97 Iowa 204 | Iowa | 1896
The plaintiff is a corporation duly organized under the laws of the United States, as a national bank. The Warren County Bank is a corporation organized and doing business as a bank, under the laws of this state. In December, 1891, John Cheshire borrowed of the plaintiff the sum of three thousand dollars. The loan was renewed from time to time until July, 1892, when it was again renewed, and the note in suit, for the sum of three thousand dollars, was given. To secure the payment of this loan, Cheshire transferred to the plaintiff a certificate of which the following is a copy: “No. 72. Share $100.00 each. Shares, 80. Warren County Bank, Indianola, Iowa. This certifies that John Cheshire, of Indianola, Iowa, is the owner of thirty shares of the capital stock of the Warren County Bank, subject to
It is admitted, or fairly shown by a preponderance of the evidence, that no copy of the by-law upon which the appellant relies, was posted in its principal places of business, or elsewhere, until after the twenty-second day of September, 1892; that no officer or agent of the plaintiff, who was concerned in making its loan to Cheshire, had any actual knowledge or notice of the by-law when the loan was made; and that actual notice of the by-law was not given to any agent whose knowledge is chargeable to the plaintiff, prior to the day stated. Some claim is made to the effect that the plaintii'f should be charged with knowledge of the by-law, because it had for several years before the transfer to it of the stock in question, held other stock as collateral security, and had voted it, and otherwise treated it as owner. It is true it had held such stock as security for loans made, and had received dividends
The laws of the state, under which the Warren County Bank was incorporated, gave to it the power “to establish by-laws, and make all rules and regulations deemed expedient for the management of their affairs, in accordance with law.” Code, section 1059, sub-division 7. The articles of incorporation of that bank, do not in terms, authorize a by-law like the one in question, but contain the following: “The board of directors shall have power to make and adopt such by-laws as may be necessary for the proper conduct of the business of this corporation.” Much is said in argument in regard to the power of the board of directors to establish the by-law in question. What its general effect upon the stockholders, who do not have actual knowledge of it, would be, we need not determine. John Cheshire was a director of the bank, and was present at the meeting of the board of directors, at the time the by-law was adopted, in March,
Section 1078 of the Code, provides that “the transfer of shares is not valid, except as between the parties thereto, until it is regularly entered upon the books of the company, so as to show the name of the person, by, and to whom transferred, the number or other designation of the shares, and the date of the transfer.” This provision is for the benefit of the corporation. Bank v. Wasson, 48 Iowa, 339. It is also for
A note of the land and cattle .company for two thousand dollars, was given after the original loan of December 1891, was made by the appellee; but that was before the renewal note upon which this action is founded was given. Therefore, we are not required, bo decide what right the appellant might have acquired by accepting Cheshire as surety, after the transfer of stock to the plaintiff was made, and before notice of it was given.
Appellant has cited numerous authorities which are claimed to support a conclusion contrary to that reached by us. We have examined them, and find that most, if not all of them, were based upon facts materially different from those involved in this case. Some were controlled by legislative enactments, and in
What we have said disposes of the questions material to a determination of this appeal. The decree of the district court is affirmed.