1. MUNICIPAL SUBSCRIPTION AND BONDS-requisites to validity. Where a municipality is empowered to subscribe to the capital stock of a railroad company, and issue its bonds in payment of the subscription, but it is also required that there shall first be an affirmative vote of a majority of the electors of the municipality to that effect, no power exists to make the subscription and issue the bonds until after such vote shall have been obtained, at an election held for that purpose, called by the authority prescribed by the law, and upon such notice of the time and place of holding the election as the law directs; and whoever deals in municipal bonds is chargeable with knowledge whether these precedent conditions to the existence of the power of making the subscription and issuing the bonds have been complied with. 2. SAME of the call and notice of town election. Where the law under which a town subscription was made and its bonds issued to a railway company, required there should first be an affirmative vote of a majority of the electors of the town authorizing the subscription, and that the election should be called upon the application of twenty legal voters and tax-payers of the town, and that notice of the election should be posted for at least twenty days, and the application for the election was signed by only twelve legal voters and tax-payers Syllabus. of the town, and the notice of the election was posted only ten days, it was held, that the election was a nullity, and gave no power to make the subscription and issue the bonds. 3. SAME-what municipalities may be authorized to subscribe without vote. County boards, such as boards of supervisors, county commissioners, and the municipal authorities of incorporated cities, towns and villages, may, when empowered so to do by proper legislation, subscribe for the capital stock of railroad corporations without first submitting the question to the electors of the municipality, they being considered as the representatives of the electors. But, under our township system, there is no officer or board representing the corporate authority of the town, the electors only representing it, and they must so necessarily act through town meetings or elections. 4. SAME-whether invalid election may be validated by legislation. It has been held, that where municipal authorities may be empowered by the legislature to subscribe for capital stock of a railroad company without a vote of the electors, the legislature may declare a non-compliance with the law in holding an election on a proposition to make such subscription, of no consequence, and thereby validate the same; but the legislature is powerless, by subsequent enactment, to validate a void election of a town, under the township system, for such subscription. 5. SAME bonds not rendered valid by recitals therein. The recitals of those officers invested with the ministerial duty of issuing municipal bonds, as to the legality of the election authorizing their issue, and the existence of the facts necessary to their validity, will not render such bonds, when issued without authority of law, valid, in the hands of bona fide holders. The agent can not, by his act alone, invest himself with power to bind his principal, and bis act, unknown to and unsanctioned by his principal, can not be held to estop the latter to deny his power to act. 6. CONSTITUTIONAL LAW-legislative power to create debt for municipal corporation. It is the settled rule of this court, and engrafted on our present constitution, that the legislature can not compel a municipal corporation to incur a debt or issue its bonds for a local corporate purpose, without its consent. Under the old constitution it might be invested with power, to that end, by the legislature, and incur such debt through its corporate authority, but the legislature is not authorized to create such debt for it, or to compel its corporate authority to do so. 7. Where an election of a town, to decide upon a corporate subscription, was not called according to law, and the notice thereof was not given for the requisite time, it was held, that a subsequent act of the legislature legalizing such election, and declaring it and the subscription binding, was invalid, because beyond legislative power. 8. TOWNSHIP SYSTEM-corporate authority of town. The supervisor and town clerk, neither separately nor conjointly, are the corporate authority of Statement of the case. their town. They are simply town officers, with limited duties to perform in respect of town affairs. They possess no power as town officers, or under the statute, except under the direction of the corporate authorities (the electors), to do any act in regard to making corporate subscriptions or issuing bonds. The town must act through its electors, either to ratify an act already done or to authorize an act to be subsequently done. APPEAL from the Circuit Court of Marshall county; the Hon. JOHN BURNS, Judge, presiding. This was an action of assumpsit, by appellant, as assignee of the Hamilton, Lacon and Eastern Railroad Company, against appellee, upon a certain bond executed and delivered by appellee to said railroad company, as follows: "$1000. No. 17. "United States of America, State of Illinois, County of Marshall, Town of Roberts: "Know all men by these presents, that the town of Roberts, in the county of Marshall and State of Illinois, is indebted to the Hamilton, Lacon and Eastern Railroad Company, or bearer, in the sum of $1000, lawful money of the United States, which the said town of Roberts promises to pay to said Hamilton, Lacon and Eastern Railroad Company, or to the bearer hereof, on the 7th day of April, in the year 1876, at the office of the treasurer of the county of Marshall, aforesaid, in the town of Lacon, Illinois, on the presentation of this bond, with interest thereon from the 7th day of April, A. D. 1871, at the rate of ten per centum per annum, payable, annually, at the office of the treasurer of the county of Marshall, aforesaid, on the 7th day of April in each year, on the presentation and surrender of the annexed coupons, as they severally become due. "This bond is one of a series, amounting, in the aggregate, to $30,000, and consisting of thirty bonds, numbered from one to thirty, inclusive, each of which is for $1000, and all of which are of even date, and are issued, in accordance with the laws of the State of Illinois, in payment of a subscription made by said town of Roberts for 300 shares of the capital stock of Statement of the case. the Hamilton, Lacon and Eastern Railroad Company, which said subscription was made by said town by virtue of a vote of a majority of the voters of said town in favor thereof, at a special election held for such purpose in said town on the 25th day of March, A. D. 1869, in pursuance of the laws of the State of Illinois, and the several acts of the General Assembly incorporating said railroad company. "In witness whereof the supervisor of said town of Roberts has signed this bond, and the clerk of said town has attested the same, and on this 7th day of April, in the year 1871. JOHN NORTON, "Attest: Supervisor of the Town of Roberts, Marshall Co., State of Illinois. Clerk of the Town of Roberts, Marshall Co., State of Illinois. "Indorsement: This bond is issued by the town of Roberts, on the 7th day of April, A. D. 1871, and duly recorded by me according to law. JOSEPH MALEHAM, Clerk of the Town of Roberts." The following is a copy of the coupon attached to foregoing bond: "Town of Roberts, county of Marshall, State of Illinois, will pay to the bearer $100, at the office of the county treasurer in the town of Lacon, on the 7th day of April, 1876, interest on bond No. 17, issued by said town in payment of subscription to the capital stock of the Hamilton, Lacon and Eastern Railroad Company. JOHN NORTON, Supervisor of the Town of Roberts. JOSEPH MALEHAM, Clerk of the Town of Roberts. "Indorsement: Filed September 21, 1871. (Signed) JAMES WESTCOTT, Clerk.” The declaration avers the indorsement of the bond to appellant, on the day it bears date, by the Hamilton, Lacon and Eastern Railroad Company, and contains the other necessary averments to charge appellee with its payment. |