Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/311

 PART in.] ACTS BEYOND THE CORPORATE POWERS. [§ 320. bonds, whether he receive them directly from the town or county, or from the railroad corporation to which they may have been delivered, or take them from some prior holder in the ordinary course of business, is chargeable with notice of the statutory provisions under which they were issued. 1 More- over, that which is not a valid law can give no validity to mu- nicipal bonds which purport to be issued by virtue of it, even when those bonds have passed into the hands of bona fide holders for value. 2 favor of such action. A favorable vote was had; but before the sub- scription was made the state adopted a new constitution which prohibited such subscriptions unless paid in cash and forbade counties to loan their credit to any corporation or to bor- row money in order to take stock. It was held that the provisions in the railroad charter authorizing the commissioners to subscribe, con- ferred a power ou a public corpora- tion which could be modified by legislative authority; that the char- ter did not import a contract on the part of the state with the railroad corporation that counties should continue competent to issue bonds; and that the bonds issued after the new state constitution had gone into effect were void. Aspinwall v. Com- missioners of the County of Daviess, 22 How. 364; confirmed in Wads- worth p. Supervisors, 102 U. S. 534. Compare Supervisors v. Galbraith, 99 U. S. 214. Power to subscribe to stock in a railroad company does not confer on a municipal corporation power to issue negotiable bonds in payment, unless the power to issue such bonds is expressly or by impli- cation conferred by the statute. Kelley v. Milan, 127 U. S. 139; Norton b. Dyersberg, 127 U. S. 160; Hill v. Memphis, 134 U. S. 198; Brenham v. German Am. Bk., 144 U. S. 173. See Young v. Clarendon Township, 132 U. S. 340; Merrill v. Monticello, 138 U. S. 673. But the express power to issue bonds bearing inter- est carries the power to attach inter- est coupons. Atchison Board u. De- Kay, 148 U. S. 591. 1 Ogdena. County of Daviess, 102 U. S. 634; United States v. County of Macon, 99 U. S. 582; Anthony v. County of Jasper, 101 U. S. 693; Town of South Ottawa o. Perkins, 94 U.S. 260; McClure v. Township of Oxford, 94 U. S. 429; Ottawa v. Casey, 108 U.S. 110; Lewis v. City of Shreveport, 108 U. S. 282; Hoff v. Jasper County, 110 U. S. 53; Wood- ruff v. Town of Okolona, 57 Miss. 806; Tax Payers v. Tennessee Central R. R. Co., 11 Lea (Tenn.), 329; Potter v. Greenwich, 26 Hun (N. Y. ), 326; S. C, 92 N. Y. 662; Johnson City v. Railroad, 101 Tenn. 138. Al- though the law authorizing the sub- scription be silent on the subject, the municipality in voting may im- pose conditions on which the sub- scription is to depend. People v. Glann, 70 111. 232; see People v. Holden, 91 111. 446. 2 Post v. Supervisors, 105 U. S. 667. Whether a seeming act of the legislature is a law, is a judicial ques- tion for the court, not for the jury. lb. In Norton v. Shelby County, 118 U. S. 425, 442, Field, J., said, giv- ing the opinion of the court: " An unconstitutional act is not a law ; it 291