Page:Federal Reporter, 1st Series, Volume 5.djvu/422

 410. FEDERAL REPORTER. �Section 331 aUthorizes the diroctors of corporations to levy and collect assessments upon the capital stock for the pur- pose oi paying expenses, conducting business, or paying debts. The Btatute nowbere limits the aggregate of assessments that may be levied to the par value of the capital stock, and ithas been held by the United States circuit court for this district that an assessment may be levied upon the fuU-paid shares of a Bubscriber to stock in a bank, and his shares sold ont if the assessment is not paid. �Section 349 confera, as we have seon, the right to proceed by action to recover any delinquent, assessment; and if this power be not restricted, as I bave suggested, to cases wherein the stockholder has, by express or implied contract, agreed to pay, it will extend to ail cases of assessments levied to meet expenses or conduot' business, as well as to pay debts, and may be exercised against a stockholder who has paid his sub- Bcriptiou in full, or who has already been assessed up to the par value of his stock. This resuit, startling and absurd as it is, seems to be the necessary consequence of the construc- tion of section 349 contended for. �3. It will not be disputed that the ordinary rule which requires such a construction to be given to the provisions of a statute as will make them consistent and harmonious skould be applied to the provisions of our Code with regard to corporations. �By section 322, as amended March 15, 1876, the indi?idual liabiiity of a stockholder of a corporation is limited to such proportion of its debts and liabilities as the amount of stock or shares owned by him bears to the whole stock of the cor- poration ; and, on payment of his proportion of any debt due from the corporation, incurred while he was a stockholder, he is relieved from any further personal liabiiity for such debt. �I am unable to reconcile these provisions with a construc tion of section 349 which would give it the effect and opera- tion contended for. �The court is asked to order an assessment to be levied, in order that the assignee in bankruptcy, representing the ered- ����