ELYSV1LLE MANUFACTURING CO. VS. OKISKO CO. 399

its retention to the present time, so far as the record informs us,
and that the stock has been voted, on two occasions, by an
officer or member of the corporation of the complainant, are
acts which pre-suppose the existence of the other acts, to wit:

The authority to the president to make the subscription.

The other ground upon which the validity of this subscrip-
tion is assailed, is that the ten dollars required by the eighth
section of the charter to be paid at the time of subscription, have
not been paid.

It may be remarked, upon this objection, that it is taken by
a party who holds a certificate for the stock subscribed by him,
and has held it for upwards of two years. That, in consequence
of this subscription, and the conveyance of the property, made
by such party, the other members of the corporation have ad-
vanced large sums of money upon their subscriptions, which
sums have been expended upon the property now attempted to
be affected by the vendor's lien; and, that if the efforts of the
vendors are successful, the moneys so expended may be en-
tirely lost to the associates of the vendors. The attempt, there-
fore, as it seems to me, is destitute of any support in equity.
It appears to be quite apparent, that if these vendors had not
subscribed for the stock, and executed the deed of the 20th of
August, 1846, the other members of the corporation would not
have advanced their money. The subscription was not only
made, and the deed executed, pursuant to the agreement of the
parties, but there has been, so far as the record discloses, an
entire acquiescence on the part of the vendor, from that time
until this bill was filed, in September, 1848, and not only a
passive acquiescence, but an active participation on the part of
the vendor in the affairs of the corporation, by attending and
voting at the corporate meetings. There do not appear to be
any grounds for doubting, that until this bill was filed, the de-
fendant considered the complainant a stockholder in the cor-
poration; and, that the money of the other corporators was ex-
pended upon the faith of that conviction, and my impression
is, that conviction on the part of the defendant; was the natural
result of the conduct of the complainant.