against exactions by taxation for other than strictly governmental purposes.

"This view excludes from the comprehension of this constitutional clause such bills as appropriate money to or from the treasury, raised from the people in consideration of other benefits and services than protection of their lives, liberty, and property."

The Act of 1911, in controversy, does not provide for any levy or taxation for paying any public officers, or for aiding in or securing protection of life, liberty and property.

The levy and collection of taxes for the maintenance of a school system is not taxation for "defraying the expenses of the government" as that expression is used in the opinion in Geer v. Board, supra, or "for the service of the government," as the same idea is expressed in U. S. v. Mayo, supra. The making of a tax levy for school purposes is not "levying of taxes in the strict sense of the words," as these words are used in the case of Assurance Co. v. Clayton, supra, and other cases:

The meaning of the term "government" is so commonly understood that to define the same does not appear to be necessary, yet the term, as used in the cases cited, may be defined as "the exercise of authority in the administration of the affairs of a state, community, or society; the authoritative direction and restraint exercised over the actions of men in communities, societies, or states." Peo. v. Pierce, 81 Miss. 83, 41 N. Y. S. 858; 4 Words & Phrases, 3138.

If it were conceded that reasons could be adduced for holding the act of 1911, a revenue measure within the meaning of section 31 of article V of the state Constitution, yet since it is possible, right, and proper to uphold the act under the authorities cited, the latter is clearly the duty of this court.

"It is an elementary principle that where the validity of a statute is assailed and there are two possible interpretations, by one of which the statute would be uncon

stitutional and by the other it would be valid, the court should adopt the construction which would uphold it." 6 Ruling Case Law 78, sec. 77.

We are required to uphold legislation, unless its constitutionality appears beyond all reasonable doubt. Farmers' Independent Ditch Co. v. Agr. Ditch Co., 22 Colo. 513, 528, 45 Pac. 444, 55 Am. St. Rep. 149; Denver City v. Knowles, 17 Colo. 204, 211, 30 Pac. 1041, 17 L. R. A. 135. An act is to be overthrown only when it is clear and unquestioned that it violates the fundamental law. People v. Rucker, 5 Colo. 455, 458; People v. Goddard, 8 Colo. 432, 437, 7 Pac. 301; Munn v. People of the State of Illinois, 94 U. S. 113, 24 L. Ed. 77. These cases are quoted from, with approval, in Consumers' League v. C. & S. Ry. Co., 53 Colo. 54, 58, 125 Pac. 577, Ann. Cas. 1914A, 1158. This court in People v. Commissioners, 12 Colo. 89, 93, 19 Pac. 892, having for determination the constitutionality of the Act of 1887, of which the Act of 1911 in controversy is amendatory, used the following language:

"The doctrine is elementary that no act of the general assembly should be declared unconstitutional unless it is clearly and palpably so. *

*

"In a matter so important as the maintenance of public schools, the courts should incline to uphold, rather than to defeat, the action of the officers charged with the execution of the laws.”

Upon the grounds hereinbefore stated, we hold that the Act of 1911 in controversy, the same being chapter 206 of the Session Laws of 1911, is not an act "for raising revenue," within the meaning of section 31 of article V of the state Constitution, and is therefore constitutional and valid.

The complaint was based upon the statute of 1887, or section 5895, R. S. 1908, as it stood prior to the Act of 1911 amending the same, and was framed upon the theory that the Act of 1911 was unconstitutional and void as being a revenue measure which originated in the senate. The statute of 1911 being constitutional and valid, the demurrer

to the complaint was properly sustained. The judgment is affirmed.

White, C. J., and Bailey, J., concur.

Affirmed.

No. 8529.

GREIGER v. SALZER ET AL.

1. INSURANCE COMPANY-Liability of Commissioners for Incorporation. Section 3117 of the Revised Statutes rules the organization of insurance companies, wherever in conflict with other provisions relating to the incorporation of stock companies. The defendants were named as directors in the articles of association of a proposed insurance company, and were appointed by the Commissioner of Insurance to procure subscriptions to the stock of such company. The amount necessary, under Rev. Stat. 3112, to enable the corporation to proceed to business was never raised, and the project was abandoned. Defendants were held individually liable to every subscriber to the stock, for the money which he had paid in, even though some of them had resigned as directors, and never, as individuals, received any of the money.

