America, which the said city of Louisiana promises to pay on the second day of October, 1891, at the treasurer's office in the city of Louisiana, Mo., with interest thereon at the rate of eight per cent per annum, payable annually on the first day of January in each year, upon presentation and surrender of the annexed coupons, as they severally become due and payable. This bond is issued by the city of Louisiana, under authority of the General Assembly of the State of Missouri, entitled An act to amend and reduce into one the several acts incorporating the city of Louisiana,' approved March 25, 1870; also an ordinance of the city council of the city of Louisiana, No. 628, passed Sept. 26, 1870.

"In witness whereof, the city of Louisiana has caused its seal to be hereto affixed, and the same to be signed by the mayor, and countersigned by the clerk of the city council, at the city of Louisiana, Mo., the fourth day of November, in the year of our Lord eighteen hundred and seventy-one.

[SEAL] Countersigned,

"WM. PARKER, Mayor of City of Louisiana. "N. H. GRIFFITH,

"Clerk City Council."

The city paid without objection the first instalment of interest as it fell due, but since that time has been in default. This suit was brought on seventy-nine coupons, past due, of which the plaintiff's intestate was a purchaser for value before maturity without notice.

Upon this state of facts the Circuit Court gave judgment for the defendant, and to reverse that judgment this writ of error has been brought.

The question which lies at the foundation of this case is whether the Legislature of Missouri has, by a valid law, authorized the city of Louisiana, to subscribe to the capital stock of the Quincy, Alton & St. Louis R. R. Co., an Illinois corporation. It is conceded that if there was no such law the judgment below was right. It is also conceded that such a subscription could not be made on the vote of a majority of the taxpayers of the city, because the General Assembly is prohibited by the Constitution from granting authority for that purpose except upon the assent of two thirds of the qualified voters. Neither is it contended that the qualified voters, whose vote is to be taken under section 9 of the charter, are not the resident taxpayers specified in section 8; but the claim is that, if this unconstitutional provision is disregarded, enough can be found in the other parts of the sections to authorize the subscription.

It is an elementary principle that the same statute may be in part constitutional and in part unconstitutional, and that if the parts are wholly independent of each other, that which is constitutional may stand while that which is unconstitutional will be rejected. "But." as was said by Chief Justice Shaw, in Warren v.

Mayor and Aldermen of Charlestown, 2 Gray, Mass., 84, "if they are so mutually connected with and dependent on each other, as conditions, considerations, or compensations for each other as to warrant a belief that the Legislature intended them as a whole, and that, if all could not be carried into effect, the Legislature would not pass the residue independently, and some parts are unconstitutional, all the provisions which are thus dependent, conditional or connected must fall with them." The point to be determined in all such cases is whether the unconstitutional provisions are so connected with the general scope of the law as to make it impossible, if they are stricken out, to give effect to what appears to have been the intent of the Legislature.

It is contended that, with a proper application of these principles, sufficient authority for this subscription can be found either in secs. 8 or 9, art. 3, or sec. 14, art. 7.

As to sec. 8. This section provides, in substance, that the bonded or funded debt of the city, including $100,000 subscribed or lawfully to be subscribed to railroads terminating at or passing through the city, shall not exceed $200,000 without the assent of a majority of the resident taxpayers, but that with the assent of the taxpayers, given in the way pointed out, the debt may be increased to $250,000. It authorizes no subscription to railroad corporations, but recognizes the fact that under certain circumstances such a subscription may be lawfully made, and limits the permanent debt to be incurred for that and other purposes to $200,000, without the consent of the taxpayers, and to $250,000 with their consent. In other words, it is a charter provision against incurring a bonded debt beyond the prescribed amounts. That is the whole scope and effect of this section.

As to sec. 9. This, when taken in connection with the requirements of the Constitution, cannot be construed as being of itself a grant of authority to subscribe, because it makes a subscription dependent on a majority vote of the resident taxpayers, while the Constitution requires the assent of two thirds of the qualified voters. In the construction of a statute, every word is, if possible, to be given some effect. Nothing is to be stricken out if it can be avoided. It is not to be presumed that the Legislature intended any part to be without meaning. In the light of these maxims of interpretation, the substantial object of this section evidently was to limit to a greater extent than had been done by the Constitution the power to subscribe to the stock of railroad companies connecting with the city. Under the Constitution, a two-thirds vote of the qualified voters, taken under the authority of law, would be enough; but under the charter, the two-thirds vote of the qualified voters required by the Constitution, and a majority vote of the taxpayers, were both necessary. The charter limitation could be repealed. It was in the nature of a legislative regulation which

could be dispensed with whenever, in authorizing a particular subscription or otherwise, the Legislature should so declare. As it stands, it operates as a charter protection to the taxpayers against the imposition of burdens of this kind by the qualified voters alone, but of itself it authorizes no subscription.

Had there been no constitutional restriction put on the Legislature in matters of this kind, the language employed might have been susceptible of a different meaning; but with the Constitution as it is, the entire provision as to the majority vote of the taxpayers, to which the Legislature evidently attached special importance, must be stricken out, and that of the Constitution as to the two-thirds vote of the qualified voters inserted by implication, before it can be said that what now appears to be a limitation was, in fact, a positive grant of power. We are clearly of the opinion that this cannot be done consistently with the evident purpose of the law, and, as a consequence, that no authority for the subscription can be found in this section of the charter.

