10 Burnham r. Strafford County Sav. Bank, 5 N. H. 446; Hoereth v. Franklin Mill Co. 30 Ill. 151; Thatcher v. West River National Bank, 19 Mich. 196; and see Coulter v. Trustees etc. 29 Md. 69.

11 Virginia etc. Steam Nav. Co. v. United States, Taney, 418.

12 Northwestern Distilling Co. v. Brant, 69 Ill. 658.

13 Fort Wayne v. Jackson, 7 Blackf. 36; African Soc. v. Varick, 13 Johns. 38; Trustees v. Reneau, 2 Swan, 94.

14 Northwestern Distilling Co. v. Brant, 69 Ill. 658.

15 Rex v. Morris, 2 Ld. Raym. 1238.

16 Bradford v. Water Lot Co. 58 Ga. 280.

17 Britton v. Gradon, 1 Ld. Raym. 117. But see Healings v. Mayor etc. Cro. Car. 574; Sherman v. Proprietors etc. 11 Mass. 338.

18 Reg. v. West, 2 Eng. Railw. C.613; Rex v. Patrick, 1 Leach Cr. Cas. 253. But see People v. Potter, 35 Cal. 110.

§ 31. Change of corporate name.-Where a name is given in the act of incorporation, this cannot be changed by the act of the corporate body. The corporate name can be changed only by the same power by which the corporate body has been created.2 It is effected by changing the articles of incorporation, and the best evidence of the change is the articles themselves; parol evidence is not primarily admissible. The identity of a corporation is not necessarily destroyed by a change of its name; and a mere change of name by the legislature, without altering the corporate powers, does not affect third persons, provided the identity of the corporation be shown.5

1 Shackleford v. Dangerfield, Law R. 3 C. P. 307.

2 Reg. v. Register etc. 10 Q. B. 389; and see Morris v. St. Paul etc. R. R. Co. 19 Minn. 528.

3 Chicago etc. R. R. Co. v. Keisel, 43 Iowa, 39.

4 Girard v. Philadelphia, 7 Wall. 1. See Episcopal etc. Soc. v. Epis copal Church etc. 1 Pick. 372; Wardens etc. v. Hall,22 Conn. 125; Cahill v. Bigger, 8 B. Mon. 211; Water Lot Co. v. Bauk of Brunswick, 53 Ga. 30.

5 Rosenthal v. Madison etc. Road Co. 10 Ind. 358. And see Dean v. La Motte Lead Co. 59 Mo. 523; Wallace v. Loomis, 97 U. S. 146.

§ 32. Right to exclusive use of name.-A corporate name is a necessary element of the existence of a corporation, and the right to its exclusive use will be protected to the same extent, and upon the same principles, that individuals are protected in the use of trade marks.1

And courts of equity may afford relief in such cases, on the ground of the injury to the party aggrieved, and the imposition upon the public, independent of the question whether there is any fraud or evil intent.2 But an injunction will not lie at the suit of a corporation, to restrain persons from adopting and using the same corporate name, if the complainant has a remedy at law.3

1 Newby v. Oregon etc. R. R. Co. Deady, 609. And see Ex parte Walker, 1 Tenn. Ch. 97.

2 Holmes v. Holmes etc. Manuf. Co. 37 Conn. 278.

3 London etc. Soc. v. London etc. Ins. Co. 11 Jur. 938.

§ 33. Corporate place or residence.-The place of residence of a corporation is the place where its principal office is located, or where its principal operations are carried on;1 where the profits come home to the members, whence orders emanate, and where the chief officers are to be found.2 In legal contemplation, a railroad corporation resides in the counties through which its road passes, and in which it transacts its business; 3 or in the county or town upon the line of its road where its principal office and the center of its business operations are situated.4 A private corporation is a resident, subject, or citizen of the state in which it is created, irrespective of the residence of its members.5 It can have no legal existence beyond the boundaries of that state, but must dwell there, and cannot migrate to another sovereignty. But it may act and contract and carry on business by a duly constituted agent, in another state or sovereignty, having a regard to the laws of such other state. This right to carry on business, etc., in another state, is based upon the comity between the states, and is a voluntary act of the sovereign power; 8 when contrary to good policy, or when prejudicial to the interests of the state, the comity ceases to be obligatory.9 Corporations have no status in states, as citizens of the state creating them.10 They are creatures of local law, and have not even an absolute right of recognition in other states, but depend for that and for

the enforcement of their contracts upon the assent of such states, which may be given on such terms as the states may respectively prescribe.11 But the right to prescribe terms, or impose conditions, will not authorize the exclusion or regulation of foreign corporations engaged in interstate commerce. 12 And a corporation which has a legal existence in any one state can sue in the federal courts of any other state.18 Foreign corporations, including those created by foreign governments, are allowed by the comity of states to come into the District of Columbia, open offices for the transaction of business, and make contracts upon which they may sue or be sued in the courts of the district, provided the contract is made there, and all the circumstances attending its alleged violation occur there.14 A corporation chartered by two states, having property in both, will be treated as a domestic corporation by each state to the extent of its property in that state, and as a foreign corporation with respect to the property out of the state. 15 The word "resident in statutes relative to remedies, taxation, etc., generally includes corporations created by and carrying on business within the State.16

1 Hubbard v. Nat. etc. Ins. Co. 11 How. Pr. 149; Glaize v. So. Car. R. R. Co. 1 Strob. 70; Thorn v. Cent. R. R. Co. 2 Dutch. 121.

