of the certificate as they would have been if embodied in the printed portion thereof. Fish, Receiver, vs. Smith, 73 Conn. 377.

Sec. 16. Stockholders' liability. Every stockholder, whether an original subscriber or not, shall be liable for any balance due on the stock held by him. If a corporation is placed in the hands of a receiver or a trustee in insolvency or bankruptcy, such receiver or trustee shall have the powers of the board of directors in calling in instalments on stock. If a creditor of a corporation shall obtain a judgment against it, and execution thereon shall be returned unsatisfied, such creditor may recover from any stockholder in such corporation the balance remaining due and unpaid on any stock held by him, so far as may be necessary to satisfy the debt. No subscriber for or holder of stock shall be liable as such for any payment of such stock, or for any debt of the corporation, after the par value of his stock has been paid.

NOTES.

Every stockholder is presumed to know the provisions of the charter, the statute laws of the state, and the general principles of law governing corporations. The charter is the contract of membership. Each stockholder when he becomes a member, either as an original subscriber to the stock or as a purchaser, is bound by the provisions of the charter and the general law governing corporations. Crandall vs. Lincoln, 52 Conn. 73, 100.

If a corporation becomes insolvent before the stock is paid up, a creditor can compel the payment of the unpaid instalments although the directors refuse to make the call. Ward et als. vs. Griswoldville Mfg. Co., 16 Conn. 593.

A corporation cannot, under a private arrangement with a subscriber to its stock, receive a subscription for less than its par value, and such an agreement is invalid. Mann vs. Cooke, 20 Conn. 178.

One who subscribes for stock as trustee for the corporation is personally liable. Johnston, Trustee, vs. Allis, 71 Conn. 207.

The fact that an increase of stockholders' liability, pursuant to General Statutes § 3911, would attend entering upon the business of generating and selling electricity, would not make a charter amendment whereby a corporation was authorized to utilize certain water power by a method which involved its conversion into electricity and transmission to the point of use by means of an electrical generation and transmission plant, a fundamental change. Perkins et als. vs. Coffin et als., 84 Conn. 276.

Present limitations upon the liability of stockholders and tax exemptions do not possess the character of contractual rights of such a nature that the state may not, in the exercise of its reserved power, change them for the protection of the rights of the public or of creditors. (Ibid.)

A receiver of an insolvent corporation can issue calls on stock or sell the right to collect unpaid subscriptions. Fish, Receiver, vs. Smith, 73 Conn. 377.

One who buys originally issued shares of stock from the corporation itself occupies substantially the position of an original subscriber. New Haven Trust Co. vs. Gaffney, 73 Conn. 480.

A corporation has power to compromise a bona fide dispute as to the amount that is due from a stockholder upon his stock, and such compromise agreement when executed is a valid defense not only against the corporation but its creditors as well. New

Haven Trust Co., Receiver, vs. Nelson, 73 Conn. 477. Special liability of stockholders in telegraph, telephone, electric light or power companies is provided for by 3911 of the General Statutes of 1902, as follows:

§ 3911. Stockholders liable for debts. The stockholders of every telegraph, telephone, or electric light or power company, organized under the laws of this state, shall be jointly and severally liable to any creditor of such company for the payment of any debt due to him contracted or due during the time of their holding stock therein, to the extent of twenty-five per cent. of the amount of stock held by them respectively; provided, that such creditor shall first obtain a judgment against the company, and an execution thereon shall be returned unsatisfied, and suit shall be brought against such stockholder or stockholders, while they respectively continue to hold any of such stock, or within two years after they cease to hold it.

If a corporation refuses to collect unpaid subscriptions to its capital stock, a creditor may sue the subscribers and the corporation for the purpose of enforcing payment; and if the corporation has been dissolved those who then represent it under the law of the state which created it, may, under similar circumstances, be made defendants in its stead. Lewisohn et al. vs. Stoddard et als., 78 Conn. 575, 592.