As to sec. 14, art. 7. This clearly gives no affirmative power to subscribe. It is, in effect, nothing more than a provision that no subscription shall be made unless expressly authorized by law, which is but an enactment of what had before become a well-established rule of decision. It authorized appropriations of money for the purposes specified on a majority vote of the qualified voters at a general or special election, and it recognized the fact, which is no longer disputed, that the Legislature might authorize the city, in a proper way, to become a subscriber to stock in some corporations. This is the full extent of the operation of that section.

These, so far as we can discover from the record, were the only provisions of law relied on in the court below to sustain the subscription for the payment of which the bonds now in question were issued. In this court, however, it is contended that power to make the subscription may be found in sec. 17, chap. 63, of the General Statutes of Missouri, of 1865, taken in connection with an amendment to that chapter, adopted as additional sec. 52, March 24, 1870. (Session Acts, pp. 89, 90.) Upon this point it is sufficient to say that the Quincy, Alton and St. Louis Company was an Illinois corporation, and under sec. 17 authority was only given to subscribe to the stock of companies organized under the laws of Missouri. By the amendment of 1870 (sec. 52) under certain circumstances, railroad companies of other States might extend their roads into Missouri, "and for that purpose . . possess and exercise all the rights, powers, and privileges conferred by the general laws of this State (Missouri) upon railroad corporations organized thereunder ;" but this did not make them corporations "organized under the laws of Missouri." If, as is argued, the foreign corporation got, as one of the privileges conferred on it by this law, the right to receive municipal subscriptions, it was of no practical value as a

privilege until the power to subscribe was in some form given to the municipalities.

It is of no importance that two thirds of the qualified voters of the city gave their assent to the subscription at the election which was called. It has been uniformly held that until the Legislature authorizes an election, a vote of the people cannot be taken which will bind the municipality or confer upon the municipal authorities the power to make such a subscription. The legislative authority to obtain the popular assent is as essential to the validity of the election as it is to the subscription.

Judgment affirmed.

H. B. WELLS

V.

THE BOARD OF SUPERVISORS OF PONTOTOC COUNTY.

(United States Supreme Court- October Term, 1880.)

The act of the Mississippi Legislature of March 10, 1852, and that of November 23, 1859, revived by the act of February 20, 1867, authorizing counties to subscribe to certain railroads, construed not to authorize the borrowing of money or the issue of bonds to pay such subscription. The above acts construed to contemplate the raising of funds by taxation alone, and bonds issued for the purpose of paying the subscription to the railroad stock held void as unauthorized and ultra vires.

Error to the District Court of the United States for the Northern District of Mississippi.

Hallam & Perkins and George Perkins, for appellant. Van H. Manning, for appellees.

WAITE, C. J.-On the 10th of March, 1852, the Legislature of Mississippi passed an act to incorporate the Mississippi Central Railroad Company. Sections 17 and 18 of that act are as follows:

"SECTION 17. Be it further enacted, That the boards of police of the several counties of Madison, Holmes, Carroll, Yallabusha, Lafayette, and Marshall, together with such other counties as are adjoining or adjacent to the counties through which said railroad may pass, may, for their respective counties, subscribe for capital stock in said railroad, not to exceed in amount two hundred thousand dollars for any one county: Provided, however, that an election shall be holden in the county for and on account of which said stock is proposed to be subscribed, by the qualified electors thereof, at the regular precincts of said county, ten days' notice of the time of holding such election, and of the amount proposed to be subscribed, being first given by the board of police; and if, at such election, a majority of the qualified electors voting shall be in favor of such subscription, then said board shall make such subscription for and in behalf of the county for the amount speci

fied; but if a majority of those voting shall be opposed to such subscription, the same shall not be made.

"SECTION 18. Be it further enacted, That said several boards of police, either before or after any election held as provided in the 17th section of this act, may direct that whenever any tax shall be collected in their respective counties for the payment of the capital stock so subscribed by the county, which tax the several boards of police are hereby authorized to assess and collect from the taxable property or real property of the county, as said board may elect ; that the sheriff or tax-collector shall issue to the person paying such tax a certificate specifying the amount of tax so paid, and on account of what railroad the same is paid, which said certificate or certificates shall be transferable by indorsement; and whenever any person, either by payment of taxes as aforesaid or by indorsement as aforesaid, shall hold a certificate or certificates in amount equal to one or more shares of the capital stock of said railroad company, he may present the same to the treasurer of said company, who shall thereupon take up the said certificate or certificates, and issue to the holder of them certificates for one or more shares of stock in said company; and such holder of said certificate of stock shall be, for such stock, substituted to the right of the county as a stockholder to the number of shares named in said certificate."

On the 19th of April, and during the same session of the Legislature, a supplemental act was passed by which, if the act should be approved by a vote of the several counties through which the road might be located, a tax of five per cent on the assessed value of all lands lying within five miles, and two and one half per cent on all lying over five miles and under ten of the road, was to be collected annually for a term of four years to aid in the construction of the road. Section 4 of this act is as follows:

"SECTION 4. Be it further enacted, That whenever any sheriff or tax collector shall collect any tax by virtue of this act, he shall give to the person or persons paying the same a certificate therefor, which certificate shall be transferable by indorsement; and whenever any person or persons, either by payment of taxes as aforesaid or by indorsement as aforesaid, shall hold a certificate or certificates in amount equal to a share of the capital stock of said railroad company, he may present the same to the treasurer of said company, who shall thereupon take up the said certificate or certificates, and issue to the holder of them a certificate for a share of stock in said company, which certificate shall entitle such person to all the rights and privileges of a stockholder in said railroad company."

On the 23d of November, 1859, the Memphis, Holly Springs and Mobile Railroad Company was incorporated. Section 7 of that act of incorporation gave authority to the board of directors "to issue, sell, negotiate, mortgage, pledge or hypothecate the