shall not be necessary to cause a registration of the voters of such villages, cities, counties, or townships; and if a majority of the votes cast at such election shall be in favor of such subscription or donation, then the corporate authorities of such village, city, county, or township, organized under the township organization laws of this state,-the supervisors of such township,— shall subscribe to the capital stock of said company or donate thereto, as shall have been determined at such election, the amount so voted at such election, and shall issue the bonds with interest coupons attached; * ** * said bonds to be signed, * * * in case of a township, by the supervisor thereof, and * to be countersigned by the clerk of said * township," etc.

Afterwards the Springfield & Illinois Southeastern Railway Company, to which the bonds in question in this case were issued, was created by the consolidation of the Pana, Springfield & Northwestern Railroad Company and the Illinois Southeastern Railway Company. The consolidation was authorized by the charters of the two companies, and the new company succeeded to all the rights, franchises, and powers of the constituent companies. Harter v. Kernochan, 103 U. S. 562. In pursuance of section 10 of the said act of February 24, 1869, a petition was presented to the town clerk of Pana township to order an election to be held on April 30, 1870, to decide whether said township should donate to the Springfield & Illinois Southeastern Railway Company the sum of $100,000 in bonds, to fall due in twenty years, or, at the option of the township, in five years from this date, with interest at the rate of 8 per cent. per annum, payable semi-annually. On April 30, 1870, an election was held in said township, in pursuance of the petition, and a notice. thereof given according to law. The meeting at which the election. was held was called to order by the town clerk, and one J. W. Stark was, on motion, chosen moderator, and was sworn in by the town clerk and presided over the election. At the election thus held 438 votes were cast for and 24 against said donation. In the spring, summer, and fall of the year 1873, the supervisor and town clerk of said township, in pursuance of said election, and without any other authority of law than said election, and the charter and amendments above referred to, issued to the Springfield & Illinois Southeastern Railway Company 100 bonds of the township of Pana, of $1,000 each, payable and bearing interest according to the rate aforesaid. All the bonds were of like tenor and effect, except as to their number. The following is a copy of one of them:

"No. 6.]

"UNITED STATES OF AMERICA.

"STATE OF ILLINOIS, COUNTY OF. CHRISTIAN.
Pana Township.

[$1,000.

"Eight per cent railroad bond. Registered by auditor of public accounts. Principal and interest collected and paid by the treasurer of state of Illinois.

"Know all men by these presents that the township of Pana, in the county of Christian and state of Illinois, acknowledges itself indebted to the Springfield & Illinois Southeastern Railway Company, or bearer, in the sum of $1,000, with interest from the date hereof at the rate of 8 per cent. per annum, payable semi-annually on the first days of January and July of each year, at the agency of the state treasurer of the state of Illinois, in New York city, on the presentation and surrender of the respective interest coupons hereto attached. The principal of this bond shall be due and payable after 5 years and within 20 years of the date hereof, at the option of said township, at said agency in the city of New York.

66

This bond is one of a series amounting to $100,000, issued by said township in compliance with the vote of the legal voters thereof at an election held on the thirtieth day of April, A. D. 1870, under and by virtue of the authority conferred by an act of the general assembly of the state of Illinois, entitled 'An act to incorporate the Illinois Southeastern Railway Company,' approved February 25, 1867, and an act amendatory thereof, approved February 24, 1869, and in accordance with the provisions of an act of said general assembly entitled 'An act to fund and provide for paying the railroad debts of counties, cities, townships, and towns,' in force April 16, 1869. And for the payment of said sum of money and the accruing interest thereon, in the manner aforesaid, the faith of the said township of Pana is hereby irrevocably pledged, as as is also its property, revenue, and resources.

"In testimony whereof the said township of Pana has caused these presents to be signed by its supervisor and countersigned by its clerk, this twentyeighth day of June, A. D. 1873.

"EDWIN SANDERS, Clerk.

GROVE P. LAWRENCE, Supervisor."

At the time the bonds and coupons were issued Grove P. Lawrence was the supervisor of said township of Pana, and Edwin Sanders was its clerk, and their signatures to the bonds and coupons are genuine.

The coupons attached to said bonds were all of the same tenor and effect, except in respect of their numbers. The following is a copy of the coupon attached to the above-recited bond:

"$40. The township of Pana, Christian county, Illinois, will pay the bearer forty dollars on the first of January, 1882, at the agency of her state treasurer in the city of New York, it being six months' interest on bond No. 6.

"GROVE P. LAWRENCE, "Supervisor of said township."

On the back of every bond was the following indorsement:

"AUDITOR'S OFFICE, ILLINOIS,
"SPRINGFIELD, June 28, 1873.

"I, Charles E. Lippincott, auditor of public accounts of the state of Illinois, do hereby certify that the within bond has been registered in this office this day, pursuant to the provisions of an act entitled 'An act to fund and provide for paying the railroad debts of counties, townships, cities, and towns,' in force April 16, 1869.

"In testimony whereof I have hereunto subscribed my name and affixed the seal of my office the day and year aforesaid. "[Seal.]

