The provision of the statute here under consideration, requiring notice of the first meeting to be given to the subscribers to the capital stock of a corporation being organized, by mailing to them notices stating the object, time and place of such meeting at least ten days before the time fixed for such meeting, is evidently intended only as a direction "given with a view merely to the proper, orderly and prompt conduct" of the commissioners in calling such meeting, and a failure to obey that provision will not prejudice the rights of any persons interested therein if the same result is reached in some other mode. The only persons interested in the result to be attained by giving notice of the object, time and place of a meeting of the subscribers to the capital stock of a corporation for the purposes specified in the statute are the subscribers themselves. We perceive no reason why such persons, where all agree thereto, may not waive the giving of the statutory notice, if the meeting is actually held, as the purpose of the statute in requiring the notices to be given has in such case been accomplished.

The mere fact that the word "shall" is used in the statute in providing for the notice does not render the provision mandatory. Canal Commissioners v. Sanitary District, 184 Ill. 597.

In the case of Newcomb v. Reed, 12 Allen, (Mass.) 362, in discussing the effect upon the legality of a corporation where the call for the first meeting was signed by only one of the persons named in the act of incorporation instead of by a majority of such persons, as required by the statute of Massachusetts, the court said: "The organization was not strictly regular, but can hardly be considered even as defective. And if the object of the statute is regarded, by which it is required that the first meeting shall be called by a majority of the persons named in the act of incorporation, it will be evident that it is directory, merely, and only designed to secure the rights conferred by the charter to those to whom it was granted, among themselves, by providing an orderly method of organization. Thus, if all the persons interested should come together without any notice or call whatever, and proceed to accept the charter and do the other acts necessary to constitute the corporation, we cannot doubt that their action would be valid, and that neither the public, nor any persons not belonging to the association, would have any interest to question their proceedings. The purpose of the statute was probably to avoid such difficulties as were disclosed in the case of Lechmere Bank v. Boynton, 11 Cush. 369, where two parties had attempted to organize separately under the same charter, each claiming to be the corporation."

Cases have also arisen in this state in which the effect of a failure to give notice of corporate meetings in the manner provided by statute have been considered and it has been uniformly held that it is immaterial whether or not such notice has been given in the manner pointed out by the statute, if the persons entitled to such notice actually attend the meeting and participate in the business there

transacted. Thomas v. Citizens' Horse Railway Co. 104 Ill. 462; Gade v. Forest Glen Brick Co. 165 Id. 367.

This case is distinguishable from Loverin v. McLaughlin, supra, which is relied upon by appellant, in that notice of the first meeting of subscribers is not intended for the benefit of the public, as no publicity of such meeting is required, but is merely for the benefit of the subscribers, while in the Loverin case the provision which was not complied with was that requiring the certificate of complete organization issued by the Secretary of State to be filed and recorded in the office of the recorder of deeds of the county in which the principal office of the corporation is located, and a compliance with the statute in that regard was essential because the provision was one for the benefit of the public, and could not be waived.

It is urged that the fact that section 4 of the act in question requires a copy of the notice provided for by section 3, supra, to be included in the report made to the Secretary of State, shows that the statute contemplates compliance with the statute in regard to giving notice. We think this provision is fully satisfied by including in such report the written instrument signed by all the subscribers in which such notice is waived.

The superior court did not err in refusing the propositions of law and in entering judgment upon the stipulation of facts in favor of the defendants and against the plaintiff for costs.

The judgment of the Appellate Court will be affirmed.
Judgment affirmed.

Section 2.-Corporations of Two or More States.

QUINCY RAILROAD BRIDGE CO. v. COUNTY OF ADAMS. 1878. 88 Ill. 615.

