Page:North Dakota Reports (vol. 1).pdf/465

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IN RE ARGUS PRINTING CO.
441

but the certificate was absolute in its terms, and he was described therein as owner. He so appeared upon the proper books of the corporation. Under such a title, he had power to render the security available by sale to satisfy the debt on default of payment, and until the debt was satisfied he was the one interested in protecting the property represented by the shares from diversion by liens or preferences improperly created. The company ‘had a right of redemption, and so had an equitable interest in the stock; but upon defendant's theory they could, without redemption, overreach the legal title by creating a mortgage which, when enforced, would extinguish it, and until that event deprives it of value. Conklin had a clear interest in that matter. Except as limited by statute, no stockholder by any title could have more or greater rights, or be subjected to other liabilities. He is relieved by statute from personal liability.” This, as we have already seen, is the case in this state. ‘He would be otherwise bound for the debts of the corporation, for a creditor need in general look only for the legal title. For the same reason he had aright to vote; his character upon the books of the bank would be conclusive upon the inspectors; and whether § 17 of the act of 1848, supra, could under any circumstances, be so construed as to deprive one with such a tittle from voting, it is not necessary to inquire, for the question does not arise; but it is clear that, except for the permission given in that section, even a pledgor could not vote. It has no application to an assent required to be given in writing to a specific act of the corporation, and which, without qualification, the statute requires to be given by a stockholder. Such we have no doubt was the character of Conklin as to the five hundred shares in question at the time of the execution of the mortgage. Including these shares as part of the stock to be represented, the assent required by statute was not given, and the mortgage is of no validity.” In Hoppin v. Buffum, 9 R. L. 513, the court said: “The object of the stock-book, and of requiring transfers of stock to be recorded by the corporation, is for the protection of the corporation, to enable it to know who are its members, who are entitled to dividends, and for no purpose is it more important than to enable it to know who are entitled to