ings between the parties from which authoritiy on the part of Allen to guarantee in the firm name could be implied; there was no express authority, and no subsequent ratification on the part of the firm, or any member thereof. But it is claimed that the indorsement was made for the purpose of preserving the firm assets or collecting a firm debt, and that the implied powers of a partner cover such a case. We think, however, that plaintiff seeks to push the rule farther than any decided Case warrants. The case of Andrews v. Congar, Book 26 Co-op. ed. U. S. 90, is cited to support the contention. It does not go so far. In that case one member of a firm, without the consent of his copartners, indorsed in the firm name certain notes issued by a corporation. It appeared, however, that the firm owned a majority of the stock of the corporation, and the larger part of the benefits arising from the notes accrued at once to the firm. The business of the corporation might almost be regarded as a branch of the business of the firm.

In Lind

But the correctness of the decision in that case seems to be questioned in 1 Bates on Partnership, sec. 321, and it no doubt goes as far as any court has gone in that direction. ley on Partnership, 341, it is said: "The latter cases, however, decide that unless it can be shown that the giving of guaranties is necessary for carrying on the business of the firm in the ordinary way, one of the members will be held to have no implied authority to bind the firm by them." Nor do we think that one partner has any implied power to bind his firm in the use of unusual and extraordinary means for collecting a debt. In this case, the guaranty was not necessary to carry on the firm business in the ordinary way. It does not appear but that the deposit of the firm would have been paid in full without the guaranty; but further than that, we are not willing to hold that one member of a firm, in order to secure a debt, has implied authority to bind a firm for a distinct and separate liability to a third person; and particularly must that be true where, as in this case, the liability incurred is several times greater than the debt sought to be secured. It can be readily seen that any different rule would be extremely hazardous. As fully sustaining our views, see Moore v. Stevens, 60 Miss. 809; Macklin v. Kerr, 28 U. C. C. P. 90. Plaintiff failed to establish any liability upon the guaranty in suit as against these appellants, and the judgment of the lower court as to them must be reversed, and a new trial ordered.

PARTNERSHIP - POWER OF PARTNER TO BIND FIRM BY GUARANTY. Where one partner subscribes the partnership name to a note as surety for a third person without the consent or authority of his copartners, they are not bound: Andrews v. Planters' Bank, 7 Smedes & M. 192; 45 Am. Dec. 300, and note; New York etc. Ins. Co. v. Bennett, 5 Conn. 574; 13 Am. Dec. 109, and extended note, where this subject is thoroughly discussed. See Gruner 7. Stucken, 39 La. Ann. 1076.

IN RE ARGUS PRINTING COMPANY.

[1 NORTH DAKOTA, 435.]

CORPORATIONS - RIGHT AND DUTY OF PLEDGEE TO VOTE STOCK. — A pledgee of corporate stock, who appears by the books of the corporation to be the owner thereof, has a right to vote whatever stock stands in his name at a meeting for the election of directors; and in such case the pledgor has no right to vote such stock. CORPORATION-ELECTION OF DIRECTORS. - One who holds the majority of the stock of a corporation, and who has acquiesced in the organization of a stockholders' meeting for the purpose of electing directors, and has participated in the business of such meeting by nominating directors to be voted for, cannot afterwards withdraw therefrom, organize another meeting, and elect directors named by him by voting his stock for them at the latter meeting. He must remain in and vote his stock at the meeting first organized. If his ballot should be rejected, the directors voted for by him will be declared elected by the court. In such case, a

minority of the stockholders have the right to insist that after a meeting is organized the majority shall not withdraw from it and organize another meeting, at which the minority must appear or lose their rights. CORPORATIONS— REMEDY OF PLEDGOR ENTITLED TO VOTE STOCK. - A pledgor

of corporate stock who has a legal right to vote it, although it has been transferred to his pledgee on the books of the corporation, has his remedy in equity to compel a proper transfer, or to require the pledgee to give a proxy. CORPORATIONS - ELECTION OF DIRECTOR. — It is essential to a valid election of a director of a corporation that he receive the vote of a majority of the subscribed capital stock. If he receives the vote of a minority only of such stock, his election will be set aside, and a new election ordered.

CORPORATIONS-DIRECTORS-QUALIFICATIONS. - One who does not appear

to be a stockholder upon the books of the corporation is not eligible to vote stock or hold the office of director therein, although he may be entitled to the legal title to the stock voted. CORPORATIONS-STOCKHOLDER REMEDY OF ASSIGNEE OF STOCK. An assignee of stock who is entitled to have his transfer recorded on the corporate books may, in equity, compel the corporation to record it, or he may compel his assignor to give him a proxy; but until this is done, he is not a stockholder, so as to be entitled to vote the stock or hold the office of director.

CORPORATIONS — Stockholder, WHO 18. — One is a stockholder in a corporation only when he holds shares on the books of the company, and not when he merely holds the certificate of such shares.

CORPORATIONS - QUALIFICATIONS OF DIRECTOR. — AN ASSIGNEE OF STUCK who appears as a stockholder on the corporate books is qualified to vote the stock and hold the office of director, although the transfer was made to him for the sole purpose of so qualifying him. CORPORATIONS-STOCKHOLDER.- UNRECORDED TRANSFER OF STOCK in a corporation is not valid for any purpose, except as between the parties, and until such transfer is made on the corporate books, the person in whose name the stock there appears will continue to be a stockholder, for the purpose of voting the stock, or of being eligible to the office of director.

A. C. Davis, B. F. Spaulding, and Benton and Amidon, for the appellant.

Edwin O. Faulkner, S. G. Roberts, and A. W. Edwards, for the respondents.

