4 Ind. Herki 7. Han 6 So. Bank, it even A. Generally.—Iz tre of evidence I articularly app1 7 5 ** and the rer are frequently in issat, questions - zotice will be taken of such a should be indulged. Sa, ques, old, 20 d suffi e facto. ck Co., 2143; People, 'eople v. Co., 100 ;h Extr. lso, Peo ; People ich. 389, § 1929. Judicial notice.-As elsewhere shown, the courts take judicial notice of the general corporation laws.1 So, they take such notice of public laws, or laws declared to be public, or required by statute to be so noticed, granting special charters to domestic corporations. But, unless the name of a corporation is stated in a public law, the courts will not, ordinarily, take judicial notice of its name,3 nor will they, unless required by statute, take judicial notice of the foreign laws for the incorporation of a foreign company. The method of doing business is also judicially noticed, in some instances, in a general way. So, is the ordinary authority or customary duty of certain officers; but this is true only within limits, and the exact duties of a particular officer or agent cannot be judicially noticed." The courts also take judicial notice of public laws authorizing the adoption of by-laws, but not, ordinarily, of any particular by-law or ordinance adopted, or claimed, or alleged to have been adopted, by the corporation.s 2 State v. Baltimore &c. R. Co., 15 W. Va. 362, 36 Am. R. 803; Parker v. Carolina Sav. Bank, 53 S. Car. 583, 31 S. E. 673, 69 Am. St. 888; White Water &c. Co. v. Boden, 8 Blackf. (Ind.) 130; Central Bank v. Tayloe, 2 Cranch. (U. S.) 427, the courts generally judicially notice the charters of municipal corporations but not, outside of the municipal courts, their by-laws or ordinances, nor ordinarily, particular streets and the like; Vol. I, § 71. Holloway v. Memphis &c. R. Co., 23 Tex. 465, 76 Am. Dec. 68; Kelly v. Alabama &c. R. Co., 58 Ala. 489; Ohio &c. R. Co. v. Ridge, 5 Blackf. (Ind.) 78; Mobile v. Louisville &c. R. Co., 124 Ala. 132, 26 So. 902. Where named in public act, see, Jackson v. State, 72 Ga. 28. Notice not taken of particular corporation organized under a general law merely permitting companies of that class to incorporate: Vol. I, § 45, n. 46. 4 Nashville &c. Co. v. Weaver, 102 Vol. I, § 72. 'Brown v. Missouri &c. R. Co., 67 Mo. 122, certain powers, however, are implied as incident to certain offices, and it may be said that as to these the courts take judicial knowledge of the power or authority of an officer, such as the cashier of a bank, for instance, at least where it appears that he has or should be deemed to have the usual powers. Green v. City of Indianapolis, 22 Ind. 192; Schwab v. City of Madison, 49 Ind. 329; Clevenger v. Town § 1930. Burden of proof as to corporate existence.-As a general rule, where the fact of corporate existence is properly put in issue the burden of proving it is upon the party who asserts it. But, in many jurisdictions, a general denial, not under oath, does not require a corporation plaintiff to prove its corporate existence,10 and, in many instances, it is sufficient even where some proof is required to show existence as a corporation de facto; for the existence and powers of a corporation de facto cannot, ordinarily, be collaterally inquired into.11 Under a proper plea of nul tiel corporation, however, where the defendant is not estopped, the burden is upon the plaintiff to prove its corporate existence.12 But at common law the burden of showing the right to a franchise usurped, is held to be upon the respondent when a direct attack is made by the state by quo warranto;13 although it has 'Rikhoff v. Brown's &c. Co., 68 Ind. 388; Williams v. Hewitt, 47 La. Ann. 1076, 17 So. 496, 49 Am. St. 394; Hudson v. Carman, 41 Me. 84; Lord v. Bigelow, 8 Vt. 445; Anderson v. Kanawha &c. Co., 12 W. Va. 526; Bill v. Fourth Gt. W. Tpk. Co., 14 Johns. (N. Y.) 416. of Rushville, 90 Ind. 258; Vol. I, St. R. Co., 130 Ind. 71, 29 N. E. § 71. 