The debtor of an insolvent bank cannot set off as against the receiver the bills of the bank which he held at the time the note upon which he is sued fell due. The Eastern Bank vs. Capron, 22 Conn. 639.

An amendment to the charter of the New Haven & Derby Railroad authorizing the City of New Haven to subscribe for its stock did not impair the rights of the defendants as stockholders or relieve them from liability on their subscriptions. New Haven & Derby R. R. Co. vs. Chapman, 38 Conn. 56.

The promoter of a corporation is estopped to set up irregularities in its organization as a defense to an

action by a trustee in insolvency to recover unpaid instalments. Canfield, Trustee, vs. Gregory, 66 Conn. 9.

It is doubtful if an original subscriber to the stock of a corporation can avoid his obligation by showing that it was procured by fraud in its organization, but a purchaser of transferable shares may set up the fraud as a defense to his note, even after the insolvency of the corporation, and against the receiver. Litchfield Bank vs. Peck, 29 Conn. 384; Litchfield Bank vs. Church, 29 Conn. 137.

A parol condition annexed to a subscription for stock cannot be shown. Fairfield County Turnpike Co. vs. Thorp, 13 Conn. 173.

A court of equity may cancel subscriptions obtained by fraud and allow stockholders to recover the amount paid thereon. Goodman vs. White et al., 26 Conn. 317.

An agreement by the officers of a corporation approved by a vote of the directors releasing a stockholder from liability to pay his subscription in full, and accepting a smaller amount in settlement will be set aside as a fraud on the creditors, if the corporation afterwards becomes insolvent. Northrop, Trustee, vs. Bushnell, 38 Conn. 498.

Until the transfer of stock is actually made, the legal title, and the legal rights and liabilities of the stockholder of record, remain unchanged. A receiver may, therefore, recover an unpaid assessment from a stockholder of record although such stockholder had contracted with a third person to take the shares, and the third person wrongfully refused to accept them and declined to allow the same to be transferred to him. Russell, Receiver, vs. Easterbrook, 71 Conn. 50.

One who retains shares of stock irregularly issued and for years receives dividends thereon, with knowledge, actual or constructive, of the circumstances under which the stock is issued, is estopped from setting up such irregularities in an action by the receiver of the insolvent corporation to recover the

balance due on his stock subscription. Barrows vs. The Natchaug Silk Co., 72 Conn. 658.

A stockholder, whose subscription is obtained by fraudulent representations of which he has knowledge or the means of knowledge, must act promptly in rescinding his contract, or he will be bound thereby. (Ibid.)

The statute of limitations begins to run against an action against a stockholder in an insolvent corporation in the hands of a receiver to recover unpaid assessments on his stock, when the court orders the assessment to be made. Glenn vs. Marbury, 145 U. S. 499.

Unpaid instalments of increased capital stock are subject to call to pay creditors whose debts accrued subsequent to the authorization of the increase, but not to pay creditors whose debts were contracted prior to such authorization. Handley vs. Stutz, 139 U. S. 417.

Liability of stockholders under laws of other states. Several cases have arisen in this state where it was sought to enforce the liability of a stockholder for assessments on unpaid stock subscriptions under the laws of the states which created the corporation, and such liability has been uniformly enforced by our courts. Fish, Receiver, vs. Smith, 73 Conn. 377; Lewisohn et al. vs. Stoddard et als., 78 Conn. 575; Converse, Receiver, vs. Etna Nat. Bank, 79 Conn. 163.

The stockholder's liability to pay his share of the debts of the corporation, in the event of its insolvency, depends upon and must be determined by the laws of the state creating the corporation which were in force when he became a stockholder. The mode of enforcing this liability may be varied within reasonable limits by subsequent legislation, but the amount of such liability cannot thereafter be materially increased without the stockholder's assent. Converse, Receiver, vs. Etna Nat. Bank, 79 Conn. 163.

Applying this rule the Supreme Court of this state