Stat. 91, C. 152, Sec. 1, from which the provisions of Sec. 2319 were carried into the Revised Statutes, was "to promote the development of the mining resources of the United States." It is so expressed in its title, and such development is sought to be promoted by indicating the manner in which claims to mines can be established and their extent, and by offering a title to the original discoverer or locator who should develop the mine discovered and located, or to his assigns. At the present day, nearly all enterprises for the prosecution of which large expenditures are required, are conducted by corporations. They occupy in such cases almost all branches of industry, and prosecute them by means of the united capital of their members with increased success. In many States they are formed under general laws, by a very simple proceeding, by an instrument signed by the proposed members agreeing to thus unite themselves, stating their number, the object of their incorporation, the proposed capital, the number of shares, the period of duration and the officers under whose direction their business is to be conducted. Such a document being acknowledged by the parties and filed in certain designated offices, a corporation is created. The facility with which they may be thus formed, and the convenience of thus associating a number of persons for business have led to an enormous increase of their number. They are little more than aggregations of individuals united for some legitimate business, acting as a single body, with the power of succession in its members without dissolution. We think, therefore, that it would be a forced construction of the language of the section in question, if, because no special reference is made to corporations, a resort to that mode of uniting interests by different citizens was to be deemed prohibited. There is nothing in the nature of the grant or privilege conferred which would impose such a limitation. It is in that respect unlike grants of lands for homesteads and settlements, indicating in such cases that the grant is intended only for individual citizens.

The development of the mineral wealth of the country is promoted instead of retarded, by allowing miners thus to unite their means. This is evident from the fact that so soon as individual miners find the necessity of obtaining

powerful machinery to develop their mines, a corporation is formed by them, and it is well known that a very large portion of the patents for mining lands has been issued to corporations.

If we turn now to other provisions of the Revised Statutes we find that the conclusion which we have reached is justified by their language. Section 2321 provides as follows:

"Proof of citizenship under this chapter may consist, in the case of an individual, of his own affidavit thereof; in the case of an association of persons unincorporated, of the affidavit of their authorized agent, made on his own knowledge, or upon information and belief; and in the case of a corporation organized under the laws of the United States, or of any State or Territory thereof, by the filing of a certified copy of their charter or certificate of incorporation."

Again, Sec. 2325, in stating the manner and conditions under which a patent for a mining claim may be obtained, provides as follows:

"A patent for any land claimed and located for valuable deposits may be obtained in the following manner: Any person, association, or corporation authorized to locate a claim under this chapter, having claimed and located a piece of land for such purposes, who has or have complied with the terms of this chapter, may file in the proper land office an application for patent, under oath, showing such compliance," etc.

It will be thus seen that the statute itself assumes what one would naturally infer without reference to it, that citizens of the United States are permitted to enjoy the privilege which is granted to them in their individual capacity, though they may unite themselves into an association or corporation.

The doctrine is well established that rights with respect to property held by citizens are not lost because they unite themselves into corporate bodies. They are subsequently as able to invoke the law for the enforcement of their rights as previously, the court in such cases looking through the name in order to protect those whom the name represents. We have an illustration of this, as applied to corporations, in the construction given to the clause of the Constitution

which extends the judicial power of the United States to controversies between citizens of the States and aliens, and between citizens of different States.

In Bank of the United States v. Deveaux, 5 Cranch, 61, 87, the question arose whether a corporation composed of citizens of one State could sue in the Circuit Court of the United States a citizen of another State, and it was answered in the affirmative. In deciding the question, the court, speaking by Chief Justice Marshall, said: "However true the fact may be, that the tribunals of the States will administer justice as impartially as those of the nation, to parties of every description, it is not less true that the Constitution itself either entertains apprehensions on this subject, or views with such indulgence the possible fears and apprehensions of suitors, that it has established national tribunals for the decision of controversies between aliens and a citizen, or between citizens of different States. Aliens, or citizens of different States, are not less susceptible of these apprehensions, nor can they be supposed to be less the objects of constitutional provision because they are allowed to sue by a corporate name. That name, indeed, can not be an alien or a citizen; but the persons whom it represents may be the one or the other; and the controversy is, in fact and in law, between those persons suing in their corporate character, by their corporate name, for a corporate right, and the individual against whom the suit may be instituted. Substantially and essentially the parties in such a case, where the members of the corporation are aliens, or citizens of a different State from the opposite party, come within the spirit and terms of the jurisdiction conferred by the constitution on the national tribunals. Such has been the universal understanding on the subject. Repeatedly has this court decided causes between a corporation and an individual without feeling a doubt respecting its jurisdiction."

