If the association is unincorporated, each of the members of it is liable for all notes issued while he was a member.1 This liability is not, it seems, varied by an express notice that the terms of the partnership are otherwise, nor by prior notice to all creditors that by becoming creditors they disavow any recourse upon the associates.2 Stockholders in a corporation must be made liable for anything beyond their subscription by the charter or statute.3 If the liability be to the extent of the par value of the stock held by the stockholder, it is in proportion to the number of shares held,4 but if all the shares are not issued it will be in proportion to the issued shares.5 The liability arises whenever the bank refuses to pay its notes or is notoriously insolvent.6 A perpetual injunction against the bank's doing business dissolves the charter of the bank,7 but the liability survives the dissolution of the charter,8 and the liability extends in favor of those who took the bills after the expiration of the charter.9 There must first be an exhaustion of the assets, including the state deposit, of the bank,10

32 Central Bank v. Empire Stone Co., 26 Barb. 23.

1 Riggs v. Swan, 3 Cranch, C. C. 183.

2 Riggs v. Swan, supra, and Hess v. Werts, 4 S. & R. 356, semble. See Sec. 13, ante.

3 This must be understood in connection with Sec. Sec. 48, 58, 59,63 et seq., ante.

4 Lane v. Harris, 16 Ga. 217; Ad-kins v. Thornton, 19 Ga. 325; Wis-well v. Starr, 48 Me. 401. And see the sections ante cited in last note.

5Wiswell v. Starr, 48 lie. 401. This question could not arise where the whole capital was required to be subscribed and paid in.

6Terry v. Tubman, 92 U. & 156; and see Sec. 71, ante.

7Wiswell v. Starr, 48 Ma 401; Dane v. Young, 61 Me. 160. This is sometimes a substitute for a judgment of dissolution.

8 Thornton v. Lane, 11 Ga. 459; Robinson v. Lane, 19 Ga. 337.

9Crease v. Babcock, 10 Met. 525. But there is no liability for interest unless the bank is insolvent, but a return of nulla bona is said not to be conclusive against the stockholders.11 But if the bill holder fails to present his claim to the bank receiver, he can recover from the stockholders only the amount remaining after deducting; what he would have received had he presented his claim.12 If stock is owned by the bank it does not increase the liability of the stockholders.13 The stockholders, unless made jointly liable by statute, are severally liable;14 and it was held in one state that a stockholder's voluntary redemption of notes was a payment of his liability pro tanto15 but this cannot be correct.16 Where the directors are also made liable for the notes of the bank, the liability of the stockholders is not thereby made secondary to that of the directors.17 On the theory of a joint liability the release of a director was held to release the stockholders.18

10Toucey v. Bowen, 1 Biss. 81; Crease v. Babcock, 10 Met. 525. Under a different system, see Hatch v. Burrows, 1 Woods, 439. Sometimes the liability accrues upon in but this action is generally in equity.3 There is no limitation upon the action while the notes are in circulation,4 but it has been unadvisedly said that after the notes have ceased to circulate the rule is different.5 The proper rule is that the statute should begin to run from a demand,6 and a failure of the bank dispenses with a demand;7 yet it is not sufficient to put the statute in motion.8 Where the notes are payable generally it is not necessary to allege a demand at the banking house or at all,9 although if they are payable at the banking house it is necessary to allege a demand there.10 Failure of the bank,11 as just stated, or a state of war preventing a demand,12 dispenses with the necessity. The proper party plaintiff is the owner of the bills, though he holds them as trustee,13 and the proper party defendant is the bank. If it be a suit to hold the stockholders, the proper parties must be determined according to the rules stated in a former section.14 In pleading upon the banknotes it is not necessary to describe the notes by their numbers nor letters,15 nor dates, nor where payable,16 but they must be sufficiently described to show that the bank issued them.17 If the notes are alleged to be destroyed it is doubtful whether such a description would be sufficient.18 Certainly in proof the contents should be proven by something more than the aggregate amount.19 Since the liability of the stockholders or directors, as engaged in the corporation, arises from the charter, it must be proven,20 unless the court takes judicial notice of the existence of the charter.'21 It is not a matter of defense against note-holders, either in pleading or proof, that the organization was not properly made by paying the capital stock in full, either on behalf of the bank or its stockholders.22 It has been said that if the noteholder took the notes with the agreement that they were not to be put into circulation, he cannot hold the stockholders,23 but this conclusion is very properly denied.24