Page:Federal Reporter, 1st Series, Volume 3.djvu/747

 740 FEDERAL REPORTER. �corporations shall be secured by individual liability of the stockholders to an additional amount equal to the stock owned by each stockholder, and by such other means as shall be pro- vided by law." Cases undoubtedly arise where the provision of a constitution operates immediately, as -when the object is to Buppress an existing evil; but when the provision pointa to something more to be done, and looks to some future time for the accomplishment of what is required, the general rule is that it contemplates legislation to carryit into effect. Power is plainly given to the legislature in this case to pass laws to render stockholders individually liable for the debts of the corporation, and it doubtless makes it their duty to do so ; but it by no means foUows that the stockholder is made liable where there is no statute creating such liability, or prescrib- ing the means or mode of its enforcement. Beyond doubt it looks to legislation, nor does it contain a word to justify the conclusion that the framers of the provision supposed that they were completing the end in view, as no attempt is made to provide any other means for its accomplishment thau legisla- tion. Graves v. Slaughter, 15 Pet. 449, 500. Even if the rule would be otherwise, in case the legislature had failed to comply with the constitutional mandate, still it is clear that the statutes passed in fulfilment of that requirement consti- tute the unmistakable rule of decision, and furnish the only basis of Judicial action. Fusz v. Spaunhorst, 67 Missouri, 256, 269; Railroad v. Buchanan, 39 Missouri, 485, 489; French v. Teschemaker, 24 Cal. 618, 539. �Stockholders are not in general liable at common law for the debts of the corporation ; nor are they in any case, unless where there has been a fraudulent conveyance of trust prop- erty, or where they are indebted to the corporation on account of stock subscribed which remains unpaid, or where there haa been a dividend in liquidation or other distribution of the cap- ital stock among the members, leaving the ereditor unpaid, or where the stockholders are made liable by some explicit act of the legislature. Oray v. Cojin, 9 Cush. 192, 199 ; Thompson on Liability of Corporations, § 14. Statutes providing such a liability create a new right and impose a new obligation ; ����