A corporation may be formed either by the grant of a special charter, where such a course is permissible, or by incorporation under a general law. A bank formed under a special act becomes, by implication, a corporation, although the term is not applied to it in the act.1 A special authority or franchise given trous. A case which, when read between the lines, shows the evils of this system is Cushman v. Carver. 51 111. 509. One banter wrote to another to send him the balance due him at the other banker's in bills of certain kinds. He evidently did not know that some of those bills were likely to depreciate. The other banker, who seems not to have had a fine sense of honor, or perhaps it had become debauched through contact with wild-cat money, gathered a lot of the bills which had depreciated after receipt of the letter and sent them. The first banker received the package, but let it lie unopened for a week, and it was held he could not recover because it was a great act of negligence to wait one week!

3 A private banker is not a corporation.

1 People v. Marshall, 6 111. 672; Bank of Michigan v. Williams, 5-Wend. 480. There are a number of other cases to the same effect.

2 Such delegation has always been upheld whenever attacked.

1 Mahoney v. State Bank, 4 Ark. 620.

2 Williams v. State, 23 Tex. 264 3 See Sec. 31, post.

4 International Trust Co. v. International Loan & Trust Co., 153 Mass. 271; In re Bank of Attica, 12 N. Y. Supp. 648. State banks cannot call themselves national. Sec 5243, Rev. Stat U. S.

5 Atterbury v. Knox, 4 B. Mon. 90.

6 People v. Oakland Co. Bank. 1 Doug. 282. But this defense is not pleadable to the cashier's bond. Morehead Banking Co. v. Tate, 30 & E. R. 341.

7 Armstrong v. Second Nat. Bank, 38 Fed. R, 883. The decision is wrong because it would deny to a national bank the right to have a clearing agent.

8 See 1 Thompson on Corp., sec. 1235.

9 Reese v. Bank of Mont. Co., 31 Pa. 78. See Gray v. Portland Bank, 3 Mass. 364.

10 It seems to be held in an old case that the capital stock must be paid in money (King v. Elliot, 5 Smedes & M. 428), where a creditor of the bank garnished a stockholder for his unpaid subscription. See on the general proposition, Moses v. Ocoee Bank, 1 Lea, 398; Marr v. Bank of West Tennessee, 4 Lea, 578 ject and the doctrine of payment "in money's worth " is held in the particular jurisdiction, there seems to be no reason why payment for the capital stock should not be made in property, provided such property was proper for use in the business.11 The statutes usually require the issuance of a certificate by proper authority where the organization is made under general laws, which certificate is always evidence of due incorporation, but it will be seen that it is not the only evidence thereof.12 The effect of the failure to issue a certificate will be noticed in a later chapter.13