Hugh Ryan, for the plaintiff.

David S. Rose, for the defendant.

517 CASSODAY, J. There is really no dispute in the facts. The jugglery with figures provided for in the articles of incorporation, and mentioned in the foregoing statement, may be such as to make the rights of contract holders a matter of so much uncertainty and chance as to bring the defendant under the condemnation of the statutes against lotteries and gambling, as contended by counsel for the 518 relator: Commonwealth v. Wright, 137 Mass. 250; 50 Am. Rep. 306; Wilkinson v. Gill, 74 N. Y. 63; 30 Am. Rep. 264. But the view we have taken of the case makes it unnecessary to determine that question.

Of course there can be no valid incorporation without legislative authority. As will be observed in the foregoing statement, the charter declares, in effect, that the business of the corporation "shall be to encourage frugality and economy in its members; to create, husband, and distribute funds from monthly installments, dues, or investments from its members; to purchase, take, hold, sell, convey, lease, rent, and mortgage real estate and personal property; to loan surplus accumulations; and to carry on and conduct a general investment business." But we find nothing in the articles of incorporation "to encourage frugality and economy in its members." Besides, we find no statute authorizing an incorporation for any such purpose. The same is true in regard to creating, husbanding, and distributing funds from monthly installments, dues, or investments from its members, as mentioned. The only statutory authority relied upon is section 1771 of the Revised Statutes, as amended. This statute does authorize the formation of a corporation "for buying, selling, exchanging, and dealing in all kinds of property, real or personal, or both "; but it is manifest, from the articles of incorporation before us, that the buying, holding, leasing, and selling property is not the primary object of this corporation. On the contrary, its primary and most important object is to obtain moneys from its members, and its incidental or secondary object is the disposal of the moneys after they are so obtained. If, therefore, the general scheme for obtaining the moneys is without statutory authority, then the corporation has no legal existence. So, the statute authorizes the formation of a corporation "for loaning money on secu

rities or otherwise." But "to loan surplus accumulations, and to carry on and conduct a general investment business," is 519 not the primary object of this corporation. On the contrary, and as already observed, its primary object is to first obtain the moneys from its members, and its incidental or secondary object is to dispose of moneys so obtained. If, therefore, such primary object is without statutory authority, then the whole scheme must fail. Counsel for the defendant was asked on the argument to state the real business of this corporation, and he answered that it was a "species of philanthropy." But there is nothing in the articles of incorporation to justify the conclusion that its purpose is to do good or bestow benefits upon its members-much less upon mankind in general. If it is designed to confer favors upon any persons it must be its officers and managers. Besides, the section of the statute cited does not authorize the formation of a corporation for such philanthropy.

The nearest

approach to it is the authority to form a corporation "for the establishment and maintenance of any benevolent, charitable, or medical institution, hospital, or asylum." Of course there was no authority to form this corporation under that clause.

Counsel does not claim that this corporation belongs to any of the classes of corporations specifically authorized by the section, but he contends that the formation of such a corporation is authorized by the general clause following the several specific classes mentioned, to wit, "or for any lawful business or purpose whatever, except" as therein stated. But, by a well-settled rule of construction, these general words extend only to things of a kindred nature to those specifically authorized by the section. Noscitur a sociis: Wisconsin Telephone Co. v. Oshkosh, 62 Wis. 38. That rule has been repeatedly applied by this court to numerous statutes, where general words have followed specific authority: Bevitt v. Crandall, 19 Wis. 581, 583; Edson v. Hayden, 20 Wis. 684; Morse v. Buffalo F. & M. Ins. Co., 30 Wis. 534; 11 Am. Rep. 587; Attorney General v. Railroad Cos., 35 Wis. 520 519; Campbell v. Campbell, 37 Wis. 218; Sawyer v. Dodge County Mut. Ins. Co., 37 Wis. 503; Cleaver v. Cleaver, 39 Wis. 102; 20 Am. Rep. 30; Gibson v. Gibson, 43 Wis. 33; 28 Am. Rep. 527; Kelley v. Madison, 43 Wis. 645; 28 Am. Rep. 576; Wisconsin Cent. R. Co. v. Smith, 52 Wis. 144; Blake v. Blake, 75 Wis. 343. Any other construction would enable parties,

by mere agreement, to form a corporation for any conceivable "business or purpose whatever," not in violation of law. Certainly the legislature never intended to grant such unlimited authority.

It does not appear that the relator is an elector, citizen, or taxpayer of the state, nor that he is a member of, or in any way interested in, this corporation. It is merely alleged that he is a "resident" of the city and county of Milwaukee. It may be a serious question whether a mere private person who happens to reside in the state can, as relator, maintain such an action: State v. Tuttle, 53 Wis. 45. But no such objection has been made. The question of the authority to form such corporation is so important that we deem it our duty to decide it.

By the COURT. The demurrer to the answer is sustained, and judgment is hereby directed, vacating, dissolving, and annulling the corporate existence of the defendant, and ousting it of its franchises.

