38. Verification.-When a corporation is a party, the verification may be made by any officer thereof; Cal. Code, sec. 446; N. Y. Code, sec. 157; Arizona, sec. 55; Idaho, Id.; by an officer representing it, or by an agent or attorney thereof: Oregon Code, sec. 348; Oregon Decis. 79.

No. 43.

iii. Against Corporation formed under the Act in relation to Roads and Highways.

[TITLE.]

The plaintiff complains and alleges:

I. That the defendant is a corporation created by and under the laws of this State, organized pursuant to an act of the Legislature entitled [title of act in full], passed 18...., and the acts amendatory thereof and supplementary thereto.

II. [State a cause of action.]

[Demand of Judgment.]

39. Form.-For a form of averment of incorporation in such actions see Oswego and Syracuse Plank Road Co. v. Rust, 5 How. Pr. 390; N. Y. Floating Derrick Co. v. N. J. Oil Co., 3 Duer, 648.

40. Parties.-The directors of a corporation formed for the construction of plank or turnpike road, are not personally liable, unless the stockholders have adopted by-laws, and the same have been filed in the Recorder's Office, and the contract is made in violation of the by-laws: Hall v. Crandall, 29 Cal. 567.

[TITLE.]

No. 44.

iv. By Corporation, on Stock Assessments.

The plaintiff complains, and alleges:

.........

I. That in pursuance of an act of the Legislature of the State of California, entitled "An Act" [give the title of the act] passed ... 18.., and of the acts amendatory thereof and supplementary thereto, the above-named company was organized and formed into a corporation under the name of the Company, and ever since its said organization has had its principal office and place of business at the city of

.......

......

the

II. That on the ... day of ... 18.., at defendant and certain other persons, being desirous of associating themselves together for the purpose of constructing a toll road [or state the actual purpose] from the village of R. to the village of S., in said county, in consideration thereof, and of the mutual promises each to the other, and

of the benefits to be derived from being members of said association, made and subscribed a certain agreement in writing, as follows, to wit:

[Copy subscription paper, with subscribers' names, and add]: and other persons whose names are here omitted.

III. That the said defendant did, at the time of subscribing said agreement, set opposite to his name thereto subscribed the number of ten shares, and that the par value of each share is fifty dollars, and that said defendant agreed to take and pay for the same.

IV. That afterwards, to wit, on the .... day of 18.., at a regular meeting of the trustees of said company, an assessment of five per cent. of the par value of each share of the capital stock of the said corporation was duly levied; that at the time of the levy of such assessment, defendant was a subscriber to the capital stock of said corporation in the amount of ........ shares, of the shares, of the par value of .................... dollars, and was the owner of such stock. V. That afterwards, etc. [Allege the number of assessments defendant has failed to pay, each as above.]

........

VI. That the defendant had due notice of each of the said assessments, made by the trustees of said company as aforesaid, and that the same were duly published in the daily a newspaper printed and published in the city for at least ... days, and in every respect

of

according to law.

........

VII. That the whole sum of ... ... dollars is now due plaintiff from defendant thereon, and no part thereof has been paid.

[Demand of Judgment.]

41. Assessments.-Under the laws of California, the stock may be sold to pay assessments, and such sale is authorized to be made without action. 42. Jurisdiction of Corporations.-For rules as to the jurisdiction of municipal corporations to make assessments for local improvements, see Ireland v. City of Rochester, 51 Barb. 414.

[TITLE.]

No. 45.

v. By a Corporation, on a Stock Subscription.

The plaintiff complains and alleges:

I. [Aver incorporation, as in No. 44.]

II. That in contemplation of the incorporation of these

plaintiffs, and for the purpose of constructing, owning, and maintaining the [toll road], then contemplated, the defendant, with others, on the .... day of .....

., 187.., at became a subscriber to the stock of the said company by [severally] signing and delivering an agreement in writing, of which the following is a copy: [Copy subscription paper.]

III. That, among other persons, the defendant signed and executed the said agreement, and set opposite to his name the sum of ........ dollars, which he thereby agreed to pay to said company.

..........

IV. That after the defendant had thus subscribed, and on or about the ............. day of ..... 187.., he subscribed to the articles of association of said company his name and his place of residence, to wit: ...

and the number

of shares of stock taken by him, to wit: .... .... shares, amounting to ........ dollars, the shares of stock being

V. That the plaintiff by its directors, on the .... day of 187.., at required the defendant to pay thereon the sum of ....., agreeably to said subscription and the charter and by-laws of the company.

VI. That the plaintiff has performed all the conditions thereof on its part.

VII. That the defendant has not paid the said subscription, or any part thereof.

[Demand of Judgment.]

43. Assessment, Averment of.-A complaint on a subscription to be paid as assessed, must aver a proper assessment: Gebhart v. Junction R. R. Co., 12 Ind. 484.