The defendants having presented to the Commissioner of Insurance the copy of the articles of the association of the proposed corporation, wherein they were named as directors, held they were not to be heard to deny knowledge of their appointment as commissioners, or the duties incumbent upon them. The literature circulated, with their knowledge, to obtain subscriptions to the stock, held to fully establish their knowledge. That the proposed corporation, itself, undertook the securing of the subscriptions to the stock, collected the subscriptions, and used the funds to defray expenses, was held no defense, all this being done with the consent of the commissioners. The corporation, it was held, was in law, merely the agent of the commissioners, and they were individually chargeable with all its acts.

2. PARTIES-Defendants. Action by subscriber to stock of an abandoned and defunct insurance company, against the commissioners appointed under Rev. Stat., Sec. 3117. Held the corporation was not a necessary party.

Error to Denver District Court, Hon. John H. Denison, Judge.

Messrs. BARNETT & CAMPBELL and Mr. JOHN E. FETZER, for plaintiff in error.

Messrs. DOUD & FOWLER, Messrs. HAYT, DAWSON & WRIGHT, Mr. S. E. MARSHALL, and Mr. ISHAM R. HOWZE, for defendants in error.

Mr. Justice Bailey delivered the opinion of the court.

THIS action is to recover money paid for shares in a projected life insurance company, undertaken to be organized under the laws of the state, but never in fact perfected. Defendants below, defendants in error here, with others, filed with the Secretary of State articles of incorporation for The United States Postal Insurance Company, with a capital stock of $1,000,000.00, divided into 10,000 shares of $100.00 each. In conformity with sec. 3117, R. S. 1908, there was presented to the State Insurance Commissioner, at the same time, a certified copy of such articles, for his approval. These were duly certified by the Attorney General as conforming to law, and returned by him to the Insurance Commissioner, who thereupon approved the same, and, under the statute, named the defendants to take subscriptions to the stock of the company, they having been designated in the articles as its board of directors for the first year. Books were opened for subscriptions, and, under the direction and control of the defendants, meetings were held, at which company by-laws and an official seal were adopted, and other preliminary steps taken. Stock was sold, some of which was paid for in full, other subscriptions were partly paid, and there were still other sales upon which nothing was ever paid. It appears that nearly $76,000.00 was collected from such sales, about $66,000.00 of which was spent in salaries, general, incidental and promotion expenses. Having failed to secure subscriptions and collections for the amount necessary to perfect the organization, the proposition collapsed,

and the question now is whether the defendants are liable for a return of the money so subscribed and paid in.

Plaintiff below, plaintiff in error here, bases his right to recover upon the statute of the state governing the incorporation of insurance companies, and upon general principles. At the close of his testimony, on motion, an order of nonsuit was entered, and the cause is here for review on

error.

Sec. 2117, supra, upon which the plaintiff chiefly relies, reads as follows:

they" (the incorporators) "shall file a copy of the articles of incorporation with the commissioner of insurance, who shall submit the same to the Attorney General for examination; and if found by him to be in accordance with the provisions of this act, and not inconsistent with the constitution of this state, he shall certify and deliver back the same to the commissioner, who shall commission the persons named in the certificate of incorporation, or a majority of them, to open books for the subscription of stock in the company, at such time and place as they shall deem it convenient and proper, and shall keep the same open until the full amount specified in the certificate of incorporation is subscribed.

"Whenever such capital stock has been subscribed, and not less than the amount required by this Act shall have been fully paid in, and deposited with the commissioner of insurance, as required by this act, they shall notify the commissioner, who shall cause an examination to be made, either by himself or some disinterested person, especially appointed by him for this purpose, who shall certify under oath that the provisions of this Act have been complied with by said company, so far as applicable thereto. Such certificate shall be filed in the office of said commissioner, who shall thereupon deliver to such company a certified copy thereof which shall be recorded in the office of the recorder of deeds of the county wherein the company is to be located, before the authority to commence business is granted."