CORLISS, C. J. On this appeal we are asked to review the judgment of the district court in summary proceedings, instituted under section 2932 of the Compiled Laws, to determine the rights of certain persons to the offices of directors of the Argus Printing Company, a corporation. This statute provides that upon the application of any person or body corporate aggrieved by any election held by any corporate body, or any proceedings thereof, the district judge of the district in which the election is held must proceed forthwith summarily to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. This appeal must be decided as we determine which of two persons had the right to vote 546 shares of stock. The total amount of stock which had been issued at the time of the meeting to elect directors was 570 shares. At this meeting A. W. Edwards voted these 546 shares of stock for the following directors: A. W. Edwards, H. C. Plumley, M. R. Flint, Alexander Griggs, and William A. Stevens. At the same time and place one E. O. Faulkner voted these same shares for Alexander Griggs, W. A. Stevens, B. F. Spaulding, H. C. Plumley, and E. O. Faulkner as directors. In whom was the right to vote this stock? The stock at one time was the property of A. W. Edwards. For the purpose of securing a debt which he owed to J. J. Hill, this stock, with ten other shares, was transferred upon the corporate books to E. O. Faulkner, confidential clerk of Mr. Hill. Certificates representing the total number of shares, 556, were issued directly to Mr. Faulkner, the same being signed by Mr. Edwards as president of the company, the old certificates held

by Edwards being canceled. The stock, therefore, stood on the books of the corporation in the name of E. O. Faulkner.

Where there has been no transfer of the stock on the books of the corporation, a pledgee of such stock may not vote it. The beneficial ownership is still in the pledgor, and the records of the corporation still show him to be a stockholder. In none of the cases cited in which the right to vote was adjudged to be in the pledgor instead of the pledgee had there been a record of the transfer made: See McDaniels v. Flower Brook Mfg. Co., 22 Vt. 274; In re Barker, 6 Wend. 509; Ex parte Willcocks, 7 Cow. 410; 17 Am. Dec. 525; Strong v. Smith, 15 Hun, 222.

We have discovered an Oregon case in which the stock stood upon the books in the name of the pledgee, but the court ruled that he could not vote it because he had no authority from the pledgor to make the transfer. This case we will refer to hereafter. In the case at bar, the stock stood in the name of the representative of the pledgee upon the corporate records. Was he a bona fide stockholder within the meaning of our statute which restricts the right to vote stock to those who are bona fide holders thereof? Comp. Laws, sec. 2931. It may be stated, in this connection, that Edwards could not vote the stock, as the stock had not stood in his name on the books of the corporation for ten days prior to the election: Comp. Laws, Bec. 2931. If, then, the representative of the pledgee could not votes the shares, no election of directors could be held, for no one else had a right to vote it, and without its being represented at the election no election of directors could be had, for the reason that these shares constituted more than half of the capital stock. At all election or votes had for any pur pose, there must be a majority of the subscribed capital stock represented, etc.: Comp. Laws, sec. 2931. No person can be chosen director without a majority vote: Comp. Laws, sec. 2925. At the time the legislature employed the word “stockholders" in the section prescribing the qualification of a voter at corporate meetings, that word had acquired a definite and fixed meaning, so far as a pledgee of stock was concerned. It had been repeatedly adjudged that a pledgee of stock whose transfer was upon the corporate records was a "stockholder," within the meaning of the statute providing for the liability of stockholders for the debts of corporations. The general reasoning upon which these decisions were based was, that the pledgee with a recorded transfer was a stockholder for the purpose of receiving dividends and voting at stockholders'

AM. ST. REP., VOL. XXVI. — 41

meetings; and that he could not enjoy all of the benefits enjoyed by a stockholder without being subject to a stockholder's liability. Said the court in National Bank v. Case, 99 U. S. 628: "It is thoroughly established that one to whom stock has been transferred in pledge, or as collateral security for money loaned, and who appears on the books of the corporation as the owner of the stock, is liable as a stockholder for the benefit of creditors. We so held in Pullman v. Upton, 96 U. S. 328; and like decisions abound in the English courts, and in numerous American cases, to some of which we refer: Adderly v. Storm, 6 Hill, 624; Rosevelt v. Brown, 11 N. Y. 148; Holyoke Bank v. Burnham, 11 Cush. 183; Magruder v. Colston, 44 Md. 349; Crease v. Babcock, 10 Met. 535; Wheelock v. Kost, 77 Ill. 296; In re Empire City Bank, 18 N. Y. 199; Hale v. Walker, 31 Iowa, 344; 7 Am. Rep. 137. For this several reasons are given. One is, that he is estopped from denying his liability by voluntarily holding himself out to the public as the owner of the stock, and his denial of ownership is inconsistent with the representation he has made; another is, that by taking the legal title he has released the former owner; and a third is, that, after having taken the apparent ownership, and thus become entitled to receive dividends, vote at elections, and enjoy all the privileges of ownership, it would be inequitable to allow him to refuse the responsibilities of a stockholder." In Pullman v. Upton, 96 U. S. 328, the court said: "So in Holyoke Bank v. Burnham, 11 Cush. 183, it was decided that a transfer of stock on the books of the bank, intended merely to be held as collateral security, makes the holder liable for the bank debts. It was said that the creditor was to be considered the absolute owner, and that his arrangement with his debtor cannot change the character of the ownership." In Magruder v. Colston, 44 Md. 349, where it was held that the pledgee whose transfer was recorded was liable as a stockholder, the court said: "Stockholders are those who appear on the books of the bank as owners of shares, and who are entitled to manage its affairs, and they can only throw off the liabilities incident to that relation by transferring the stock."

That the word "stockholder," as used by the legislature, was, in the absence of any qualification of its meaning, understood by the legislature to be sufficient to embrace a pledgee with a legal title to the stock because of a transfer on the books, is clear from the provisions of section 2933 of the Compiled Laws, expressly declaring that the holding of stock by a