
    Maine Mutual Marine Insurance Company versus John B. Swanton & als.
    
    The by-laws of a mutual insurance company provided that any person giving an “ advance note ” should become a member thereof; and that the directors may give up any or all of the advance notes, whenever they should deem it for the interest of the company to do so. The defendants gave the company an advance note, specifying that it should be subject to assessments “ at an equal per cent, with all other advance notes.” — Held —
    1. That the assessment is to be made upon all the advance notes remaining uncancelled at the time it was made.
    2. That the signers of advance notes are liable for the full amount thereof, if required to pay the debts of the company.
    On Report.
    Assumpsit for assessments upon a note given to the plaintiffs by the defendants by their firm name, "Z. Hyde & Co.” The defendants claimed that the assessments were void because " advance notes” had been cancelled before these assessments were made. The case is stated in the opinion.
    
      Shepleij & Dana, for plaintiffs.
    
      Gilbert, for defendants.
   The opinion of the Court was drawn up by

GtOODenow, J.

This action is assumpsit, founded on a noté given by the defendants to the company, dated Eeb. 27th, 1856, by which note, for value received, they promise to pay the plaintiff company, or order, fifteen hundred dollars, in two months after demand, with interest after payable. On this note there are two indorsements of payments. It is admitted that a demand on the defendants was duly made by the plaintiffs, previous to the commencement of the suit, and that the defendants constituted the firm of "Z. Hyde & Co.,” when the note was given. Upon the giving of this "advance note,” the defendants became members of the corporation and subject to the provisions of its by-laws. The fifth section of the by-laws gives authority to the directors to cancel and give np any or all of the advance notes whenever they shall deem it for the interest of the company to do so. The receipt given by the plaintiffs to the defendants, Feb. 27, 1856, states that the note shall be subject to assessments "at an equal per cent, with all other advance notes.” This must be taken in connection with the authority given to the directors to cancel and surrender advance notes when they should deem it for the interest of the company to do so. " All other advance notes” must be construed to mean all other notes remaining uncancelled at the time of the assessment. The undertaking of the makers of these advance notes was, that each would pay the full amount of the note signed by him, if required to meet the losses and legal claims against the company.

By section 4 of the by-laws, all the corporate powers of the company were vested in a board of directors.

There must be judgment for the plaintiffs.

Tenney, C. J., Bice, May, Davis and Kent, JJ., concurred.  