described, we do not consider it necessary to enter into a discussion of the eligibility of women to office at the common law or in other states of the Union.

We regard the question at bar as one depending on the force and intent of the law of this state, organic and statutory. We led that, under that law, there is no express or implied barrier to the election of a woman to such an office as that in question in this case, and that her fellow citizens may call her to discharge its duties if they see fit.

Mrs. Wheeler is qualified to hold the office, and Mr. Hostetter is not entitled to retain it on the facts disclosed. Hence the demurrer will be overruled, and judgment of ouster will be entered against defendant unless he plead further within ten days.

Macfarlane, Robinson, and Brace, JJ., concur.

ELECTIONS--POLITICAL RIGHTS OF WOMEN.-The elective franchise is not a natural right, but rests upon the authority of laws defining the qualifications of those who may exercise it. So, although a federal constitution makes women born or naturalized within the United States citizens and capable of becoming voters, yet that provision does not execute itself, but requires legislative action to authorize them to vote; and where the legislature have only enacted that male citizens may vote, women have no right to vote: Spencer v. Board of Registration, 1 McAr. 169; 29 Am. Rep. 582, and monographic note. Eligibility to office belongs to all persons not excluded by the constitution, and arbitrary exclusions from office cannot be established by the legislature: Barker v. People, 3 Cow. 686; 15 Am. Dec. 322. And under a statute providing that no person shall be precluded or debarred from any occupation, profession, or employment on account of sex, a woman may be master in chancery: Schuchardt v. People, 99 Ill. 501; 39 Am. Rep. 34, and extended note. See, also, Wilson v. Newton. 87 Mich. 493; 24 Am. St. Rep. 173; Brown v. McCollum, 76 Iowa, 479; 14 Am. St. Rep. 228. STATUTES CONSTRUCTION OF.-A statute should be so construed as to make it consistent in all its parts, and so that proper effect may be given to every section, clause, or part of it: Ambler v. Whipple, 139 Ill. 311: 32 Am. St. Rep. 202. See note to Funk v. St. Paul City Ry. Co., 52 Am. St. Rep. 613. A statute is to be taken as forming part of one great system, and is to be construed with reference to co-ordinate rules and statutes: Wilson v. Donaldson, 117 Ind. 356: 10 Am. St. Rep. 48, and extended note.

CONSTITUTIONS - CONSTRUCTION OF.- Constitutions like statutes are properly to be expounded in the light of conditions existing at the time of their adoption: Fox v. McDonald, 101 Ala, 51; 46 Am. St. Rep. 98, and note; State v. Camp Sing, 18 Mont. 128; 56 Am. St. Rep. 551, and note.

CASES

IN THE

SUPREME COURT

OF

NEBRASKA

NEBRASKA NATIONAL BANK OF YORK v. FERGUSON,

[49 NEBRASKA, 109.]

CORPORATIONS-OBLIGATIONS

OF.-Promissory notes signed “York Butter and Cheese Company, by F. A. Bidwell, president, J. D. White, secretary," are obligations of the corporation, and not of individual members thereof.

CORPORATIONS-ESTOPPEL TO DENY EXISTENCE OFPARTNERSHIP OR INDIVIDUAL LIABILITY.—If a party deals with a company as a corporation, though it is imperfectly organized, sues upon notes made by it, and recovers judgment thereon, he is afterward precluded, in an action upon the same indebtedness, from assailing the existence of the corporation, and insisting upon a partnership or individual liability of its members.

Sedgwick & Power, for the appellant.

Gilbert Brothers and N. V. Harlan, for the appellees.

110 NORVAL, J. This action was instituted in the county court by the Nebraska National Bank of York against Nelson M. Ferguson and others to recover from defendants, as stockholder of the York Butter & Cheese Company, the amount of two prom. issory notes executed by said company. A general demurrer filed by the defendants to 111 plaintiff's bill of particulars was sustained and the action dismissed by the county court. The bank there upon prosecuted proceedings in error to the district court, where the judgment of the county court was affirmed. The plaintiff has brought the case to this court for review.

The bill of particulars avers, in substance, that on or about the twenty-fifth day of May, 1889, the defendants pretended to form a corporation under the name of York Butter & Cheese Company, and executed pretended articles of incorporation, elected officers, issued stocks in said corporation, and the defendants subscribed for said stock; that said pretended articles of incorpo

ration provided, among other things, that "the business of this corporation shall be the manufacture of butter and cheese, and the purchase of milk and cream and such other property as may be necessary in connection with said business, and the corporation may purchase and hold, and convey and encumber, such real estate as may be necessary for the carrying on of such business, or as may be offered it in payment, or as security for claims owned by the corporation, and may purchase, raise, and deal in such livestock and other property as may be thought best by the board of directors in connection with the said business. The indebtedness of this corporation shall never exceed one-half of its paid-up capital." It is further alleged that the defendants did not file said articles of incorporation, or a copy thereof, with the secretary of state, and did not file with the secretary of state any certificate executed by the defendants, or any one of them, so that said defendants became individually liable for the indebtedness of such pretended corporation; that the paid-up capital did not at any time amount to more than five thousand five hundred dollars, yet the defendants from time to time held meetings and voted to incur indebtedness exceeding one-half of the paid-up capital; that on or about the twenty-second day of February, 1890, and on the tenth day of March, 1890, in the name of the said butter and cheese company, 112 they borrowed money from the plaintiff and gave its promissory notes therefor, one for the sum of five hundred and thirteen dollars and fifty cents and the other for eight hundred and fifty dollars; that the indebtedness of the company at and prior to the borrowing of the money exceeded. one-half of the paid-up capital of the company; that said notes were executed in the name of the "York Butter & Cheese Company, by F. A. Bidwell, president, J. D. White, secretary"; that plaintiff, on November 3, 1890, recovered judgment on said notes against said butter and cheese company for the sum of seven hundred and seventy-eight dollars and fifty-eight cents, no part of which has been paid, except two hundred and eighty-one dollars and eighteen cents. It is also alleged that the corporation at the time of the borrowing of the money was, and now is, insolvent; that no notice of the existing debts of the corporation has ever been published in a newspaper, as required by law, and that by reason thereof "said defendants are personally liable for the debts contracted by the said corporation."

