The taxing power is limited to persons, property, and business within the jurisdiction of the State.

Provisions of the State Constitution must not be violated, such as provisions requiring uniformity and equality of taxation.

In the absence of constitutional limitations, double taxation is not prohibited, but in a number of states it is prohibited by constitution. Even where not prohibited, it is unjust, and in construing statutes all presumptions are against it.

Provisions of the Federal Constitution must not be violated, such as the provision that no State shall deny to any person within its jurisdiction the equal protection of the laws. This prohibits unequal taxation.

The provision that no State shall pass any law impairing the obligation of contracts prevents taxation of a corporation in violation of the express terms of the charter.

As government bonds cannot be taxed, capital invested in them is exempt. No tax can be imposed which will amount, to a regulation of or interference with interstate

commerce.

The States cannot interfere by taxation with the operation of corporations created by Congress for the purpose of carrying into effect the constitutional powers of the Federal Government, except so far as permitted by Congress.

However, by the weight of authority a State in creating a corporation or afterwards for a consideration, but not otherwise, may agree that it shall be exempt from taxation in whole or in part; and it cannot in such a case, impose a tax in violation of the charter without imparing the obligation of its contract. But exemption from taxation must be clearly shown. All presumptions are against it, and an exemption from taxation may be revoked if the State has reserved the power to repeal, alter, or amend the charter. A corporation cannot escape liability for taxes on the plea of ultra vires.”2

2. See the leading case of Dartmouth College v. Woodward, 4 Wheat. 518; Clark on Corp. 202; Cooley's

Const. Lim. (7th ed.), 175, 395, 396; Cooley on Taxation, 146, and cases cited. The student is especially ad

CHAPTER XIV.

OF THE CORPORATE MEETINGS, AND OF THE CONCURRENCE NECESSARY TO DO CORPORATE ACTS.

The principal points to be considered under the above title, are in respect to the mode of convening a corporate meeting, the place of meeting, and the number of members, or of certain officers required to be present, in order to render the acts, done at the meeting of the assembly, valid.

The rule applicable to municipal corporations, namely, that all corporate affairs must be transacted at an assembly convened upon due notice, at a proper time and place, consisting of the proper number of persons, the proper officers, classes, &c., will in general apply to private corporations.1 The presumption is, that every member knows what days and times are appointed by the charter, by-laws, or by usage for the transaction of particular business; and, therefore, no special notice is requisite for assembling to transact the business specially allotted for such days. In most private corporations, there is a particular day appointed for the election of officers; and when the day is thus appointed for an election, no particular notice may be required. Neither, if a particular day is appointed in each year (as is often the case in charters to private corporations in the United States) for the transaction of all business, is a notice required of the particular business which is to be done.3

If, however, the meeting is special, notice of the business to be transacted must be given.*

vised to consult and read case, and authors just cited on this question. The subject of taxation is too extensive to be more fully considered in this volume. Other works on taxation are: Booles' Foreign Corporations and Taxation of Corporations (1904); Blackwell on Tax Titles (2 Vols., 1889); Burroughs on Taxation (1883); Gray on Limitations of Taxing Power (1906); Merrill's Taxation of Cor

porations (1901); Nichols on Eminent Domain (1909).

1. See, generally, Clark Corp. 448. 2. Willcock, 42; Rex v. Hill, 4 B. & C. 441, 443; Rex v. Carmarthen, 1 M. & S. 702.

3. Clark Corp. 448; Warner V. Mower, 11 Vt. 385; Sampson v. Bowdoinham Steam Mill Corp., 36 Me. 78. 4. Clark Corp. 448.

The notice must be issued by order of some one who has authority to assemble the corporation; though the want of authority in such case may be waived by the presence and consent of all who have a right to vote. The meetings of a joint-stock corporation must be called by a personal notice to all the members unless some other provision is made in the charter or in a by-law; and a vote passed at a meeting not so called, is not binding."

In order to guard against and prevent surprise, the notice must be given a reasonable time before the hour of meeting; and what is a reasonable time, of course depends upon the circumstances of the case. If the members be duly assembled, they may unanimously agree to waive the necessity of notice, and proceed to business; but if any one person having a right to vote is absent or refuses his consent, all extraordinary proceedings are illegal.R

If there is no proper place established for the transaction of the regular business of the corporation, some place in particular should be appointed in the notice. All acts done at an unusual place by a municipal corporation carry the appearance of contrivance, secrecy, and fraud. All votes and proceedings of persons professing to act in the capacity of corporations, when assembled beyond the bounds of the State granting the charter of the corporation, are wholly void.1

Corporations are subject to the principle (supposing the charter to be silent), that the whole are bound by the acts of the majority, when those acts are conformable to the articles of the constitution.2 But the rule, that the acts and proceedings of a majority, at a meeting properly convened,

5. Clark Corp. ib.; Rex v. Gaborian, 11 East, 86, n.; Rex v. Hill, 4 B. & C. 441; Jones v. Milton T. Co., 7 Ind. 547.

6. Clark Corp. 448; Wiggins v. Free Will Baptist Society, 8 Met. 301.

7. Clark Corp. 448. See Campbell v. Pultney, 6 Gill & J. 94; and the matter of the Mohawk Railroad, &c.

Co., 19 Wend. 135; In re Barker, 6
Wend. 509.