The doctrine of this case has been followed and is now the settled law in the courts of the United States. On the same principle, provisions of law, in terms applicable to persons, securing to them theenjoy ment of their property, or affording means for its protection, are held to embrace

private corporations. The construction given to the sixth article of the definitive treaty of peace of 1783 between Great Britain and the United States illustrates this: 8 Stat. 83. That article provided that there should be "no future confiscations made, nor any prosecutions commenced against any person or persons, for, or by reason of, the part which he or they may have taken in the present war; and that no person shall, on that account, suffer any future loss or damage either in his person, liberty or property." An English corporation held in Vermont certain lands granted to it before the Revolution, and the legislature of that State undertook to confiscate them and give them to the town where they were situated. The English corporation claimed the benefit of this article, and recovered the property against the contention that the treaty applied only to natural persons, and could not embrace corporations because they were not persons who could take part in the war, or could be considered British subjects, this court, speaking by Mr. Justice Washington, observing that the argument proceeded upon an incorrect view of the subject, and referring to the case of Bank of the United States v. Deveaux, to show that the court, when necessary, will look beyond the name of a corporation to the individuals whom it represents: Society for the Propagation of the Gospel v. New Haven, 8 Wheat. 464, 491. Many other illustrations of the doctrine might be cited.

We are of opinion that the same rule of construction should control in this case, and that, in accordance with it, Sec. 2319 of the Revised Statutes must be held not to preclude a private corporation formed under the laws of a State, whose members are citizens of the United States, from locating a mining claim on the public lands of the United States. There may be some question raised as to the extent of a claim which a corporation may be permitted to locate as an original discoverer. It may perhaps be treated as one person and entitled to locate only to the extent permitted to a single individual. That question, however, is not before us and does not call for an expression of opinion.

The objection to this construction arising from the fact that the section gives force, in the location of claims, to the

rules and customs of miners, so far as applicable, when not in conflict with the laws of the United States, does not strike us as of great weight. A corporation interested in mining may be represented by an officer or agent, at any meeting of miners called together to frame such rules and regulations in their mining district. Corporations engaged in other business are constantly represented in this way at meetings called in relation to matters in which they are interested. There is nothing in the nature of mining to prevent such a representation of a corporation, when rules to control the acquisition and development of mines are to be considered and settled.

It follows that the judgment of the court below must be reversed and the cause remanded, with directions to overrule the demurrer of the defendants, and to take further proceedings in accordance with this opinion.

1. Acts of board may be shown without their official record. Mining Co. v. Anglo-Cal. Bank, 104 U. S. 192. They may act so as to be bound, without keeping minutes of their action. Smith v. Woodville M. Co., 5 Pac. 638; 66 Cal. 398.

2. When a corporation has a general superintendent, service on the mine foreman is not good. Great West M. Co. v. Woodmas Co., 12 Colo. 46.

3. Acceptance of charter by meeting held out of State not valid. Smith v. Silver Valley Co., 64 Md. 85; 54 Am. Rep. 760.

4. Wafer good as corporate seal. St. Phillips Church v. Zion Church, 23 S. C. 297.

5. Power to impose license fee and other condition on foreign corporation. Pembina M. Co. v. Pennsylvania, 125 U. S. 181.

6.

Redemption of mine by directors who were decreed to hold in trust with allowance for expenditures. Wasatch Co. v. Jennings, 15 Pac. 65. 7. Laches in bringing suit bars complaining stockholders, and they must seek relief through the board before suing the company. Taylor v. Holmes, 127 U. S. 489.

8. A corporation working beyond its period of statutory legal existence is liable for its torts during such period. Miller v. Newburg Coal Co., 31 West Va. 836.

9. On dissolution of a corporation, each stockholder has the right to have the partnership property converted into money. Mason v. Pewabic M. Co., 133 U. S. 50. The assets are a trust fund. St. Louis M. Co. v. Sandoval M. Co., 116 Ill. 170.

10. Directors of a corporation holding over after lapse of its charter will be held to account in equity. Mason v. Pewabic Co., 133 U. S. 50. 11. Estoppel to deny corporate existence. Liter v. Ozokerite Co., 27 Pac. 690.

12.

Effect of failure to file charter. King v. National Co., 4 Mont. 1.