The statutes are so varied, and the character of the liability established so different, that it is difficult to attain any general rule. But the power of the legislature to impose the liability as to future debts exists wherever the right to alter the charter has been reserved,1 and it seems that even without such a power reserved the legislature can impose the liability upon the stockholders as a condition to the corporation further doing business, which imposition is valid as to all the stockholders who continue in the corporation,2 certainly as to those who accept the condition.3 As to the rule of construction to be adopted for such statutes, some states have held they must be strictly construed,4 others liberally;5 but the better rule seems to be that they should be given a reasonable construction.6 There seems to be a general agreement among the different states upon the proposition that the liability incurred by the stockholders is not that of sureties or guarantors,7 although in most cases,8 though not in all,9 an ascertainment by some officer, sometimes a sheriff with an execution, sometimes a comptroller of the currency, is required that the assets of the corporation are insufficient to pay the debts of the corporation. The liability, however, is that of principal debtor,10 except in a few instances where there have been anomalous rulings.11 This liability, too, the creditor may waive, either by his express contract or by conduct.12 The liability cannot be created by a by-law or by the form of the certificates, but stockholders may make themselves so liable by conduct amounting to an estoppel, or by an express agreement.13

5 Flash v. Conn, 109 U. S. 371; Nimio v. Iron Works, 25 W. Va. 184. But see Post v. Toledo R R. Co., 144 Mass. 341, which is put upon grounds of procedure. Lawler v. Burt, 7 Ohio St 340, affirms that the liability is in tort

6 Richmond v. Irons, 121 U. S. 27; Wickham v. Hulk 60 Fed. R 326. But see New England Bank v. Newport Steam Fac, 6R.I 154.

7 See 3 Am. St R. 844, in note.

8 See last citation.

9 Sayles v. Brown, 40 Fed. R. 8. 10 Christensen v. Eno, 106 N. Y. 97; Lowry v. Inman, 46 N. Y. 119.

1 Sherman v. Smith, 1 Black, 587; Allen v. Walsh, 25 Minn. 543; Gray v. Coffin, 9 Cush. 192; Heidenger v. Spruance, 101 I11. 278.

2 U. S. Trust Co. v. U. S. Fire Ins. Co., 18 N. Y. 199; In re Reciprocity Bank, 22 N. Y. 9; In re Oliver Lee & Co.'s Bank, 21 N. Y. 9.

3 Owen v. Purdy, 12 Ohio St 73.