McGowan v. McDonald

Citations

• 111 Cal. 57

Syllabus

<p>-Corporations — Banks — Liability of Stockholders — Constitutional Law.—The stockholders of a banking corporation organized under the constitution of 1849 could not be exempted by statute from individual and personal liability for any portion of its debts and liabilities; and section 27 of the act of April 11th, 1862, in so far as it attempted such exemption, is in conflict with section 36 of article IV of the constitution of 1849, and could have no validity or effect.</p> <p>Id. —Validity of Incorporation—Independent Provisions of Statute. An unconstitutional exemption of the stockholder of a banking corporation from individual and personal liability, is an independent provision, not in its nature and connections essential to the general object anil scope of the act of 1862 for the formation of banking corporations, and may be stricken out without prejudice to the other portions thereof, and does not vitiate the other portions of the act, or affect the validity of corporations formed under its provisions.</p> <p>Id.—Power to Change Law as to Liability of Stockholders—Obligation of Contracts.—The constitution of 1849, having provided that all general laws and special acts for the- formation of corporations might be altered from time to time or repealed, the legislature and the people of the state had power to change the law as to the liability of stockholders, without violating the provision of the constitution of the United States prohibiting the impairment of the obligation of contracts.</p> <p>Id.—Change of Constitution—Civil Code—Incorporation Prior to Code.—-A banking corporation organized under the law of 1862, is subject, as respects the liability of its stockholders, to the provisions of the new constitution of 1879, and also to the provision of the civil code on that subject, although such corporation did not elect to continue its-existence under the code.</p> <p>Id.—Liability of Stockholders of Savings Banks—Exemption—Power of Legislature.—Neither the c