And where a mining company, after a change in its corporate name by the legislature, still continued its mining operations and retained the same officers, the rights of third parties were held not to be affected by the change, and the corporation, under its new name, would be responsible for all the debts that it had previously contracted.1 A corporation must also have some place for carrying on the business for which it is chartered,2 and since it can have no legal existence beyond the boundaries of the State or government by which it was created, it must limit its business operations to the place of its creation. The corporators cannot act legally at a meeting held beyond the limits of the State granting the charter, but a corporation, acting legally at the place of its creation, can, through its directors or by agents legally authorized, have its votes transmitted elsewhere, and act or contract beyond the

lerbach, 37 Cal. 543. Nor could the rights of a stockholder to the stock be defeated by consolidation of his corporation with another, but he would become a stockholder to the extent of his holdings in the old company in the new one. People v. Mining Co., 33 Mich. 2. "The omission of the word 'Mining' in the name of the Sierra Buttes Quartz Mining Company,' in an assessment roll: Held, not a fatal discrepancy. People v. Sierra Buttes M. Co., 39 Cal. 511; M. M. D. 48. Instance of the exercise of mining franchises under a corporate name indicating other purposes, e. g., 'The Stanhope and Tyne Railway Company.' Ex parte Harrison, 3 Mont. & Ayr. 506; M. M. D. 48.

1 Dean v. La Motte Lead Co., 59 Mo. 523; Barksdale v. Finney, 14 Grattan, 338; Miners Ditch Co. v. Zellerbach, 37 Cal. 543; People v. Minory M. Co., 33 Mich. 2.

2 Camp v. Byrne, 41 Mo. 525; Harris v. McGregor, 29 Cal. 124; Boone Cor., Chap. I.

3 Wood Hydraulic H. M. Co. v. King, 45 Ga. 34. Meetings must be in accordance with charter. State v. Curtis, 9 Nev. 325.

4 The charter and by-laws control it. State v. Pettineli, 10 N :v. 141, reported as State v. Cettineli, 12 M. M. R. 513. But see Humphrey v. Mooney, 4 Mor. Min. Rep. 76, where it is held a meeting beyond the State cannot be collaterally attacked.

limits of the State that had granted the charter.1 And corporation organized in one State for the purpose of transacting business in another, will not be treated as a corporation, but as a mere partnership, in the latter State; but if the corporation is chartered in both of the States, and has property in each, it would be treated as a domestic corporation by the courts of each State, to the extent of the property held in the name of the corporation, in each State, but as a foreign corporation in respect to the property beyond that State.2

§ 304. Residence of corporation. It frequently becomes of considerable importance to determine the exact place of residence of a corporation, not only to determine the place where the corporate property would be subject to taxation, but also to ascertain the place for bringing suits. A corporation is generally regarded as a resident of the State where it is created, and this, regardless of the residence of the members of the corporation;3 and the corporation can have no legal existence beyond the boundary of

1 Bassett v. Monte Cristo Co., 4 M. M. R. 108; Wood Hydraulic H. M. Co. v. King, 45 Ga. 34. In Humphreys v. Mooney (4 M. M. R. 76), it is held that corporate minutes of meeting outside the State cannot be collaterally attacked and are valid, if in accordance with charter.

2 Maryland v. Northern Ry. Co., 18 Md. 193. The power of corporations to hold property, however, is only limited by their charter or necessary implications. Moss v. Rossu Co., 1 M. M. R. 289; Davis v. Flagstaff Co., 2 Id. 660. Powers over property are unlimited. Ordeso Co. v. N. Amer. Co., 8 M. M. R. 590. As to constitutionality of conditions on the right of foreign corporations to sue, see Utley v. Clark-Gardner Mining Co., 4 Mor. Min. Rep. 39. May sue without filing certificate. Idem. Where the prohibition is against doing business, any transaction is a violation of the statute. Mullens v. Amer. &c. Co., 88 Ala. 280; 7 So. Rep. 201; Com. v. Delaware &c. Co., 123 Pa. St. 594; 16 Atl. Rep. 584. But see, contra, Colo. Iron Works v. Sierra Grande Mining Co., 15 Colo. 499; 25 Pac. Rep. 325; Copper Co. v. Ferguson, 113 U. S. 727.