It will be observed that the notes mentioned in the pleadings were signed "York Butter & Cheese Company, by F. A. Bidwell, president, J. D. White, secretary," and not with the individual names of the defendants, who were stockholders of the corpora

tion. The instruments, as we gather from the averments of the bill of particulars, purport to be executed by, and to be the obligations of, the corporation. It does not appear that defendants are anywhere named as parties to them, either directly or impliedly. The corporation alone is designated as the party to be bound, and as it is not alleged or disclosed that the instruments are ambiguous, extrinsic evidence could not be resorted to to show that their effect and purport are different from that which the language employed plainly and unequivocally denotes; hence, the notes must be construed to be the obligations of the corporation. It is true it is averred that the defendants borrowed the money for which the notes were given, but it is manifest from the entire pleading the loans obtained were corporate transactions, and corporate debts were incurred. Credit was extended the corporation, and 113 plaintiff must have so regarded it, else it would not have accepted the notes of the corporation and brought suits and recovered judgments against it thereon. But it is said that the corporation was not liable for the money borrowed, because stockholders, as such, are powerless to transact corporate business, and that a corporation must contract through its directors, and not its stockholders. It is not averred that the board of directors of the York Butter & Cheese Company did not authorize the borrowing of the money. Moreover, the company recognized and ratified the transaction as valid and binding, by permitting judgments to go against it, as fully as if the notes upon which they were entered had been executed by its directors.

It is argued that the defendants were associated together for the purpose of engaging in the business of manufacturing; that the filing with the secretary of state of the articles of incorporation, or certificate of incorporation of a manufacturing company, is a condition precedent to the existence of any corporate franchise, and that since they were not so filed the defendants are liable as general partners. On the other hand, the defendants insist that the company was not exclusively a manufacturing corporation, and, therefore, under the general corporation law, it was not necessary that the articles should be filed with the secretary of state, but the filing thereof with the county clerk was sufficient. It is unnecessary to consider or decide the question argued. Assuming for the purpose of this case, without deciding the point, that such filing with the secretary of state was indispensable to the formation of a de jure corporation, nevertheless it is now too late for plaintiff to insist upon a partnership or individual liability of the defendants. It is precluded from doing so by bringing actions upon the notes and recovering judgments against the

York Butter & Cheese Company. 1 Cook on Stock and Stockholders, second edition, section 243, reads as follows: "In all cases, however, in which the members of an association might have 114 been held liable as partners, the right of the creditora to enforce that liability is barred by his bringing suit and obtaining judgments against the supposed corporation." In Cresswell v. Oberly, 17 Ill. App. 281, it is said: "But while the evidence fails to show a corporation fully organized at the time the indebtedness in question accrued, we think the plaintiffs are precluded from alleging that its organization was not then complete. They have elected to treat said indebtedness as an indebtedness of the corporation, and to sue the corporation and obtain judgment against it therefor. So far as they are concerned, all question on that subject should be deemed to have been foreclosed. The judgment having the effect of an admission by the plaintiffs, in the most solemn form, that the claim for which it was recovered was the debt of a corporate body, and therefore a debt in respect to which the members of the association were exempted from liability as partners, it should be held to operate against the plaintiffs as an estoppel." To the same effect is Pochelu v. Kemper, 14 La. Ann. 307; Lombard v. Chicago Sinai Congregation, 64 Ill. 477.

In addition to the recovery of judgments against the York Butter & Cheese Company upon the indebtedness made the foundation of this suit, plaintiff actually dealt with said company as a corporation, and therefore its corporate existence cannot be assailed by plaintiff in this action. As the liability of the defendants by reason of the company creating an indebtedness exceeding the statutory limit, and failing to give the annual notice of its indebtedness, is not argued in the brief of plaintiff, it will not be considered.

The judgment is affirmed.

CORPORATIONS.-A PROMISSORY NOTE in the ordinary form, reading "we promise to pay," and signed "Belle Plaine Canning Co., A. J. Hartman, President, H. Wessel, Secretary," in the absence of a clause showing the capacity in which the parties signed, binds all the persons signing, including the corporation, and extrinsic evidence is inadmissible to show the intention of the parties who signed the note: McCandless v. Belle Plaine etc. Co., 78 Iowa, 161; 16 Am. St. Rep. 429. A note in the name of a corporation executed by the president thereof, for material used in the corporate business, binds the corporation: Mott v. Hicks, 1 Cow. 513; 13 Am. Dec. 550.

CORPORATIONS-ESTOPPEL TO DENY EXISTENCE OF.One must contract or deal with a company as a corporation before he can be estopped from denying its corporate existence: Duke v. Taylor, 37 Fla. 64; 53 Am. St. Rep. 232; but, after so contracting or deal