Nickerson v. Kimball. the taxes, not affecting the substantial justice of the tax itself, shall vitiate or in any manner affect the tax or the assessment thereof. This provision most effectually disposes of this question." Buck v. The People, 78 Ill. 560. Then again it is held by the Supreme Court: "It is urged that the certificates of the levy of the local municipal taxes were not filed in the time required by the statute. The answer to this is, as was said in Buck v. The People, supra, that it is cured by the 191st section of the Revenue Law.' This cures all defects growing out of the failure to file the certificate on or before the day named in the 122d section." Chiniquy v. The People, 78 Ill. 570. In the section 122 referred to in the last-cited case, the provision is positive, and appears to be mandatory: "The authorities.... collecting taxes....shall annually, on or before the second Tuesday in August, certify," etc. § 122, Rev. Stat. 878. This language is not less peremptory than the language used in § 97, Rev. Stat. 873: "No complaint that another has been assessed too low shall be acted upon until the person so assessed or his agent shall be notified of such complaint, if a resident of the county; and yet it is held that since the adoption of § 191, Rev. Stat., the fact that the certificate is not filed in apt time is not such an error as will vitiate either the tax or the assessment. The amendment introduced into the 191st section of the present Revenue Law has produced a radical change in proceedings to recover judgment for delinquent taxes, and has overruled or modified most, if not all, of our previous decisions on the questions thus arising." Vide Chiniquy v. The People, supra. It will be borne in mind that in all these cases the people were seeking judgments, and must show jurisdiction. cases. In the cases now under consideration, those denying the jurisdic tion are the complainants. They must make out their respective The people in the cases cited must show that all the officers have complied substantially with the law, or they fail. In these cases now being considered, the complainants take upon themselves to show that the county board had not jurisdiction of the persons of the complainants; and this they must do by overcoming the presumption that a lawful tribunal, in the exercise of its duties, confines itself to whatever authority has been conferred upon it. This is especially true when it is conceded that the tribunal has jurisdiction of the subject-matter of the controversy. Nickerson v. Kimball. Can it be questioned that the law might provide for the assessment, and review of the assessment, without notice to any one? But courts cannot render a judgment until there is a service of process, either actual or constructive. A judgment without service of some kind would be void and nugatory in every land. And yet, such a rule will not be applied to any tax or revenue matter. The fact that a man must be taxed on all that he has and that he must be so taxed every year is known to and by every one. The assessor is directed to call on him or on his agent and assess his property. He knows that must be reported, and he should take some notice of what is done in the premises thereafter. There is recognized no provision of section 97 that fails to require notice to the shareholder of stock not residing in Cook county. As opposed to this view the learned counsel refers to à New York case. School trustees levied a tax for school purposes. In making up the assessment roll the valuation of plaintiff's property was increased from the valuation thereof upon the town assessment roll. Before making the roll the trustees gave no notice. This assessment is an original assessment, made without any call upon the tax payer; so that it might well be said there is no jurisdiction of his person until he has notice. In that case the learned chief justice reviews the authorities, and says, "the authorities are not entirely in harmony, and the precise question has not been passed upon by this court." The opinion concludes, "that the weight of authority is that the omission to give the notice is a jurisdictional defect." Vide Jewell v. Van Steenburgh, 58 N. Y. 85. These school trustees were allowed to take the assessment roll of the town assessors, and upon proper notice make such changes as to them might seem right; and then for school purposes the trustees could levy their tax. This was as truly an original assessment as that made by the town assessor. There was no original call so as to confer the jurisdiction. It is not clear that this authority is opposed to the suggestions herein made. A well-considered New Hampshire case is referred to, and judgments that are void or only voidable are carefully discussed. It is found by the court that tribunals which have jurisdiction of the subject-matter are not absolutely void by reason of any irregularity or illegality of the proceedings in general, but they are avoidable by proper and timely objections. The State v. Richmond, 26 N. H. 232. Nickerson v. Kimball. If it still be claimed that there was no jurisdiction of the persons of the complainants until they respectively, or their agents, had notice, and that the county board could not review the assessment until such notice had been given, then it becomes an importany inquiry how and to whoin may such notice be given? There can be no question but that if knowledge was brought home to any of the complainants, such as had the knowledge must be regarded as having had notice. "Actual notice exists where knowledge is actually brought home to the party to be affected by it." Bouvier's Law Dictionary. It will be readily conceded that notice to an agent is notice to the principal. If doubted at all it must still be true in the case under consideration, since the statute requires notice to the party or his agent. Then, if knowledge is actually brought home to the agent of the complainants they must be regarded as having notice, even if they had, in point of fact, no knowledge that the complaint had been made to the county board that their shares of stock had been assessed too low. It is claimed by one of the counsel that notice to one of his clients, as president of the bank, was not notice to him personally. If knowledge of a fact be notice, and sometimes more than