408; Snider's Sons Co. v. Troy, 91 Ala. 224, 8 So. 658, 24 Am. St. 887, 890; see also, Finnegan v. Noerenberg, 52 Minn. 239, 53 N. W. 1150, 38 Am. St. 552, 18 L. R. A. 778; Gibb's Est., In re, 157 Pa. St. 59, 27 Atl. 383, 22 L. R. A. 276; Chases Patent Elevator v. Boston &c. Co., 155 Mass. 211, 29 N. E. 470, 9 L. R. A. 839; Wyandotte El. L. Co. v. Wyandotte, 124 Mich. 43, 82 N. W. 821; Cutchogue Cong. Ch., Matter of, 131 N. Y. 1, 30 N. E. 43. 10 Brady v. Nat. Supp. Co., 64 Ohio St. 267, 60 N. E. 218, 83 Am. St. 753; Rockland &c. Co. v. Sewall, 78 Me. 167, 3 Atl. 181; Farmers' & Dovers Bank v. Williamson, 61 Mo. 259; Johnson Harvester Co. V. Clark, 30 Minn. 308; see also, International B. & L. Asso. v. Wall, 153 Ind. 554, 55 N. E. 431; Concordia Sav. &c. Asso. v. Reed, 93 N. Y. 474; California S. Nav. Co. v. Wright, 6 Cal. 258; Southern Ex. Co. v. Western &c. R. Co., 99 U. S. 191; but see, Wert v. Crawfordsville &c. Tpk. Co., 19 Ind. 242; Shick v. Citizen's Enterprise Co., 15 Ind. App. 329, 44 N. E. 48; Central Land Co. v. Calhoun, 16 W. Va. 361; Jack son v. Plumbe, 8 Johns. (N. Y.) 378. "Williamson v. Kokomo &c. Asso., 89 Ind. 389; Williams v. Citizens 12 Hubbard v. Chappel, 14 Ind. 601; Indianapolis &c. Co. v. Herkimer, 46 Ind. 142; Johnson v. Hanover Nat. Bank, 88 Ala. 271, 6 So. 909; Bailey v. Valley Nat. Bank, 127 Ill. 332, 19 N. E. 695, but even under such a plea it is held sufficient to show a corporation de facto. Cozzens v. Chicago &c. Brick Co., 166 Ill. 213, 46 N. E. 788. 13 Rex v. Leigh, 4 Burr. 2143; Lyons &c. Toll Road Co. v. People, 29 Colo. 434, 68 Pac. 275; People v. Volcano Canyon Toll Road Co., 100 Cal. 87, 34 Pac. 522; High Extr. Rem. (3d ed.) § 712; see also, People v. Perley, 80 N. Y. 624; People v. River &c. R. Co., 12 Mich. 389, been held that where the original right is conceded the burden of showing a forfeiture is upon the plaintiff ;14 and that the burden of showing facts in avoidance of the forfeiture is upon the respondent.15 § 1931. Burden of proof as to other matters. In an action to charge a person with a liability as a member of a corporation, the burden is upon the plaintiff to prove the fact of membership;16 but it has been held that a person once shown to have been a member will be presumed to have continued a member in the absence of anything to the contrary;17 and one may so conduct himself as to be estopped, under certain circumstances, from denying his membership. So, a plaintiff who sues for a dividend,18 or an inspection of the corporate books,1o as a stockholder, has the burden of showing his right, as that he was the owner of the stock at the proper time or a stockholder entitled to an inspection. It has also been held that one who attacks a prima facie transfer of stock as invalid has the burden of proof;20 and that the burden of proving the dissolution of a corporation is upon the party who seeks to take advantage thereof.21 In actions on stock subscriptions, while the burden is usually upon the plaintiff to show the performance of valid conditions precedent, or a waiver thereof by the defendant,22 as well as the subscription, the 86 Am. Dec. 64; State v. Harris, 3 Ark. 570, 36 Am. Dec. 460. 14 North &c. Rolling Stock Co. v. People, 147 Ill. 246, 35 N. E. 608. 15 People v. Hillsdale &c. Tpk. Road, 23 Wend. (N. Y.) 254. 