3 Bone on Cor., Sec. 33 and cases cited.

the State where it was originally created, although it may act in other States by regularly appointed agents to carry on the business under the laws of such foreign State.1 As regards the exact location of the residence of the corporation, in the State where it was created, the place of residence is usually where the principal office of the corporation is located or where its principal business is carried on; where the profits are received by the different members of the corporation, and where the chief officers are to be found. It is not essential that all of these should be found in any one location, in order to establish the residence of the corporation; nor is it premised that the residence of the corporation would be where any one exists, for there can be but one place of residence for every corporation; but these are the tests usually given for determining the location of the residence, and a great deal depends. upon the character of the corporate business, as to what would be considered the residence of the corporation. Citizenship, like that enjoyed by individuals, cannot be predicated of a corporation, for they are mere creatures of the local law, and have no right of legal recognition in other States, except such as arises from the courtesy of laws, and the judicial recognition that corporations engaged in interstate commerce are entitled to receive. But

1 If it acts in violation of the laws of such State, it acquires no legal status and cannot use the courts of such State. Chattanooga &c. Co. v. Denson (U. S. Sup. Ct. March, 1903), 23 Sup. Ct. Rep. 630; Dunaway v. Day, 163 Mo. 415; Erhardt v. Robertson Bros., 78 Mo. App. 404. The directors are required to meet within the State of the existence of the corporation, and a meeting held elsewhere is void. Beach Priv. Cor., Sec. 285; Smith v. Silver Valley Min. Co., 64 Md. 85; FrancoTiepan Land Co. v. Laigle, 59 Texas, 339. But the proceedings of such illegal meeting may be ratified at a legal meeting. Smith v. Silver Valley Min. Co., supra.

2 Ante, idem.

where a corporation is chartered by two different States, if it has property in both States, it will be considered a domestic corporation by each State, to the extent of the property found in each, and as a foreign corporation in respect to the corporate property beyond the boundaries of each State.1

§ 305. Corporate seal and by-laws. — At common law a corporation could only act by its common seal; but this rule does not apply to corporations created by statute; 2 and although a seal is generally considered one of the incidents to every corporation, a corporation may exist and transact business without a seal, and where it has power to do so, it may enter into contracts, like a private individual, either with or without a seal. If a corporation has a seal, the seal is always evidence of the assent of the corporation to the act of the agent; the corporation would not be bound by a specialty contract, unless its seal is affixed to the instrument, and when it is so affixed, it should be accompanied with the declaration that it is the seal of the corporation, together with the signatures of the president and secretary of the company.5 The

1 Boone on Cor., Sec. 33. An interesting case has recently been decided in Minnesota, in the trial of which it developed that the resi dence of the corporation was purposely located beyond the limits of an incorporated town, for the sole object of avoiding the liability of the municipal tax, although it continued to transact its business and realize its profits from the city.

2 Curry v. Bank of Mobile, 8 Part. (Ala.) 361; Durham v. Carbon Co., 15 M. M. R. 380; So. Ireland Co. v. Waddell, 3 Id. 535.

3 Wolf Creek Co. v. Schultz, 3 M. M. R. 95; South of Ireland Co. v. Waddell, 3 M. M. R. 533. But see, contra, in Mo.,Sess. Acts 1895, abolishing all but corporate seals.

4 Copper Miners of E. v. Fox, 16 Q. B. 27.

5 Miners Min. Co. v. Rocky Mt. Bk., 2 Colo. 248, 565; Goshmiller v. Willis, 33 Cal. 11.

power to make by-laws for the government of the corporation is usually conferred by the charter to the corporation, and where the authority is expressly given by the charter, the corporation cannot make by-laws for purposes other than those specified in the charter. The power to make by-laws is usually delegated to the directors of the corporation, and where the charter prescribes the manner in which the by-laws are to be made, its provisions in that regard, must be strictly followed by the directors. If the charter does not prescribe the manner to be followed in the adoption of the by-laws, they may be adopted by an action of the officers of the company, by express vote of the directors, or in any other manner not contrary to the provisions of the charter.3 A by-law made in pursuance of the charter of the corporation, binds not only the members of the company, but all other persons who are acquainted with its manner of doing business; but a by-law would not be considered legal, which was manifestly unjust and unreasonable; or one that was contrary to the laws of the State, the common law, or the constitutional law of the land.5

4

1 State v. Curtis, 3 Mor. Min. Rep. 630. But a compliance with the charter, in the absence of evidence to the contrary, is presumed. Colonial Bk. of Australasia v. Willon, L. R. 5 P. C. 417.

2 Flagg v. Lady Bryon Min. Co., 4 Nev. 406. But see State v. Curtis, 9 Nev. 325; State v. Wright, 10 Nev. 169; State v. Pettineli, 10 Nev. 141.

3 By-laws irregularly adopted may be made valid by user. Curtis, supra, where they were adopted by the stockholders only.

State v.

4 Beach on Cor., Chapter I.; Cherokee Iron. Co. v. Jones, 3 M. M. R. 626. But see Sullivan v. Trimfo G. & S. Min. Co. (29 Cal. 585), where a by-law preventing a debt of over $10,000.00 was held not to preclude an assessment in excess of this sum to pay "legal and proper expenses." Mogle v. Makeluma M. Co., 5 Cal. 258; Horts v Brown, 77 Ill. 226. The same rule applies as to mining rules and customs. Jupeter Co. v. Bodie Co, 4 M. M. R. 411; McCormack v. Varnes, 9 M. M. R. 505. Legality of by law a question for the court. Ralson v. Plowman, 5 M. M.