The weekly clarion. [volume] (Jackson, Miss.) 1863-1882, 1872-11-28
TIsHoMINGo SAVINGS INSTITUTION.
H. MASK. EFT AL.


| Does the charter of this corporation. Acts
of 1867, p. 469, confer upon it the right and
| power to loan money? and can a note made
payable to it, the consideration OF which
is loaned money, be collected by law?
| The Ist section OF the Act Incorporates
certain parties by the name of the "Tisho-
mingO Savings Institution authorizes
them To sue and be sued b. that name, and
| to have common seal.
The ID section fixes the capital stock at
100000 (since amended and increased to
| 500 000j anG makes the stockholders indi :
vidualiy liable to the creditors TO the extent
! only OF their stock.
The Bird section prescribes the mode of
organization and authorizes the three Trus-
tees to make rules aud regulations for the
government of the business affairs Of the
corporation; provided, the same shall be
in accordance with the constitution and
| laws"
The Ash section authorizes the Company
to receive deposits of gold and silver, coin,
| bullion bauk notes, treasury notes &c,
! and to pay an receive such rate OF interest
| as may be mutually agreed upon by the
| Company with its customers.
The 9TH section authorizes the Company
| TO Unrest its capital and profits in bonds,
notes, bank notes, bullion, bills of exchange
or any other evidence of debt and change
the same at pleasure.
/ The 9th section regulates dividends.
The 9TH section authorizes them to hold
real estate.
The Sth section prohibits the Company
from issuing bills or notes tor circulation
and from exercising any banking privilege
whatever-but cOnters upon them the right
to deal in exchange, foreign and domestic.
These are all the powers conferred IN the
charter and among them there is no specific
grant of the power to loan money. If the
| power is granted at all, it must be under
that clause of the 5th section which author
ICES the Company to incest its capital stock
in bonds, notes, &c. Can the word Unrest
be construed to mean loan p
The question is Il grave one and not free
from doubt and difficulty. There is no
question of Jurisprudence upon which the
authorities are more uniform, than upon the
strict and rigid rules of construction APP
piled and enforced by the courts in the in
depreciation of the charters of private cor
porations.
Mr.. Sedgwick, ST.. and Com. L., p. 33S,
says: ''The uniform language of English
aud American law, is, that all grants and
privileges are to be literally construed in
favor of the public and AS against the
grantees of the monopoly, franchise, or
charter TO be strictly interpreted. Whatever
is not unequivOcally granted, IS taken ia
have been withheld. All acts of incorpora-
ton are to be taken most strongly against
the Company
Judge Cooley, Com. Law, p. 1915, is quite
as emphatic in laying down the rule, he
SAYS: mo rule is better established than
| that the charter OF interpretations are to De
construed strictly against the corpOrators
The Just presumption in every such case Is.
that the State has granted in express terms
all that it designed 10 grant at all.
The Supreme Court Of United States IN
Beatty vs. knowles 4 Pet. 16S, expresses the
rule thus: "A corporation Is strictly limi-
ted to the exercise OF those powers speclil-
cally granted, the exercise of the corporate
| franchise being restrictive of individual
rights, cannot be ex ended beyond the letter
and spirit of the act of Incorporation.
The Supreme Court of Pennsylvania III
; Penn. r. r, VS.. Canal Commrs, Il Pa. X. 3
says: corporate powers can never be
! created by implication nor extended by
construction. No privilege is granted I'm
, less it be expressed in plain and unequivoca
words testifying the intention OF the Leg
islature in manner too plain TO De under
stood.
In the construction of a charter, to he in
doubt is to be resolved, and every resolu-
ton which springs from doubt. Is against
, the corporation"
, "AmbigHities and uncertainties in th'
expressions used must operate against tht
corporation" Abb. on Corp. p. 56S 8. IL
< p. $40, p, do. 5. 80, p. 575, s.
Our own Supreme Court, while adherlns
q to the rule in all its strictneSS has engraftet
: on it Slight but beneficial mobilization
e upon no less authority than Oh. Marshal
S i'm the celebrated Dartmouth College case
k They say in Mcintyre VS.. Ingrahanl, 8
4 Miss So THE doctrine is too well settled
f to admit of controV ersy at this day. that
: corporation created by statute possesses on
lv those powers which the charter OF 1t
| creation coniers upon il. either expressly
| or as incidental to its very existence
a The rule as thus expressed authorizes Il
$ TO advance a step beyond the expresses
T. | nowers-and to sustain the exercise OF
: mower If we find its exercise TO be eSSentla
: | 70 the very existence of the corporaton.-
e | This modification of the rule Is perhap
n more fully and plainly expressed III NJ; an
- O. II r. VS.. Franks. Al Miss, p. oil. Iher
d | if is laid down thus. using she words OF Tn
Kenf in OK. Comm. D. 29S. "A corpora
Il ZION possesses only the powers ana capaci
d ties which are specially granted by the Ac
o of incorporation. and such rs are necessaT
: to carry into effect the powers eXpressl
Trantad. and hence i. can make only sue
: Contracts as are connected with the purpos
for which it was created. and when ar
necessary either directly or indirectly Z
answer that end" These authorities hllS !
Is he increased indefinitely, but they prescrio
= with sufficient certainty, safe ana CONSIST
De emf rule of constructions.
: The corporation established by this char
e ter is not bank in the general sense OF Una
a term it is not even R SdrtHgS bd'"' Jul
20 a Sayings Institution.
d The Word .'bank'' is only used in til
l. charter in the Sth Section, aud then ohiy
impase and express prohibition against I'll
exercise of banking powers.
D. While it is sufficiently apparent that TN
nj Legislature meant to exclude the idea thi
d, they were creating bank. yet it cannot {
denied that several of the powers speeIIca
" Granted, are in their nature oanklh
or nowsers. and such as all banks. by virtue
We their corporate existence as banks, may law
oil fully exercise. The powers granted 20 r
". ceiye deposits. to traffic in money 10 mar
e. investments in public securities, ana
TT deal in exchange, are of this nature ~
al are to give a literal effect t. the promo
ne ton OF barking privileges contained "a u
t Sth Section; there the exercise OF All tue
S powers would be prohibited Ihls COZ
of struction would stultify the Legislature an
E. make the works of their hands nuiIiGy.-
n While. therefore, constituting the corporaslo
IL created by this charter not in its geher
and broad sense q bank, but as SaVln'
Institution, with the right conferred Dy
charter. to exercise certain banking power
IS we are bound to construe the prohib1I ION
C. the 2th Section. The Section would the
e read. @shall not have power to exercise al
h, banking privilege, except those herein spec
W. fed" -,
b. The construction under the general rul
heretofore reverted to goes to the extren
est verge in favor of the corporations alloS
able under these rules-and indeed Wou
be excluded under strict enforcement
,as them.
ia While the Legislature has used the wor
"SayinRs Institution" instead OF the Wor