mere notice, then this position cannot be maintained. . The statute does not say what kind of notice must be given. It simply requires notice. If any officer of a bank have knowledge that the complaint has been made, and he be the owner of any of the shares of stock, he cannot be allowed to say that he individually has no notice. He has more than mere notice. He has actual, positive knowledge that the complaint is made. In this view there can be no question. In addition to such actual knowledge, it appears that some of the officers, who are complainants, actually appeared before the county board and opposed the complaint. A party appearing in a suit, with or without service, cannot afterward deny that he is properly before the court. A party appears and cross-examines a witness when giving a deposition; he cannot afterward say he did not have notice of the time and place of taking the deposition. These are familiar principles, admitted by all, and show conclusively that such as appeared before the county board, and resisted the review and correction of the assessment, will not be allowed to deny that they had notice of the complaint. What is notice to those who had no such knowledge? What is notice to such as did not appear and oppose the correction ? Nickerson v. Kimball. The notice required is not, in every particular, like unto the process to be served on a party to bring him before the court. Original process cannot, as a general thing, be served on an agent. In this matter it is only necessary that the agent be notified. The Revenue Law deals with shares of stock and taxes them as the personal property of each shareholder, and such a tax is not a tax on the capital or property of the bank. State Farmers' National Bank v. Cook, 32 N. J. 349; Van Allen v. Assessors, 3 Wall. 573 (ante, p. 1). The case of Farmers' Bank v. Cook, supra, does not pass upon the question of service of notice otherwise than as by way of argument. Counsel refers to the case of State v. Drake, 33 N. J. 194. In that case it is correctly held that a notice under the tax law, served upon the tenant of the one complaining of the tax, is not a sufficient service. There is no reason in concluding that a man's tenant is his agent. It would be more reasonable to select a man's regular attorney or solicitor, and yet it will hardly be contended that such notice might be served on such attorney or solicitor. It is held that a notice to a bank cannot be served on a director having no share in the management of the matter about which the notice is given. The directors or trustees, when assembled for the transaction of business, are the agents of the corporation, and notice to them, when thus assembled, is notice to the corporation and binding upon their successors. But notice to an individual director, who has no duty to perform in relation to the subject-matter of the notice, is not a notice to the corporation. Powles, etc. v. Page, 3 Mann. G. & S. 16; The Fulton Bank v. The New York & Sharon Canal Co. et al., 4 Paige, 127. This general doctrine will not be questioned, and yet in our State the statute provides that a process against a corporation may be served upon a "clerk," "cashier," "director," etc., if the president shall not be found in the county. Again, it is held, and is certainly a fundamental principle, that notice served on the agent, in order that it may bind the principal, must be served whilst the agent is acting within the scope of his agency. Miller v. Illinois Central Railroad Co., 24 Barb. 312; Loomis v. Bank of Rochester, 1 Disney, 285. In this connection, whilst laying down general principles, it will be seen that the provision is not that notice shall be given to the principal, and may be given by delivering a copy of a notice to an Nickerson v. Kimball. agent of such principal. The language of the statute is, "no complaint.... shall be acted upon until the person assessed, or his agent, shall be notified." That is to say, the principal may be notified, or, if more convenient, the agent only may be notified. It is claimed that the bank is the agent of the shareholders of the stock. It is the duty of the corporation, by its officers, to so direct and manage its affairs as to preserve and promote the highest interest of those interested therein. It is true the officers act directly for the bank, but the bank is an artificial person and can have no interest to preserve or promote, save and only the rights and interests of the shareholders. None others can have an interest in the management. The bank owns the property, the land, the money, all the assets, the privileges and franchises; but the officers are elected by the shareholders of the stock, and they are selected for the purpose of managing well the property of the bank. The shareholders measure the value of their shares of stock by the value of the property and franchises belonging to the bank. If these be under unskillful or improvident management, the amount of dividends and the value of the shares of stock are diminished. If the shares are valued and assessed at a high rate by the assessor, their productive resources are diminished to that extent. There can be no person so well qualified to determine the real productive and market value of shares of stock as the officers who manage and control the bank for the interest and benefit of the sharehold"When shares of capital stock have any value as an article of sale, it is because the purchaser supposes that the tangible and intangible property and the franchises are sufficient, if the affairs of the company were wound up, to pay all the debts and pay a surplus in distribution to the shareholders equal to the per cent the purchaser gives." Ottawa Glass Co. v. McCaleb, 81 Ill. 556; Porter et al. v. Rockford, Rock Island & St. Louis Railroad Co., 76 id. 561. ers. It is self-evident that the value of an article of sale must depend largely upon the skill put forth in the management by the officers. It will be conceded that there is none so suitable to look after all matters pertaining to the assessment and taxing the shares of stock as the officers of the bank. By the statute it is required that the bank shall keep the list of the names of the stockholders and of the number of shares held by each, and this list is for the inspection of the officers authorized to |