IF THE PURPOSE OF A CORPORATION as disclosed in the articles is one not sanctioned by law no corporation is created thereby: See monographic note to People v. Montecito Water Co., 33 Am. St. Rep. 178, on defective formation of corporations.

GIFFORD V. HARDELL.

[88 WISCONSIN, 538.]

CHECKS-DILIGENCE AS TO PRESENTMENT.-The rule of diligence as between indorsee and indorser is the same as between payee and drawer. Hence the indorser of a check is not liable thereon if it is not presented for payment within a reasonable time after its indorsement and delivery. CHECKS-COMMENCEMENT OF REASONABLE TIME FOR PRESENTATION. —As between the indorsee and indorser of a check the period of reasonable time for presentation begins when the check is delivered to the indorsee or to his agent. CHECKS-DILIGENCE AS TO PRESENTMENT IN DISTANT PLACE.-The general rule of diligence as to the presentation of a check received in a place distant from that of the bank upon which it is drawn is, that the check must be forwarded to the latter place on the next secular day after its receipt, and be presented for payment on the day after it has reached such place by due course of mail.

CHECKS - PERIODS FOR PRESENTATION.-Each indorsee of a check is allowed the same period of time for presentation for payment, as between himself and his immediate indorser, that the payee had as between himself and the drawer.

ACTION to recover the amount of four checks protested for nonpayment. The action was against the defendant as indorser. The checks had been drawn on a Milwaukee bank, indorsed to the defendant, and by him indorsed to the plaintiff. They were delivered to the plaintiff's agent at Dousman on July 17th, who at once mailed them to the plaintiff at New Richmond. They were received on July 18th, and at once delivered to a local bank for collection. That bank had no correspondent in Milwaukee, and immediately mailed the checks to its correspondent in Chicago. From the last-named city they were forwarded to Milwaukee, but were not presented for payment until July 21st. The bank upon which the checks were drawn had failed and closed its doors at the usual hour on July 20th. If the checks had been sent directly to Milwaukee from New Richmond they would have arrived in time for presentation on July 20th, and would have been paid, if then presented, while the bank was honoring its checks. The trial court held that sending the checks by way of Chicago for collection was not the use of reasonable diligence in presenting them for payment, and directed a verdict for the defendant, and from the judgment rendered thereon the plaintiff appealed.

Ryan & Merton, for the appellant.

Warham Parks, for the respondent.

540 PINNEY, J. The same rules which exist in relation to the necessity of presentment and notice, in order to charge the indorser of bills of exchange in general, apply as well to an indorser of a check. A check on a bank is presumed to be drawn against deposited funds, and, unlike a bill of exchange, which need not be drawn on a deposit, is generally designed for immediate payment, and not for circulation. For this reason it is of greater importance than in the case of a bill that a check shall be promptly presented, and the drawer notified of nonpayment, so that he may speedily inquire into the cause of refusal, and take prompt measures to secure his funds deposited in the bank. The indorsers of bills and of checks stand on the same footing in reference to the effect of delay or failure in making presentment or giving notice of nonpayment, and are absolutely and entirely 541 discharged if presentment be not made within a

reasonable time, and this rule applies as between an indorser and indorsee, as in the present case.

It is plain from the facts that, if the bank at New Richmond had forwarded the checks direct to Milwaukee for collection, they would have been received, at the furthest, in time for presentation and payment on the 20th of July, and while the bank on which they were drawn was transact ing its usual business; and it appears that it had ample funds of the drawer with which to have paid them. The period of reasonable time for presentation, as between the plaintiff and the defendant as indorser, undoubtedly began when the checks were delivered to the plaintiff's father for him, at Dousman, Waukesha county, Wisconsin, on the 17th of July: Daniell on Negotiable Instruments, secs. 1586, 1587, and cases in notes. The drawer of a check cannot rightfully withdraw his funds necessary for the payment of it upon proper presentation, and it would be unjust to hold that, however long the holder might permit the fund to remain, it should be at the drawer's risk. Hence, the check must be presented within a reasonable time or the indorser will be discharged, and the fund is at the risk of the holder if he permits the deposit to remain. No transfer, or series of transfers, can prolong the risk of the drawer or indorser beyond this period, though each party is allowed the same period, as between himself and his immediate predecessor, that the payee had as between himself and the drawer; for no transferee can stand on any better footing than his transferor in respect to the time within which the check must be presented in order to render the drawer's or previous indorser's liability absolute in the event of the failure of the bank. Daniell on Negotiable Instruments, sec. 1595, and cases in note.

The rule of diligence as between indorsee and indorser is the same as between payee and drawer: This requires, in general, that, where the payee receives the check from the drawer in a place distant from the place where the 542 bank on which it is drawn is located, it will be sufficient for him to forward it by post to some person at the latter place on the next secular day after it is received, and then it will be sufficient for the person to whom it is thus forwarded to present it for payment on the day after it has reached him by due course of mail. When the defendant delivered the checks, properly indorsed, at Dousman, Wisconsin, on the 17th of July, he had a right to assume and expect