2 Adams v. Great Western Railw. Co. 6 Hurl. & N. 404; and see Land Grant Railw. Co. v. Coffey Co. 6 Kan. 245.

3 Richardson v. Burlington etc. R. R. Co. 8 Clarke, 260; Toledo etc. R. R. Co. v. Milligan, 52 Ind. 505; and see Buffalo etc. R. R. Co. v. Su. pervisors etc. 48 N. Y. 93.

4 Conn. etc. R. R. Co. v. Cooper, 30 Vt. 476; and see Androscoggin etc. R. R. Co. v. Stevens, 28 Me. 434; Southwestern R. R. Co. v. Paulk, 24 Ga. 356.

5 St. Louis v. Wiggin's Ferry Co. 40 Mo. 58r.

6 Bank of Augusta v. Earle. 13 Peters, 519; Farnum v. Blackstone Canal Co. 1 Sumn. 47; Camp v. Byrne, 41 Mo. 525; Matthews r. Theolog. Seminary, 2 Brewst. 541; Evans v. Monot, 4 Jones Eq. 231; New Or leans etc. R. R. Co. v. Wallace, 50 Miss. 244; Gill v. Ky. etc. Min. Co. 7 Bush, 635: Lathrop v. Union Pacific Railw. Co. 1 McAr. 234.

7 Day v. Newark India Rubber Co. 1 Blackf. 629; Ohio etc. R. R. Co. v. Wheeler, 1 Black. 286; Wright v. Bensly, 11 Ind. 398; Ormsby v. Vt. Copper etc. Co. 55 N. Y. 623; Hadley v. Freedman's Savings etc. Co. 2 Tein. Ch. 122.

8 Newburg Petroleum Co. v. Weare, 27 Ohio St. 343; Baltimore etc. B. R. Co. v. Glenn, 23 Md. 287; Williams v. Creswell, 51 Miss. 817.

9 Paul v. Virginia, 8 Wall. 168; Smith v. Alvord, 63 Barb. 415; Second Nat. Bank v. Lovell, 2 Cin. (Ohio) 397; Carroll. City of East St. Louis, 67 Ill. 568; Ducat v. Chicago, 48 id. 172; Merrick v. Van Santvoord, 34 N. Y. 208, 217; Doyle v. Continental Ins. Co. 94 U. S. 535. See Hartford Fire Ins. Co. v. Doyle, 6 Biss. 461.

10 Myers v. Manhattan Bank, 20 Ohio, 283: Ducat v. Chicago, 48 Ill. 172.

11 West. Union Tel. Co. v. Mayer, 28 Ohio St. 521; Liverpool Ins. Co. v. Massachusetts, 10 Wall, 566; Lambv. Lamb, 13 Bank. Reg. 17; Home Ins. Co. v. Davis, 2.) Mich. 238; Farmers etc. Ins. Co. v. Harrah, 47 Ind. 236; Insurance Co. v. Morse, 20 Wall. 445; Doyle v. Continental Ins. Co. 94 U. S. 535; Indiana v. Am. Express Co. 7 Biss. 230; State v. Fosdick, 21 La. An. 434; Slaughter v. Commonw. 13 Gratt. 767; Northwest. Ins. Co. v. Overholt, 4 Dill. 287; Miluor v. N. Y. etc. R. R. Co. 53 N. Y. 363; County of Alleghany v. Cleveland etc. R. R. Co.51 Pa. St. 228; Bellows v. Todd, 39 Iowa, 209; Phoenix Ins. Co. v. Cominonw. 5 Bush, 68; Wood Mowing Machine Co. v. Caldwell, 54 Ind. 270.

12 Pensacola Tel. Co. v. West. Union Tel. Co. 96 U. S. 11, 13; and see Reading R. R. Co. v. Pennsylvania, 15 Wall. 232; City of Council Bluffs v. Kansas etc. R. R. Co. 45 Iowa, 338; Almy v. State of California, 24 How. 169; State v. Carrigan, 39 N. J. L. 35. But see Am. Union Ex. Co. v. St. Joseph, 66 Mo. 675.