44. Averment of Corporate Character.-A complaint which avers in general terms that the plaintiffs were an incorporated company, organized pursuant to the general act, is sufficient for any purpose: Oswego and Syracuse Plank Road Co. v. Rust, 5 How. Pr. 390; but see Dutchess Cotton Manuf. Co. v. Davis, 14 Johns, 238. But the authority of the latter case is somewhat shaken by the criticisms upon it in Welland Canal Co. v. Hathaway, 8 Wend. 480; see also First Baptist Society v. Rapelee, 16 Wend. 605; and Buffalo and Allegheny R. R. Co., 26 N. Y. 75.

45. Averment of Subscription.-It is sufficiently specific to allege that the party subscribed a sum named, and that the subscription was paid, and that the amounts paid were received by the company: Peckham v. Smith, 9 How. Pr. 436; see, also, Highland Turnpike Co. v. McKean, 11 Johns. 98.

46. Form. For a form of complaint under the statutes of New York, see

the case of Poughkeepsie Plank Road Co. v. Griffin, 21 Barb. 454; Oswego and Syracuse Plk. Rd. Co. v. Rust, 5 How. Pr. 390.

47. Parties.—As to what parties can maintain an action against a defendant, treasurer of a religious corporation, for money received by him as subscriptions and donations for an enterprise not immediately connected with the church corporation, see Rector, etc., of the Church of the Redeemer v. Crawford, 5 Rob. 100.

48. Religious Corporations may sue for subscription: Dansville Seminary v. Welch, 38 Barb. 221. Trustees of such corporations must first establish their right, before they can use the corporate name: North Baptist Church v. Parker, 36 Barb. 171. Before the court can take notice of the regulations of particular religious denominations, or their nature or effect, their existence should be properly averred and proved as matter of fact: Young v. Ransom, 31 Barb. 49.

49. Separate Subscriptions.-Where defendant subscribed in his own name for fifty shares of railroad stock, and at the same time subscribed for fifty more, signing his own name again, adding thereto the letters, "Exr.," to indicate that he took the additional fifty shares for an estate for which he was executor: Held, that these were separate contracts, upon which separate actions would lie; and that the pendency of the action to enforce payment of the first subscription formed no sufficient ground for abating the action to enforce the second subscription: Erie and New York City R. R. Co. v. Patrick, 2 Keyes, 256.

No. 46.

vi. On a Subscription to the Expense of a Public Object. [TITLE.]

The plaintiff complains, and alleges:

I. [Aver incorporation.]

II. That the plaintiff, in the month of...... was erecting a building at.....

public worship.

......

187.,

for the purposes of

III. That the defendants and others requested the plaintiff to complete the same, and for the purpose of enabling the plaintiff to do so, they subscribed and agreed to pay to the plaintiff the sum of... dollars, in consideration of the premises, and of the like subscription and agreement of other persons.

IV. That upon the faith of said subscription, the plaintiff proceeded with the erection of the building, and expended thereon large sums of money, and incurred large liabilities, and completed said building, and otherwise duly performed all the conditions on its part.

V. That the defendant has not paid said subscription, or any part thereof [except, etc.]

[Demand of Judgment.]

50. Corporate Name.—An action for money due a church on a verbal contract with the trustees, should be brought in the corporate name, and not in the name of the trustees: Barnes v. Perine, 9 Barb. 202; Leftwick v. Thornton, 18 Iowa, 56.

51. Form.-For form under the New York Code, see Richmondville Union Seminary, etc. v. Brownell, 37 Barb. 535; Wayne and Ontario Collegiate Institute v. Smith, 36 Id. 576.

No. 47.

vii. Against a Municipal Corporation.

[STATE AND COUNTY.]

[COURT.]

A. B., Plaintiff,
against

THE COUNTY OF.

Defendant.

The plaintiff complains, and alleges:

I. That the defendant is a municipal corporation, created

by the laws of this State.

II. [State cause of action.]

III. That on the .......day of....

the plaintiff presented the claim or demand herein before set forth to the Board of Supervisors of the County of..... for allowance, and that they failed and refused to allow the same or any part thereof. IV. That the defendant has not paid the same.

[Demand of Judgment.]

52. Authority to Enact.-The authority to enact may be averred in general terms. Where a corporation is authorized to pass a by-law if they find it necessary, and they pass it, a declaration on the by-law need not aver the necessity: Stuyvesant v. Mayor, etc., of N. Y., 7 Cow. 585. It is sufficient in pleading to aver generally, that a contract sought to be enforced is in violation of some municipal ordinance or enactment. When such ordinance or enactment is founded upon a statute, it is not necessary to plead the statute specially: Beman v. Tugnot, 5 Sandf. 153.

53. Bonds of Corporation.-In suit against a municipal corporation on its bonds, the complaint sets out the bonds; avers the defendant to be a corporation; that the corporation made and delivered the bonds on good consideration, under an ordinance passed by the proper agents of the corporation, having authority for that purpose, and that defendant has failed to pay. Complaint shows, prima facie, a liability on the part of the corporation; and it was not necessary to set out the ordinance, nor the vote, or other proceedings of the corporate agents, or give any further description of the agents of the corporation: Underhill v. Trustees of the City of Sonora, 17 Cal. 172.

54. Contract. Where a suit is brought on a contract made by a city, where the laws regulating it require the consent of two-thirds of its electors to validate debts for borrowed money, such consent need not be averred on