MR. JUSTICE BREESE delivered the opinion of the court: This was an action of debt, brought to the Adams Circuit Court, by the county of Adams, plaintiff, and against the Quincy Railroad Bridge Company, defendants, to recover a tax assessed against the capital stock of the bridge company for the year 1874, for county purposes. There were two special counts and the common counts

Mokelumne &c. Mining Co. v. Woodbury (1859) 14 Cal. 424; Humphreys v. Mooney (1880) 5 Colo. 282; Newcomb v. Reed (1866) 12 Allen (Mass.) 362; Walworth v. Brackett (1867) 98 Mass. 98; Braintree Water Co. v. Braintree (1888) 146 Mass. 482, 16 N. E. 420, Accord.

The general incorporation laws required the insertion in the articles of the number and names of the directors. These were omitted. Held, the provision was imperative and not merely directory and that the plaintiff company could not recover upon a subscription to its capital stock. Reed v. Richmond St. Ry. Co. (1875) 50 Ind. 342. So, also, where the corporate name was omitted. Piper v. Rhodes (1868) 30 Ind. 309; Rhodes v. Piper (1872) 40 Ind. 369.

in the declaration, to which the defendants pleaded seven pleas: 1. Nil debet. 2. Nul tiel corporation as to the bridge company. 3. That it is a corporation created and existing under the laws of this state and of the state of Missouri, and not otherwise. 4. That defendant is a corporation created for the purpose of constructing and maintaining a railroad bridge over and across the Mississippi river, under the laws of Illinois and Missouri, the said river forming a boundary between these states, and that the corporate powers and existence of the defendant company are under and by virtue of the laws of this state only in part. 5. That no proper demand was ever made for the supposed taxes prior to the commencement of this suit. 7. That the collection of this tax was heretofore enjoined by an order of the Circuit Court of the United States for the Northern District of Illinois in a suit therein, in which one Nathaniel Thayer was plaintiff, and Edwin Cleveland, then the collector of Adams county, and this bridge company, were defendants, which order is still in force. The court sustained a general demurrer to these special pleas. Leave was given to amend the seventh plea, which was done by setting out more fully the injunction allowed by the circuit court of the United States, and to this amended plea a general demurrer was sustained by the court. The cause then proceeded to trial, which resulted in a judgment in favor of the county for the amount of taxes claimed. To reverse this judgment the bridge company appeal, and make the point that appellants are not a company or association incorporated under the laws of this state in the sense or spirit of the law authorizing the taxation of capital stock.

The demurrer to the special pleas clearly presents this question, and it has been argued elaborately and ably by counsel: Are appellants a corporation so created under the laws of this state as to bring it under the operation of the fourth clause of section one of the Revenue act of 1872?

The first section provides that the property named in this section shall be assessed and taxed, except so much as in this act may be exempted: First, all real and personal property in this state. Second, all money, credits, bonds or stocks, etc. Third, the shares of capital stock of banks and banking companies doing business in this state. Fourth, the capital stock of companies and associations incorporated under the laws of this state. Rev. Stat. 1874, p. 857. Appellants give the history of the creation of their company, by which it will be seen that by an act of the General Assembly of this state, approved February 10, 1853, and renewed by act of Feb

In People v. Montecito Water Co. (1893) 97 Cal. 276, where the acknowledgment of their signatures to the articles by the corporators was held a condition precedent to de jure incorporation, the court said: "As this is an express condition precedent to a valid incorporation, it is not of consequence to the court whether it be a wise or necessary requirement or not." See also People v. Selfridge (1877) 52 Cal. 331.-Eds.

ruary 15, 1865, the Railroad Bridge Company was incorporated. By an act of the legislature of the state of Missouri, date not given, the "Quincy Bridge Company" was incorporated, the object and purpose of both these incorporations being to construct and operate a railroad bridge across the Mississippi river at Quincy, in this state, such object not being attainable by either company separately or by virtue of the authority thus granted by either state, the river being a common boundary, and the territorial line of neither state extending beyond the main channel of the river. Appellants say, in order to render either of these charters available, it became necessary to consolidate the two companies, and to secure for the company thus consolidated the consent and approval of each of said states, and the permission of the government of the United States to throw a bridge across one of its navigable rivers.

