in the above case held unconstitutional a statute of the State of Minnesota enacted in 1899 which radically changed the statutory procedure for enforcing the double liability of stockholders imposed by its Constitution, holding that in respect to those stockholders who became such prior to the passage of the act, it was unconstitutional as an attempt to increase their obligations under contracts previously made, which if effectual, would amount to a deprivation of their property without due process of law.

This judgment was reversed on writ of error to the United States Supreme Court, on the authority of Bernheimer vs. Converse, 206 U. S. 516, in the case of Converse vs. First Nat. Bank of Suffield, 212 U. S. 567.

Liability of Officers for fraud. Representations made by the president of a corporation, as an inducement to buy its stock, that the output was six million bricks a year, that all bricks to be made the following summer had been sold, that stock would yield good income, that it had been fully paid for in cash, that there was none for sale on market, that defendant would not sell his for $150, and that no assessment would be levied on it, are to be regarded as statements of fact and not mere expressions of opinion, and consequently defendant was liable to one having bought stock relying on such representations. Shelton vs. Healy, 74 Conn. 265.

Sec. 17. Fractional shares or rights. No certificate for fractions of shares shall be issued. Whenever fractional rights result from an increase or reduction of capital stock and the stockholders fail to combine the same by purchase or sale, the directors shall, after due notice, sell such rights to the highest bidder and issue proper certificates therefor.

See Stamford Trust Co. vs. Yale & Towne Mfg. Co., 83 Conn. 51.

Acts of 1911.

Sec. 18. Stock books. At least three days before every stockholders' meeting, a complete list of the stockholders entitled to vote, arranged in alphabetical order, shall be prepared by the secretary, and such list shall be open to inspection by any stockholder at the time and place of the meeting. Any such secretary who neglects or refuses to produce such list at any meeting or refuses to permit an inspection thereof by any stockholder entitled to vote shall be ineligible for election to any office in such corporation for one year As amended by thereafter. The stock ledger, if Ch. 215, Public there be one, otherwise the transfer books of the corporation shall be prima facie evidence as to who are stockholders. The original or duplicate books of any corporation in which the transfers of stock shall be registered, and the original or duplicate books containing the names and addresses of the stockholders and the number of shares held by them, respectively, shall, at all times during the usual hours of business, be open to the examination of every stockholder at its principal office or place of business in this state, and such original or duplicate books shall be evidence in all courts of this state.

Sec. 19. Lost certificates. Every corporation may issue a new certificate of stock, or treasurer's receipt for payment on subscription for stock, in place of any certificate or receipt issued by it which is claimed to have been lost or destroyed, and the directors may, in their discretion, require the owner of a lost or destroyed certificate or receipt, or his legal representatives, to give a bond to the corporation in such sum as the directors may direct, not exceeding twice the value of the stock or receipt, to indemnify the corporation against any claim that may be made against it on account of the issue of such new certificate or receipt; and a new certificate or receipt may be issued without requiring any bond when, in the judgment of the directors, no bond is necessary. The superior court in the county wherein such corporation is located shall, for due cause shown, upon complaint of the owner of a lost or destroyed certificate or treasurer's receipt, order the delivery to him by said directors of a new certificate or receipt in lieu thereof, and may require a proper bond for the protection of the corporation and of any person who may be interested in the lost certificate or receipt.

Sec. 20. Pledge of stock. Shares of stock in any corporation organized under the laws of this state or of the United States, or treasurer's receipts for payment on subscription to the

stock of any corporation organized under the laws of this state, may be pledged by delivering the certificate of such stock or such receipt to the pledgee, with a power of attorney for its transfer; but no such pledge shall be effectual to hold such stock against any person other than the pledgor, his executor, or administrator, unless there shall be an actual transfer of the same upon the books of the corporation, or unless a copy of such power of attorney shall be filed with the corporation.

NOTES.

Where the certificate of stock and the power of attorney to transfer the same to the name of the pledgee had been delivered, but no actual transfer had been made on the books of the company, which had no notice of such pledge, the trustee in insolvency of the stockholder of record was entitled to hold the stock. Shipman, Trustee, vs. Etna Insurance Co. et als., 29 Conn. 245.

The lien of a corporation on its stock is not avoided by a pledge of the stock without actual transfer or notice. Platt vs. Birmingham Axle Co. et als., 41 Conn. 255; First Nat'l Bank vs. The Hartford Life & Annuity Insurance Company et als., 45 Conn. 22.

Sec. 21. Stock transfer; corporation lien. The stock of every corporation, except when otherwise provided in the charter of a specially chartered corporation, shall be personal property, and, with the treasurer's receipts for payments on stock subscriptions, shall be transferable only on its books in such form as the by-laws

shall prescribe. Whenever any transfer of stock shall be made for collateral security, the entry of the transfer on the books of the corporation shall state that it is made for collateral security. Every corporation shall at all times have a lien upon all of its stock owned by any person for all debts, including instalments duly called in, due to it from him, and may sell the debtor's interest in said stock, or in so much thereof as may be necessary to discharge such indebtedness and the expense of such sale, at public auction at any time after the debt secured thereby becomes due and payable, upon giving to the stockholder, his executor, or administrator, and if there be none, his heir-atlaw, a written notice, by mail, of at least twenty days and advertising such sale at least twice in a newspaper of this state having a circulation in the town where such corporation is located, not less than one week prior to the date of sale. Any surplus arising from such sale shall be paid to the stockholder.

NOTES.

A mere agreement to transfer stock, the performance of which is prevented by an intervening attachment, passes no title as against the attaching creditors, even though the stock certificate is delivered and a power of attorney to transfer it. Shipman vs. Ætna Insurance Co., 29 Conn. 245. It was held as early as 1824 that a charter providing that stock should be transferable "only on the books of the company" did