31 Md. 59 | Md. | 1869
delivered the opinion of the Court.
Notwithstanding the language of the first section of the Act of 1867, ch. 392, incorporating the appellant, we are satisfied, from a careful examination of all the provisions of that Act, it was not the intent of the Legislature to create the named persons a body corporate immediately upon their doing any act evidencing their acceptance of the charter. On the contrary, the manifest design was not simply that the company should not commence its business, but that the corporation should not come into existence until three thousand shares of the capital stock had been subscribed and paid, or secured to be paid.
It is a law chartering a Eire Insurance Company. The first section enacts that ten named persons, “ and the subscribers to the stock of the company, and their successors, shall be and they are hereby declared to be a body politic and corporate, by the name,” &c. The second fixes the capital stock at $300,000, divided into 30,000 "shares of $10 each. The fourth provides “ that as soon as three thousand shares are subscribed and paid, or secured to be paid, this company shall be competent to transact all kinds of business for which it is established.” The fifth enacts “ that after the subscription of three thousand shares, as provided for in the foregoing fourth section, the said ” ten named persons “ are hereby created directors of the said” company “ until the first Monday in May, 1867, and
These provisions obviously point to and adopt most of the usual methods of creating such corporations. The parties named in the first section are authorized to act as commissioners to open books for subscriptions, and when three thousand shares are subscribed and paid, or secured to be paid, the same persons are created the first directors, with power then to meet and organize the company by electing proper officers. The procurement of the requisite number of shares is made essential to the existence of the corporation. Before this no meeting could be held, no directors to represent the stockholders are or could be created or elected, and no officers chosen to represent the body corporate. But after such subscription is made directors are created with power to meet and organize the company, and then for the first time vitality is given to the artificial being, and its existence commences. True, the first section speaks of a present creation of a body corporate, but it is to be observed it is not simply the named persons and their successors in office, but these “ and the subscribers to the stock of the company and their successors,” that are declared to be incorporated. There is in this statute no provision giving to the named persons full power and authority to exercise all the corporate poioers of the company until the first election of directors, as there is in the charter of the Erostburg Coal
The record shows that the parties named in the first section of the charter met on the 15th of April, 18.67, before any subscriptions of stock had been obtained, elected a president, and the appellee secretary of the company at a salary of $100 per month, who brought this action to recover his salary at that rate from that date to the 31st of January, 1868. Committees were appointed to solicit subscriptions, and several meetings were held up to the 13th of June, but no subscriptions were obtained, and the parties engaged in obtaining them ceased their efforts, and the whole matter seems to have been abandoned by them. Subsequently in the fall of the same year other parties came forward and the requisite amount of stock
It follows there was error in the rulings of the Court in granting the plaintiff’s prayer, which placed his right to recover upon his appointment as secretary on the 15th of April, 1867, as well as in the instruction which the Court gave, which places it upon an employment by the original corporators, of the plaintiff' as secretary, and an agreement that he should receive for his compensation at the rate of $100 per month. The judgment must be reversed without a procedendo.
Judgment reversed and no procedendo.