Definition
A paired phrase appearing in reservation-of-power clauses, legislative enactments, and procedural rules, signifying the authority to change an existing legal instrument, charter, judgment, or statute. Though often treated as a single compound term, "alter" and "amend" carry distinct shades of meaning that courts and legislatures have not always applied consistently.
1. In constitutional and corporate charter law: A legislative or grantor reservation — typically reading "the power to alter, amend, or repeal" — preserving authority to modify the terms of a grant (such as a corporate charter) after it has been issued. The scope of that reserved power is a recurring question: how broadly may the sovereign or grantor reach before a modification exceeds "alteration or amendment" and becomes an effective revocation or a taking of vested rights?
2. In procedural law: The authority of a court or tribunal to revisit and revise a judgment or order after entry. Rules governing motions to alter or amend a judgment set strict time limits and narrow grounds, distinguishing this relief from a full appeal or a motion for new trial.
3. In contract and instrument law: Any unauthorized or material change to the terms of a written instrument — a promissory note, deed, or contract — that may affect the rights of parties who did not consent to the change.
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Common Confusion
"Alter" and "amend" are often used as pure synonyms, but courts have at times drawn a distinction: amendment suggests formal revision within the intended scope of the original instrument, while alteration suggests a change that may go to the substance or nature of the thing changed. The pairing "alter or amend" is itself a drafting hedge designed to capture both corrective and structural modifications. Researchers should also distinguish "alter or amend" in the charter/reservation context from "material alteration" in the law of negotiable instruments, where alteration carries a specific technical meaning under Article 3 of the UCC.
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Why It Matters in Research
The phrase does significant but quiet work in three distinct doctrinal areas, and conflating them produces research errors.
In charter and corporate law, the reservation-of-power clause is the pivot point for disputes over legislative interference with corporate or institutional rights. The Bouvier entry — citing a Kentucky case involving a theological institute — captures the core tension: even a valid reservation of power to "alter or amend" does not give the legislature unlimited authority to restructure the entity over the objection of existing stakeholders. Historical sources treat the phrase almost entirely in this reservation context. Researchers using 19th-century materials should expect this framing and recognize that modern charter law (especially post-Model Business Corporation Act) handles these questions under broader reserved-power statutes, making the old case-specific analysis less directly applicable.
In federal civil procedure, "alter or amend" is a term of art attached to post-judgment motions. Federal Rule of Civil Procedure 59(e) — motion to alter or amend a judgment — has a 28-day deadline that is jurisdictional in practice. Research in this procedural context requires attention to the strict distinctions courts draw between Rule 59(e) motions and Rule 60(b) motions for relief from judgment; the two are frequently confused by practitioners and occasionally by courts.
In negotiable instruments law, "alteration" of a document — adding to, erasing, or changing terms — triggers its own UCC framework. Here "alter" carries specific legal consequences for holder rights and obligor discharge. This meaning is almost entirely absent from the historical dictionary literature.
Corpus researchers working across legal history should flag that "alter or amend" in a 19th-century source almost certainly refers to a charter or grant context. The procedural and commercial meanings are 20th-century developments that the historical dictionaries do not address.
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Historical Dictionary Support
Bouvier's treatment is narrow: it reduces the term to a single illustrative proposition drawn from Kentucky case law, holding that a legislature's reserved power to "alter or amend" a charter did not extend to adding trustees without the existing trustees' consent. The entry offers no general definition of the phrase, no analysis of the outer limits of reserved legislative power, and no treatment of the term outside the charter context. Bouvier reflects the 19th-century preoccupation with the Dartmouth College problem — how to reconcile vested corporate rights with legislative sovereignty — rather than a comprehensive account of the phrase's legal meanings.
What Bouvier misses: the procedural law dimension entirely, the commercial instruments dimension entirely, and any treatment of how "alter" and "amend" might be distinguished from each other. For modern research, the historical entry is a starting point for charter-reservation questions only.
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Jurisdictional Note
The scope of a legislature's reserved power to alter or amend a corporate charter varies by state constitution and enabling statute. Most states now operate under broad general corporation law reservations that make the narrow common-law question less litigated. In federal civil procedure, Rule 59(e) is uniform but its interaction with appellate deadlines and subject-matter jurisdiction creates circuit-level variation in application.
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Encyclopedia Cross-Reference
contracts_157: Negotiable Instruments — Forgery and Alteration (The Law Mind Contracts & Commercial Law Encyclopedia) — directly relevant to the material-alteration dimension of this term.
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