On November 20, 1866, articles of agreement were entered into by these two companies thus incorporated, one by this state, the other by the state of Missouri, to consolidate, and such articles, duly filed and recorded in the office of the Secretary of State of this state, effected the consolidation of these two companies, and such consolidation was approved and legalized by the General Assembly of this state by an act, approved February 6, 1867, entitled “An act to legalize the Quincy Railroad Bridge Company, and to facilitate and encourage the construction of a railroad bridge over the Mississippi river at Quincy." The first section of this act recognizes the consolidation of these two independent companies and their origin, and refers to the articles of consolidation on file in the office of the Secretary of State of this state, and the name and style of the Quincy Railroad Bridge Company was bestowed upon it, and there was conferred upon it all the rights, powers, privileges and immunities which were granted to the railroad bridge company by the act incorporating the same in 1853, and renewed in 1865.

The consolidation of these companies is expressly recognized, and by the second section the company, as now existing, is fully recognized after the consolidation as a corporation. What is wanting to make appellants a corporation created by the laws of this state, we are unable to see.

But it is said by appellants, this corporation, although it derived some of its powers and in part its corporate existence from this state, derived an equal part from the sovereign state of Missouri, and therefore they are not a corporation created under the laws of either state. To this it is answered, and we think satisfactorily, that the legislatures of this state and of Missouri cannot act jointly, nor can any legislation of the last named state have the least effect in creating a corporation in this state. Hence, the corporate existence of appellants, considered as a corporation of this state, must spring from the legislation of this state, which, by its own vigor, performs the act. The states of Illinois and Missouri have no power to unite in passing any legislative act. It is impossible, in the very

nature of their organizations, that they can do so. They cannot so fuse themselves into a single sovereignty, and as such create a body politic which shall be a corporation of the two states, without being a corporation of each state or of either state. As argued by appellee, the only possible status of a company acting under charters from two states is, that it is an association incorporated in and by each of the states, and when acting as a corporation in either of the states it acts under the authority of the charter of the state in which it is then acting, and that only, the legislation of the other state having no operation beyond its territorial limits. We do not, and cannot, understand that appellants derive any of their corporate powers from the legislature of the state of Missouri, but wholly and entirely derived from the General Assembly of this state. Consequently they are embraced in the first section of the revenue act, above cited.

It is argued by appellants, that the framers of the Revenue act of 1872 did not intend to include them in the general designation of "companies or organizations incorporated under the laws of this state," and this is apparent from the fact, that within a year after that law went into effect the legislature provided, in explicit terms, for the taxation of the property of the class of corporations to which their company belongs.

The reference is to the act of May 1, 1873, entitled "An act to provide for the assessment and taxation of bridges across navigable waters on the borders of this state."

We do not perceive this act has any relation to the question raised on this record. The act applies solely to bridge structures, and capital stock is not mentioned in it. The sole object, as appears from its various clauses, especially the emergency clause, was to declare such structures real estate, they, before that time, having been regarded as personal property. This is seen by § 15 of the "act for the assessment of property and for the levy and collection of taxes," in force July 1, 1872. That section provides that the track, road or bridge shall be held to be personal property, and listed and assessed as such in the town, district, village or city where the same is located or laid. Sess. Laws, 1872, p. 5.

The emergency clause in the act of 1873 conclusively determines the purposes for which the act was passed. That clause is as follows: "Whereas, by existing law, such bridge structure can not be sold for delinquent taxes, so as to convey a good title thereto, therefore an emergency," etc. Nothing appears in any of the provisions of this act expressly or impliedly exempting the companies owning such structures from the payment of taxes upon their capital stock.

It is further argued by appellants that the legislature intended to limit the tax of capital stock to companies exercising corporate powers wholly and solely under the laws of this state. Appellants say this is evident from the fact that the capital stock of companies ex