16 Fouche v. Merchant's Nat. Bank, 110 Ga. 827, 36 S. E. 256; Diven v. Lee, 36 N. Y. 302, and to creditors seeking to charge stockholders individually have the burden of proving all necessary facts; Fletcher v. Bank of Lonoke, 71 Ark. 1, 69 S. W. 580, so, under a statute making directors liable under certain circumstances the burden is upon the plaintiff to make a case within the statute; Whitney Arms Co. v. Barlow, 63 N. Y. 62, 20 Am. R. 504. 17 Barron v. Paine, 83 Me. 312, 22 Atl. 218; Montgomery &c. Co. v. Webb, 27 Ala. 618. 18 Dow v. Gould &c. Co., 31 Cal. 629. 19 People v. Northern Pac. R. Co., 18 J. & S. (N. Y.) 456; see, Vol. II, § 1407. 20 Walker v. Detroit &c. R. Co., 47 Mich. 338, 11 N. W. 187; but see, Holbrook v. New Jersey Zinc Co., 57 N. Y. 616. 21 United States El. &c. Co. V. Leiter, 19 D. C. 575; Regents of Univ. v. Williams, 9 Gill. & J. (Md.) 365. 22 Junction R. Co. v. Reeve, 15 Ind. 236; Martin v. Pensacola R. Co., 8 Fla. 370, 73 Am. Dec. 713; Southern Penn. Iron Co. v. Stevens, 97 Pa. St. 190; Hanover Junction &c. R. Co. v. Grubb, 82 Pa. St. 36; Chase v. Sycamore &c. R. Co., 38 Ill. 215; Wyman v. Bowman, 127 Fed. (U. S.) 257, it is held that one burden is, ordinarily, upon the defendant to show payment or its equivalent where such defense is set up and relied on;23 and it is likewise held that where the defense is a material change in the character and purpose of the corporation the defendant must show that such alteration was made without his consent.24 It has also been held that in an action by an assignee to compel a corporation to issue stock to him which he claims his assignor was entitled to under a resolution of the corporation, the burden is on him to make out his case by the same weight of evidence as would have been required of the assignor; and that where the books of the corporation showed that he had already received as much or more stock than he was entitled to, the burden is upon him to show that he had not received it.25 § 1932. Presumptions as to corporate existence and acts.-Where an association of individuals assumes to be and to act as a corporation, and there is a law under which they might have been incorporated, the presumption arises as between them and others than the state, that all formal requisites to their existence as a corporation have been complied with.26 So, corporate existence and the regularity or rightfulness of corporate acts have often been presumed from long continued existence of the body and its long continued exercise of such powers as a corporation.27 Among the presumptions that have been who executed the subscription and accepts, uses and sells the stock without requiring the condition to be fulfilled is estopped from asserting the condition. "Denny v. Northwestern Christian Univ., 16 Ind. 220. North Carolina R. Co. v. Leach, 49 N. Car. 340. Dempster v. Rosehill Cemetery Co., 206 I11. 261, 68 N. E. 1070. *Selma &c. R. Co. v. Tipton, 5 Ala. 787, 39 Am. Dec. 344; Elizabeth City Academy v. Lindsey, 28 N. Car. 476, 45 Am. Dec. 500; Narragansett Bank v. Atlantic S. Co., 3 Metc. (Mass.) 282; Packard v. Old Colony R. Co., 168 Mass. 92, 46 N. E. 433; Dunning v. New Albany &c. R. Co., 2 Ind. 437; Sampson v. Bowdoinham &c. Corp., 36 Me. 78; Busey v. Hooper, 35 Md. 15, 6 Am. 27 Selma &c. R. Co. v. Tipton, 5 Ala. 787, 39 Am. Dec. 344; Greene v. Dennis, 6 Conn. 293, 16 Am. Dec. 58; White v. State, 69 Ind. 273; West Manayunk Gas. L. Co. v. New Gas L. Co., 21 Pa. Co. Ct. 369; Hagerstown Tpk. Co. v. Creeger, 5 Harr. & J. (Md.) 122, 9 Am. Dec. 495; Rose Hill &c. R. Co. v. People, 115 Ill. 133, 3 N. E. 725; United States Bank v. Dandridge, 12 Wheat. (U. S.) 64. As to presumption of power to perform the particular act, see, Oxford Iron Co. v. Spradley, 46 Ala. 98; New York Fire Ins. Co. v. Sturges, 2 Cow. (N. Y.) 664; Ohio &c. R. Co. v. McCarthy, 96 U. S. 258; Union Trust Co. v. Kendall, 20 |