Sec. 722. 1. To receive dividends from profits earned. See, supra, §§ 543-549. Sec. 723. 2. To keep dividends received in good faith, though paid out of capital when solvent. See McDonald v. Williams, 174 U. S. 397, supra, p. 1981, and note, p. 1985, Lawrence v. Greenup, 97 Fed. Rep. 906, supra, p. 1985. Sec. 724. 3. (a) To be released from liability. By fraud in securing subscription. See Martin v. South Salem, etc., Co., 94 Va. 28, supra, p. 539; Upton v. Englehart, 3 Dill. 496, supra, p. 1559. Note. Compare, 1859, Ogilvie v. Knox Ins. Co., 22 How. 380. See note, supra, p. Sec. 725. Same. (b) By forfeiture of shares for non-payment. See Small v. The Herkimer Mfg. Co., 2 N. Y. 330, supra, p. 1567. Note. See, 1896, Burt v. Real Estate Exchange, 175 Pa. St. 619, 52 Am. St. Rep. 858. Sec. 726. Same. (c) By acceptance, by the corporation, of a material amendment, when not assented to by the shareholder. See Ashton v. Burbank, 2 Dill. 435, supra, p. 87; Railway Co. v. Allerton, 18 Wall. 233, supra, p. 442; Clearwater v. Meredith, 1 Wall. 25, supra, p. 984; Buffalo & N. Y. C. Ry. v. Dudley, 14 N. Y. 336, supra, p. 1461; Stevens v. Rutland, etc., R. Co., 29 Vt. 545, supra, p. 1448; Durfee v. Old Colony R., 5 Allen 230, supra, p. 1462; Zabriskie v. Hackensack, etc., R. Co., 18 N. J. Eq. 178, supra, p. 1466; note, supra, p. 1472. Note. See, also, 1824, Natusch v. Irving, Gow. Partnership App., vi, p. 398; 1843, Hartford & N. H. R. v. Croswell, 5 Hill 383; 1863, Kenosha R. & R. I. R. v. Marsh, 17 Wis. 13; 1873, Nugent v. The Supervisors, 19 Wall. 241; 1876, Memphis B. R. Co. v. Sullivan, 57 Ga. 240. Compare, 1895, Greenbrier Indus. Exp. v. Squires, 40 W. Va. 307, 52 Am. St. Rep. 884. Sec. 727. (d) By completed transfer of shares. See supra, §§ 566–568. Note. See, also, 1889, Foster v. Row, 120 Mich. 1, 77 Am. St. Rep. 565; 1900, Wick Nat'l Bk. v. Union Nat'l Bk., 62 Ohio St. 446, 78 Am. St. Rep. 734. SUBDIVISION V. RIGHTS OF Corporate Creditors AmONG THEM SELVES. ARTICLE I. PRIORITY. Sec. 728. 1. In general by promptness of action. See Louisville, N. A. & C. Ry. Co. v. Boney, 117 Ind. 501, supra, p. 1842; Allen v. Montgomery R. Co., II Ala. 437, supra, p. 1960; First Nat'l Bank v. Peavey, 69 Fed. Rep. 455, supra, p. 1962. Note. See note, 3 Am. St. Rep. 806, 869. See, 1901, Merchants Natl. Bank v. McDonald, Neb. 88 N. W. 492. Sec. 729. 2. In case of unpaid subscriptions, or withdrawal of assets. See Allen v. Montgomery R. Co., 11 Ala. 437, supra, p. 1960; Hatch v. Dana, 101 U. S. 205, supra, p. 1965; Lawrence v. Greenup, 97 Fed. Rep. 906, supra, p. 1985. Sec. 730. 3. In case of statutory liability of shareholders or offi cers. See supra, §§ 707, 709, 713, 717. Sec. 731. 4. By voluntary preference by corporation. (a) General creditors. See Catlin v. Eagle Bank, 6 Conn. 233, supra, p. 1815; Rouse v. Merchants' Nat'l Bank, 46 Ohio St. 493, supra, p. 1819. Sec. 732. Same. (b) Director-creditors. See Olney v. Conanicut Land Co., 16 R. I. 597, supra, p. 1832; Howe, Brown & Co. v. Sanford F. & T. Co., 44 Fed. Rep. 231, supra, p. 1835; Corey v. Wadsworth, 118 Ala. 489, supra, p. 1836. Sec. 733. 5. By statutory provisions. Resident and non-resident creditors. (a) Natural and artificial non-resident persons as creditors. BLAKE v. McCLUNG.1 1898. IN THE Supreme Court of the United STATES. 172 U. S. Rep. 239-269. [In 1893, McClung & Co., residents of Tennessee, filed a creditor's bill in the Tennessee courts againt the Embreeville Company, a British mining and manufacturing company authorized to do, and doing, business in Tennessee from an office established there, alleging insolvency of the company and fraudulent preferences made by it, contrary to the laws of Tennessee. The home office was in London, and after suit was begun in Tennessee, liquidation proceedings under the English law were begun there. The Tennessee court appointed a receiver of the property in Tennessee, administered its affairs there, and adjudicated the rights and priorities of creditors, including claims of debenture holders to amount of $125,000, and trade claims to amount of $90,000-both owned by non-residents of the United States; also the claims of Blake, and of Rogers & Co., residents of Ohio, and of the Hull Coal Company, a Virginia corporation-all of whom had intervened in the original suit, alleging that McClung & Co. claimed priority of right over "citizens of the United States, but not of the state of Tennessee," according to certain statutes of Tennessee, which were alleged to violate the national constitution. The court held the law constitutional, and held that the Tennessee creditors were entitled to priority (with certain exceptions, not important here) over other creditors, "residents and citizens of other states of the United States or other countries;" that the creditors who were "citizens of other states" of the United States are entitled to share ratably in its assets being administered in this cause, next after the payment of the Tennessee creditors. This decision, in these particulars, was affirmed by the court of chancery appeals, and finally by the supreme court of Tennessee. Plaintiff obtained this writ of error. The statute complained of provides that any foreign corporation may become incorporated in Tennessee, and do business there by filing a copy of its charter in the office of its secretary of state, whereupon it Statement abridged. Part of opinion omitted; also the dissenting opinion of Mr. Justice Brewer, C. J. Fuller concurring, is omitted. shall be deemed and taken to be a corporation of that state; and that such corporation and all its property "shall be liable for all the debts, liabilities and engagements of the said corporation, to be enforced in the manner provided by law, for the application of the property of natural persons to the payment of their debts, engagements and contracts. Nevertheless, creditors who may be residents of this state shall have a priority in the distribution of assets, or subjection