Spurgeon

I concur in the judgment, but I am not willing even by silence to seem to assent to the proposition, that the stock of a corporation can be made exempt from execution and practically un assessable by any possible by-laws. If the position of respondent be sustained, that has been accomplished. By this scheme the water is not made appurtenant to the several tracts of land, but the corporation stock, is thus converted into an appurtenance. Make one of the tracts a homestead, and the stock becomes at once exempt from execution, and the corporation can no longer collect assessments in the statutory mode. I do not dispute the proposition that one who purchases stock is bound by the articles and also by the by-laws, of the corporation, but in this state, where corporations are formed under general laws, such laws are themselves part and parcel of the charter of the corporation, and as such *78 are beyond the control of the corporators. They can make no by-laws which conflict with or displace these. These laws expressly make stock subject to execution for the debts of the stockholder, and authorize the directors to levy assessments. The law also provides the mode in which the assessment…

The question in this case relates to the rights of the plaintiff under a purchase of stock in the corporation de- . fendant. A demurrer was interposed to his complaint which was sustained by the court, and, declining to amend, final judgment was entered in favor of defendant. Plaintiff appeals, and the judgment-roll constitutes the record.

The complaint seems to have been drawn, and as we think wisely, with the object of presenting squarely the legal questions involved in the case, and which, whether so presented or not, must necessarily be met and decided sooner or later in its progress. It appears from such complaint that defendant is a corporation organized and existing under and by virtue of the laws of the state of California.

Among the purposes of the corporation, as expressed in its articles of incorporation, are the following:

The following of the by-laws and rules of defendant are set out:

Each of the certificates of stock issued by defendant, after setting forth date, number, name of stockholder, number of shares, etc., contained the following words:

Here follows in each certificate description of land owned by the party named in the certificate, or by his…

I dissent, and think that the judgment should be affirmed. There is nothing in the articles of incorporation or the by-laws that is unconstitutional, in conflict *79 with general laws, or for any reason invalid; and, in my opinion, the charter and by-laws clearly provide that there shall be no ownership of shares of stock in gross—that is, an independent ownership attached to the person, and not by virtue of ownership of specific land. By-laws bind the company—the body corporate—as well as the stockholders; and the corporation cannot sever the shares of stock from the land described in them by the device of a sale for assessments any more effectively than it could do so in any other way. It could collect assessments by suit; but, if it undertakes to dispose of the shares assessed at forced sale, the purchaser takes them impressed with the character given them by the charter and by-laws; and if, with that character, they are not valuable to him, he has simply made a bad bargain with his eyes open.