13 Nat. Park Bank v. Nichols, 4 Biss. 315; Ex parte Schollenberger, 96 U. S. 369; Railway Co. v. Whiton, 13 Wall. 270. See Pomeroy v. N. Y. etc. R. R. Co. 6 Blatchf. 105; Myers v. Dorr, 13 id. 22; McCoy v. Washington County, 3 Wall. Jr. 381; West. Union Tel. Co. v. Dickin. son, 40 Ind. 444; 13 Am. Law Reg. 295.

14 Weymouth v. Washington etc. R. R. Co. 1 McAr. 19; and see Liv. erpool Ins. Co. v. Massachusetts, 10 Wall. 566.

15 State v. Northern Cent. Railw. Co. 18 Md. 193. See Ohio etc. R. R. Co. v. Wheeler, 1 Black, 286; Sprague v. Hartford etc. R. R. Co. 5 R. I. 235.

16 Louisville etc. R. R. Co. v. Letson, 2 How. 497; N. Y. etc. R. R. Co. v. Shepard, 5 McLean, 455; and see Bank of Ga. v. Gibson, 11 Ga. 453. Compare Sherwood v. Buffalo etc. R. R. Co. 12 How. Pr. 136.

§ 34. Organization.-The life of a corporation dates from its organization, and not from the time it begins to do business. And the words "organize" and " organization mean the election of officers constituting the body complete for the transaction of its business.2 Provisions of a charter, relative to the steps to be taken to organize, should receive a liberal interpretation. If all the requirements of the charter are observed, though not in the order prescribed, the organization is sufficient. The production of the corporate books, showing the election of officers, is, prima facie, sufficient to show a compliance with statutory prerequisites, and that the corporation has an existence.5 If a company has been in operation unquestioned for several years, due organization is presumed. The regularity

(

of the proceedings taken to organize a corporation cannot be questioned collaterally; as by way of defense to an action by a railroad company to recover an unpaid balance of subscription to the capital stock;8 or by way of defense to proceedings instituted by the company to acquire lands for its road;9 r upon a bill to enjoin the company from constructing its road.10 And the legislature has power to cure any defect in the organization of a corporation formed under a general act.11 Where a corporation is formed, or attempted to be formed, under a general law which provides that, before such corporate body shall commence business, a certificate of the purposes of the organization shall be filed in certain public offices, such filing is a necessary prerequisite to relieving the corporators from individual liability.12

1 Hanna v. International Petroleum Co. 23 Ohio St. 622. Compare Vt. Cent. R. R. Co. v. Clayes, 21 Vt. 30; Stoops v. Greensburg etc., Plank Road Co. 10 Ind. 47; Brouwer v. Appleby, 1 Sand. 158.

2 New Haven etc. R. R. Co. v. Chapman, 38 Conn. 56.

3 Judah v. American etc. Ins. Co. 4 Ind. 333.

4 Eakright v. Logansport etc. R. R. Co. 13 Ind. 404. Compare Miljer v. Wild Cat Gravel Road Co. 57 Id. 241.

5. Ryder v. Alton etc. R. R. Co. 13 Ill. 516.

6. Agricultural Bank v. Burr, 24 Me. 256; and see Bank of U. S. v. Lyman, 1 Blatchf. 297: 20 Vt. 666; Stockton etc. Gravel Road Co. v. Stockton etc. R. R. 45 Cal. 630.

7. Doyle v. Peerless Petroleum Co. 44 Barb. 239; Aurora etc. R. R. Co. v. Miller, 56 Ind. 88; Daunenbroge Min. Co. v. Barrett, 26 Cal. 286; § 21 ante.

8 Swartwout v. Mich. etc. R. R. Co. 24 Mich. 389.

9 Aurora etc. R. R. Co. v. Miller, 56 Ind. 88.

10 Aurora etc. R. R. Co. v. Lawrenceburg, 56 Ind. 80.

11 Goodrich v. Reynold, 31 Ill. 490; Syracuse City Bank v. Davis, 16 Barb. 188; Kanawha Coal Co. v. Kanawha etc. Coal Co. 7 Blatchf. 391; St. Louis R. R. Co. v. Northwestern St. Louis Railw. Co. 2 Mo. App. 69. See Blanchard v. Kaull, 44 Cal. 440.

12 Bigelow v. Gregory, 73 Ill. 197; and see Indianapolis etc. Mining Co. v. Herkimer, 46 Ind. 142; Abbott v. Omaha Smelting etc. Co. 4 Neb. 416. Contra, Harrod v. Hamer, 32 Wis, 162; Childs v. Smith, 46 N. Y. 34, reversing 55 Barb. 45; First Nat. Bank v. Davies, 43 Iowa, 424. The expression" constating instruments," has been employed to signify the document or collection of documents which fix the constitution of any corporation: see Green's Brice's Ultra Vires, 26, 27.