Even if the vote by which the secretary was instructed to "assess the stockholders five dollars per share" was an implied ratification of the defendants' acts, the subscribers for the 107 shares did not thereby become shareholders in the corporation. There was authority for the issuance of only 100 shares, and until these should be allotted or apportioned no contract of membership could exist upon which either the corporation or subscribers would be liable. Melvin v. Hoitt, 52 N.H. 61, 67. No allotment or apportionment having been made, the subscribers never became shareholders in the corporation or liable for any of the shares subscribed.

Judgment for the defendants.

CHASE, J., did not sit: the others concurred. *Page 240