8. Id.; Rex v. Hill, 4 B. & C. 442; Rex v. May, 5 Burr. 2682.

9. Clark Corp. 448; Rex v. May, 5 Burr. 2682.

1. Clark Corp. 448; Miller v. Ewer, 27 Me. 509.

2. St. Mary's Church, 7 S. & R. 517; Clark Corp. 449.

are binding on the minority, is confined to temporal affairs; matters of faith, in the case of a religious corporation, being governed by a different rule.3

There is this distinction between a corporate act to be done by a definite number of persons, and one to be performed by an indefinite number. In the first case, a majority is necessary to constitute a quorum, and that no act can be done unless a majority be present; in the latter, a majority of any number of those who appear may act.* When a corporation consists of several integral parts, one of which is indefinite, if any number of persons composing the latter, however small, are present after having been duly summoned, it is sufficient. The distinction is between a definite and an indefinite number. In the former case a majority must be present; whereas in the latter a majority of those present may act, whether a majority of the whole body or not."

Acts purporting to be done by corporations, which relate to the constitution and the rules of government of the body corporate, are not to be considered as having received a legal concurrence, merely because they appear under the corporate seal; and the court have authority to inquire, in such cases, by what authority the seal was affixed."

The books and minutes of a corporation, if there is nothing to raise a suspicion that the corporate proceedings have been irregular, will be treated and referred to as evidence of the legality of the proceedings. Thus, the books are admissible to prove the organization and existence of the corporation. The recording officer of a corporation may make and verify copies of its records, and of the verity of such copies his certificates are evidence; but it is no part of the duty of such officer to certify facts, nor can his certificate be received as evidence of such facts. As against the corporation, it is to be presumed that the forms required

3. See ante, § 38; Miller v. English, 1 N. J. 317; Smith v. Erb, 4 Gill, 437. 4. Ex parte Willcox, 7 Com. 402. 5. Clark Corp. 449; Willcock on Mun. Corp. 66; Rex v. Whitaker, 9 B. & C. 648.

6. St. Mary's Church, 7 S. & R. 530.

7. Grays v. Lynchburg T. Co., 4 Rand. 578; Buncombe T. Co. v. McCarson, 1 Dev. & B. 306.

8. Oakes v. Hill, 14 Pick. 442.

by the charter have been complied with, and, therefore, it lies upon it, where it seeks to avail itself of any default in this respect, to give strict proof thereof."

CHAPTER XV.

OF SUBSCRIPTIONS FOR, AND ASSESSMENTS UPON, SHARES IN JOINTSTOCK CORPORATIONS.

A subscription for shares in the stock of a joint-stock incorporated company, is a contract; and the interest thereby acquired is a sufficient consideration to enable the company to support an action against the subscriber for a recovery of the amount subscribed.1 A person subscribing before the organization of a proposed incorporated jointstock company, raises a mutuality in his contract which will render him liable to the company after incorporation.2

But to render a subscription for stock a contract, a due consideration must appear; for voluntary agreements and promises, however reasonable the expectation from them of gifts and disbursements to public uses, are not to be enforced as contracts.3

Where a charter has been obtained by means of fictitious subscriptions for part of the stock, and a fraud has been committed on a bona fide subscriber, by which he has either sustained, or might sustain, injury, no action can be maintained against him by the corporation for the amount of his subscription; unless such subscriber has accepted the charter, and by his own acts has assisted in putting it in operation; in that case, he cannot avail himself of the fact that part of the stock was fictitious. And if a stock company lets off a part of its subscribers, and returns them their money, other subscribers not consenting thereto are

9. Hill v. Manchester Waterworks Co., 5 B. & Ad. 874; Clarke v. Imperial Gas Light Co., 4 id. 324.

1. Clark Corp. 260; Birmingham R. Co. v. White, 1 Q. B. 541; Baltimore T. Co. v. Barnes, 6 Harris & J. 57; Small v. Herkimer Man. Co., 2 Comst.

330; Mann v. Pentz, 2 Sandf. Ch. 258.

2. Kidwelly Canal Co. v. Raby, 2 Price, 93.

3. See Clark Corp. 260.

4. Centre T. Co. v. M'Conaby, 16

S. & R. 140.