C. E. LIPPINCOTT, Auditor P. A.”

The act referred to in this certificate provided that certain taxes, therein specified, should be applied to the payment of the principal and interest of bonds registered in the office of the auditor of public accounts, and that no bonds should be so registered until the railroad, in aid of which the bonds had been issued, should have been completed near to or in the township issuing the bonds, and unless the subscription or donation creating the debt, to pay which the bonds were issued, had been first submitted to an election of the legal voters of said township under the provision of the laws of the state, and a majority of the legal voters living in such township had been in favor of such aid, subscription, or donation. And it was made the duty of the supervisor of the township, upon the completion of the railroad near to or through the township by which the bonds. were issued, to certify under oath to the state auditor that all the preliminary conditions required by the act to be done to authorize the registration of the bonds and to entitle them to the benefits of the act, had been complied with. See Hurd's Rev. St. 1880, p. 807, § 17.

The record in this case showed that the certificate above mentioned, in reference to the issue of the bonds in question, had been made by Grove P. Lawrence, the supervisor of Pana township, and transmitted by him to the auditor of public accounts. The interest on said issue of $100,000 of bonds was levied and collected and paid for three years by the state treasurer as provided by law.

It further appeared that in the year 1876 the town of Pana and three tax-payers filed, in behalf of themselves and all other tax-payers of the town, a bill in the circuit court of Christian county against the auditor of public accounts of the state of Illinois, the treasurer of the state of Illinois, the treasurer and the clerk of Christian county, Illinois, the town collector of the town of Pana, and H. N. Schuyler, William E. Hayward, John Vedder, and William Houston, and "the

unknown holders and owners of said bonds and coupons issued by the town of Pana," as defendants, in which the complainants prayed that said public officers might be perpetually enjoined from levying a tax with which to pay said bonds and coupons, and that said bonds might be declared void, and that said holders and owners of said bonds might be perpetually enjoined from selling or negotiating or suing upon said bonds or the coupons attached to them, or pretending or insisting in any court of law or equity, or elsewhere, in any manner whatsoever, that said town was liable upon said bonds or

coupons.

The parties made defendant by name were neither served with process nor voluntarily appeared in the case. It was assumed that "the unknown holders and owners of said bonds and coupons" were brought in by publication of a notice to them under that designation in a newspaper, according to the laws of the state of Illinois. The circuit court of Christian county dismissed the bill, but the appellate court, upon appeal, reversed its decree and directed it to grant the prayer of the bill, and the decree of the appellate court was affirmed by the supreme court, to which the case was carried by the defendants. Afterwards, at its November term, 1879, to-wit, on December 17th, the circuit court, upon receiving the mandate of the appellate court and of the supreme court, entered a decree in favor of the complainants, in accordance with the prayer of the bill.

The coupons offered in evidence, being those upon which the suit was brought, were, at the time of the trial and before the commencement of the suit, held and owned by the plaintiffs, who were citizens of the state of Maine.

Such were the material facts of the case. The town of Pana, plaintiff in error, by its assignments of error, insisted:

(1) That there was no authority in the charter of the Springfield & Illinois Southeastern Railway Company to hold an election and issue bonds to the amount of $100,000; (2) that the election held on April 30, 1870, was illegal and void, because it was presided over by a moderator, and not by the supervisor, assessor, and collector, as required of general elections by the law of the state, and therefore conferred no authority upon the supervisor and town clerk to issue said bonds and coupons; (3) that it was incumbent on the plaintiffs below, the bonds having been illegally issued, to prove that they were bona fide holders of the coupons for value, which they failed to do; (4) that no judgment could be rendered for the plaintiffs on said coupons after they and the bonds to which they belonged had been declared void by the decree of the circuit court of Christian county; (5) that in any event the judgment was too large by $572.22.

W. J. Henry, for plaintiff in error.

Geo. A. Sanders, for defendant in error.

WOODS, J. The people of the township of Pana voted almost unanimously for the donation to pay which the bonds in this case were issued. There is no pretense of any fraud in their issue. It is not disputed that the railroad company complied on its part with all the conditions upon which the bonds were to be issued to it, or that the township has received all it bargained for in consideration of the issue of the bonds. The bonds were registered in the office of the auditor of public accounts, where no bonds could be registered according to law unless the election authorizing the donation for which the bonds. were issued had been held in pursuance of the statute, and the sworn certificate of the supervisor of the township to that effect had been filed with the auditor. The township has paid the interest on the bonds for three years. Under these circumstances, if the bonds and coupons are in the hands of bona fide holders for value, the defenses through which the township can escape liability will be reduced to narrow limits. The charter of the Illinois Southeastern Railway Company declared that any town in any county under township organization might donate to said company any amount not to exceed $30,000. The question is raised by the first assignment of error whether this limit was removed by the amendatory act of February 24, 1869. We think it was.

Section 10 of the act last named is an entire revision of sections 9 and 10 of the original charter of the company. The original charter authorized townships only to make donations to the railroad company, and it required that the railroad, or some part of it or its branches, should be completed before the donation was paid. It did not authorize the issue of bonds to pay the donations, but required the assessment and collection of a tax upon all the taxable property of the town for that purpose.

The amendatory act authorized not only townships, but also villages, cities, and counties along the route of the railroad to make donations to the company. It prescribed an entirely different condition precedent to the making of a donation, and required the issue of bonds to pay the donation when made, and it did not require the completion of the railroad, or any part of it, before the bonds were issued. It did not limit the amount which might be donated to $30,000, but declared that if a majority of the votes cast at the election provided for by the act should be in favor of donation, the corporate authorities of the village, city, county, or township, as the case might be,