by A. The note given with B's mortgage is by section 2014s NONNEGOTIABLE and is so stamped."

You desire my opinion as to the position of "C," the prospective purchaser, in event "C" buys "A's" mortgage.

In your letter you do not seem to question the authority of the building and loan association to sell, transfer or assign the mortgage it holds. Unless there are facts not disclosed by your letter it is my opinion that a building and loan association has no such right. While our statute does not expressly prohibit such a sale, transfer or assignment of its mortgage securities and other property, I do not find any express authority therefor except in case of a dissolution when the directors may, by majority vote, be authorized to do so. See sec. 2014-15.

In the state of Missouri, under a statute very similar to ours, the court in a late case, that of Layton v. Hough, 169 Mo. App. 213, 152 S. W. 410, made the following decision, and I quote from the syllabus as follows:

"Under Rev. St. 1909, sec. 3392, providing that for every loan made by a building and loan association a 'nonnegotiable note' secured by a first mortgage on real estate shall be given, accompanied by a transfer of the stock of the member, notes executed by stockholders of a building and loan association are not, while the association is a going concern, assignable; the word 'nonnegotiable' meaning 'nonassignable'." (152 S. W. p. 410.)

In view of the law as stated I would hold that it would not be safe for "C" to purchase "A's" mortgage and thereby hope to fortify his second mortgage.

Foreign Corporations Contracts-Loans-The trustees of Hamline University of the State of Minnesota, being a charitable association or corporation, may transact a loan in Wisconsin and sue in our courts to enforce its rights without complying with our foreign corporation law.

MR. E. F. MEARKLE,

January 2, 1915.

Treasurer of the Trustees

of Hamline University,

Minneapolis, Minnesota.

Under date of December 22nd you state that the trustees of the Hamline University of Minnesota is a corporation. duly incorporated in the state of Minnesota; that it is incorporated (for the purpose of further establishing, maintaining and conducting an institution of learning for the education of youth of both sexes). You enclose a copy of the charter together with the amendments thereto. It appears that the corporation has a board of trustees who nominate their own successors and the Minnesota Conference of the M. E. Church elects the persons so nominated as successors to the trustees whose terms of office for any reason expire. The corporation has no capital stock and is not conducted nor permitted to be conducted for the purpose of profit but solely as an educational institution. It has established the university or college at Hamline in the city of St. Paul, Minnesota, and its friends contributed to the corporation certain funds to be used as an endowment, the income of which is to be used solely for the benefit of the college. You state that it has had offered to it some real estate mortgages on property in the state of Wisconsin but that you have not felt at liberty to make such investment because of the requirements of the statute of this state as to foreign corporations. You inquire whether this corporation is authorized to do such business in the state of Wisconsin under our present laws.

Subsec. 2, of sec. 1770b of the statutes of Wisconsin, relating to foreign corporations, contains the following:

"No corporation, incorporated or organized otherwise than under the laws of this state, except railroad corporations, corporations or associations created solely for religious or charitable purposes, insurance companies and fraternal or beneficiary corporations, societies, orders and associations.

furnishing life or casualty insurance or indemnity upon the mutual or assessment plan, shall transact business or acquire, hold, or dispose of property in this state until such corporation shall have caused to be filed in the office of the secretary of state a copy of its charter, articles of association or incorporation and all amendments thereto duly certified by the secretary of state of the state wherein the corporation was organized."

You state in your letter that your corporation has not complied with this statute nor with any other statute relating to foreign corporations. You will notice that the above quoted statute expressly excepts from its operation "corporations or associations created solely for religious or charitable purposes."

I am of the opinion that your corporation is included in this exception. In 5 A. and E. Ency. of Law (2nd ed.) 929, the following rule is laid down:

"The support and promotion of education referred to in the statute 43 Eliz. in the phrases 'schools of learning,' 'free schools,' 'scholars in universities,' 'education and preferment of orphans,' form an extensive field of charitable trusts.

