Page:Federal Reporter, 1st Series, Volume 5.djvu/754

 742 FEDERAL REPORTER. �pany ; and a corporation of this character, so far as its acts are concerned, speaks through the record of its proceedings. That record is, "A meeting of stockholders, Kenton Furnace Eailroad Manufacturing Company, was held," etc., and then foUows the election of directors. Then there is a record of a meeting of the board of directors, in which ofBcers were elected. On the same day there was an adjourned meeting of the stockholders, at which Damarin, EUis, and MoAlpin were present, and at which the foUowing resolution was adopted : "Whereas, the real estate belonging to the company is in fact of the value of $60,000 ; and, whereas, there is now on hand, undistributed, upwards of §15,000 of the surplus earnings of the company; and, whereas, the present capital stock of the company, issued and held by the stockholders, is but $50,- 000, in which the real estate of the company is represented at but $25,000: Now, therefore, for the purpose of truly representing the value of the assets and property of the com- any which constitutes its capital in the stock thereof, be it resolved, that the board of directors be and they are hereby instructed to cause to be issued certificates of capital stock to the additional amount of $50,000, making the aggregate issue $100,000, to be divided among the present stockholders in proportion to the amount held by each." On the same day, at an adjourned meeting of the board of directors, at which Ellis, Damarin, and McAlpin were present, the following res- olution was adopted: "That the president and secretary are hereby instructed to issue new certificates for fully paid-up capital stock, namely, $100,000, in accordance with the res- olution this day passed by the stockholders, and that the old certificates be returned and destroyed." �It is claimed that the evidence shows that by virtue of these two resolutions the officers issued to the several stockholders certificates, in pursuance of the provisions of these resolutions, for a fully paid-up stock. And it is claimed by the defendants that, this haviug been done, the plaintiff in this case, the cor- poration, is estopped from now maintaining this action against them, and compelling them, in the face of this action of the stockholders and of the board of directors and of the officers, to ����