of the same, or any part thereof, to the payment of debts over all simple contract creditors, being residents of any other country or countries."] MR. JUSTICE HARLAN. The plaintiffs in error contend that the judgment of the state court, based upon the statute, denies to them rights secured by the second section of the fourth article of the constitution of the United States providing that "the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states," as well as by the first section of the fourteenth amendment, declaring that no state shall "deprive any person of life, liberty or property without due process of law," nor deny to any person within its jurisdiction the equal protection of the laws." 66 * * (After holding that the words, "residents of this state," and "residents of any other country or countries," as used in the act, made it plain that "the state did not intend to place creditors citizens of other states upon an equality with creditors citizens of Tennessee," and that "the manifest purpose was to give to all Tennessee creditors priority over all creditors residing out of that state, whether the latter were citizens or only residents of some other state or country.") We must therefore consider whether the statute infringes rights secured to the plaintiffs in error, citizens of Ohio, by the provision of the second section of article 4 of the constitution of the United States, declaring that the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states. Beyond question a state may, through judicial proceedings, take possession of the assets of an insolvent foreign corporation within its limits, and distribute such assets or their proceeds among creditors according to their respective rights. But may it exclude citizens of other states from such distribution until the claims of its own citizens shall have been first satisfied? In the administration of the property of an insolvent foreign corporation by the courts of the state in which it is doing business, will the constitution of the United States permit discrimination against individual creditors of such corporations because of their being citizens of other states, and not citizens of the state in which such administration occurs? This court has never undertaken to give any exact or comprehensive definition of the words "privileges and immunities," in article 4 of the constitution of the United States. Referring to this clause, Mr. Justice Curtis, speaking for the court, in Conner v. Elliott, 18 How. 591, 593, said: "We do not deem it needful to attempt to define the meaning of the word privileges in this clause of the constitution. It is safer, and more in accordance with the duty of a judicial tribunal, 2 WIL. CAS.-55 to leave its meaning to be determined, in each case, upon a view of the particular rights asserted and denied therein." One of the leading cases in which the general question has been examined is Corfield v. Coryell, decided by Mr. Justice Washington at the circuit. He said: "The inquiry is, what are the privileges and immunities of citizens in the several states? We feel no hesitation in confining these expressions to those privileges and immunities which are, in their nature, fundamental; which belong, of right, to the citizens of all free governments, and which have, at all times, been enjoyed by the citizens of the several states which compose this Union from the time of their becoming free, independent and sovereign. What these fundamental principles are, it would perhaps be more tedious than difficult to enumerate. They may, however, be comprehended under the following general heads: Protection by the government; the enjoyment of life and liberty, with the right to acquire and possess property of every kind, and to pursue and obtain happiness and safety; subject, nevertheless, to such restraints as the government may justly prescribe for the general good of the whole. The right of a citizen of one state to pass through or to reside in any other state for the purposes of trade, agriculture, professional pursuits or otherwise; to claim the benefit of the writ of habeas corpus; to institute and maintain actions of any kind in the courts of the state; to take, hold and dispose of property, either real or personal; and an exemption from higher taxes or impositions than are paid by the other citizens of the state, may be mentioned as some of the particular privileges and immunities of citizens, which are clearly embraced by the general description of privileges deemed to be fundamental; to which may be added the elective franchise, as regulated and established by the laws or constitution of the state in which it is to be exercised. These, and many others which might be mentioned, are, strictly speaking, privileges and immunities, and the enjoyment of them by the citizens of each state in every other state was manifestly calculated (to use the expression of the preamble to the corresponding provision in the old articles of confederation) 'the better to secure and perpetuate mutual friendship and intercourse among the people of the different states of the Union.'" 4 Wash. C. C. 371, 380. (Quoting from McCready v. Virginia, 94 U. S. 391, 395; Paul v. Virginia, 8 Wall. 168, 180.) Ward v. Maryland, 12 Wall. 418, 430, involved the validity of a statute of Maryland requiring all traders, not being permanent residents of the state, to take out licenses for the sale of goods, wares and merchandise in Maryland, other than agricultural products and articles there manufactured. This court said: "Attempt will not be made to define the words 'privileges and immunities,' or to specify the rights which they are intended to secure and protect, beyond what may be necessary to the decision of the case before the court. Beyond doubt, those words are words of very comprehensive meaning, but it will be sufficient to say that the clause plainly and unmistakably secures and protects the right of a citizen of one state to pass into any |