"Trusts for this purpose are highly favored, and it has been said that all gifts for the promotion of education are charitable in a legal sense. This class includes trusts for the education of children of a particular district or neighborhood, and the support of public or free schools, including the erection of buildings, and the payment of teachers.

"The founding and support of private institutions of learning, the endowment of professorships and scholarships, and the training of apprentices are also included."

Your institution is conducted for charitable purposes and not for profit. It is practically an institution of the Methodist Church and comes clearly within the exception of our statute. We have no statute prohibiting such an institution from transacting business in the state of Wisconsin at the present time. The question is: Without such a statute can they transact business in this state?

In 13 A. and E. Ency. of Law (2nd ed.) 838, the following rule is laid down:

"A foreign corporation may, on the principle of comity, transact in the domestic state such business as its charter authorizes, and may make and take any contracts in the furtherance of such business, provided this is not in violation of the laws and public policy of the domestic state. The comity which forms the basis of recognition of corporations organized under the laws of another state is binding on the courts as being part of the common law of the state."

Our court has recognized this principle. In Connecticut Mutual Life Insurance Co. v. Cross, 18 Wis. 109, before the enactment of any law requiring foreign corporations to be licensed in this state, the above principle was announced by the supreme court of this state and the business transacted by a foreign corporation was held valid on the principle of comity. The court said:

"Whether foreign corporations have capacity to contract in this state and to sue in our courts, are questions which require no discussion. The counsel for the appellant concedes, as we think, very properly, that they have such capacity. Certainly no principle can be better settled than that corporations created in one state may transact such business as their charters authorize in another state, provided the business so transacted be not inconsistent with the laws or policy of that state, and contracts arising out of such transactions, not otherwise unlawful, will be enforced. The same is true of their capacity to sue and appear in the courts of another state." (p. 111-2.)

There being no law in this state requiring a foreign corporation organized for charitable purposes only to be licensed in this state, and there being no law prohibiting them from transacting business in this state, it is a policy of this state to allow charitable corporations to transact business in this state on the principle of comity.

You are therefore advised that your corporation may make loans in this state and they will be as valid in this state as though they were made in the state of Minnesota, and you will have the right to sue in the courts of this state to enforce such contracts.

Restaurants Intoxicating Liquors Sunday Closing-A restaurant in a saloon may be kept open on Sunday only for the purpose of furnishing meals to the public.

DR. C. A. HARPER,

State Health Officer.

January 5, 1915.

Under date of December 31st you submit the following:

"We desire to know whether or not, in your opinion, a saloon keeper holding a restaurant permit under chapter 648, laws 1913, can conduct his place of business on Sundays as a restaurant under the definition of a restaurant given in the law above referred to."

Sec. 1564, statutes, prohibits the sale of intoxicating liquors on Sunday. It does not expressly provide that the saloon itself must be closed. Sec. 4595, statutes, prohibits any person from keeping open his shop, warehouse or workhouse on Sunday, but it excepts from its provisions works of necessity and charity. The conducting of a restaurant is certainly a work of necessity, and it has generally been held that the furnishing of meals to the public is not in violation of the Sunday laws. 37 Cyc. 553; 27 A. and E. Ency. of Law (2nd ed.) 400.

In a recent opinion by this department it was held that a saloon which was open on Sunday for the purpose of selling soft drinks or nonintoxicants was not in violation of sec. 1564, statutes, but in violation of sec. 4595. To have a saloon or building open for the purpose of conducting the restaurant therein, only, when no intoxicating liquors or soft drinks are sold therein to the public, is not in violation of section 4595 as it comes within the exception of said statute.

You are therefore advised that a restaurant in a saloon. may be kept open for the purpose of furnishing meals to the public on Sunday.

Public Officers Secretary of State-Mortgages, Deeds, etc.-Original and not certified copies of deeds, mortgages,