot obtrude another charter upon them; they may either accept or reject it."[55]

In all cases relative to charters, the acceptance of them is uniformly alleged in the pleadings.  This shows the general understanding of the law, that they are grants or contracts; and that parties are necessary to give them force and validity.  In King v.  Dr. Askew,[56] it is said:  “The crown cannot oblige a man to be a corporator, without his consent; he shall not be subject to the inconveniences of it, without accepting it and assenting to it.”  These terms, “acceptance” and “assent,” are the very language of contract.  In Ellis v.  Marshall,[57] it was expressly adjudged that the naming of the defendant among others, in an act of incorporation, did not of itself make him a corporator; and that his assent was necessary to that end.  The court speak of the act of incorporation as a grant, and observe:  “That a man may refuse a grant, whether from the government or an individual, seems to be a principle too clear to require the support of authorities.”  But Justice Buller, in King v.  Pasmore, furnishes, if possible, a still more direct and explicit authority.  Speaking of a corporation for government, he says:  “I do not know how to reason on this point better than in the manner urged by one of the relator’s counsel; who considered the grant of incorporation to be a compact between the crown and a certain number of the subjects, the latter of whom undertake, in consideration of the privileges which are bestowed, to exert themselves for the good government of the place.”  This language applies with peculiar propriety and force to the case before the court.  It was in consequence of the “privileges bestowed,” that Dr. Wheelock and his associates undertook to exert themselves for the instruction and education of youth in this college; and it was on the same consideration that the founder endowed it with his property.

And because charters of incorporation are of the nature of contracts, they cannot be altered or varied but by consent of the original parties.  If a charter be granted by the king, it may be altered by a new charter granted by the king, and accepted by the corporators.  But if the first charter be granted by Parliament, the consent of Parliament must be obtained to any alteration.  In King v.  Miller,[58] Lord Kenyon says:  “Where a corporation takes its rise from the king’s charter, the king by granting, and the corporation by accepting another charter, may alter it, because it is done with the consent of all the parties who are competent to consent to the alteration."[59]