Notwithstanding the plain terms of Section 3350, Revised Statutes 1919, as analyzed in the opinion, the motion for rehearing proceeds upon a total misunderstanding of those terms. Certain acts of an officer of a corporation are condemned as criminal under the third clause of the section, — "which (acts) shall not be authorized by the charter and by-laws" of the corporation. Appellant argues that such acts of the officer cannot be criminal unless he violates both the charter and by-laws. The statute says nothing of the kind. It does not say "if the charter and by-laws forbid his act," but says "unless they both approve his act." The difference is as clear as language can make it, and as wide as the difference between one and two. It is not an affirmative restriction but a negative condition. Unless the officer's act is authorized by both, he is guilty, and he violates the statute if his act has the authorization of only one.
Of course the acts descriptive of the offense must be proven exactly as alleged. The words in this statute which describe the offense are "willfully and designedly sign or procure to be signed with intent *Page 837 to issue" (under the third clause of the section) "any certificate or other evidence of ownership or any transfer" etc.
The words "which shall not be authorized by the charter and by-laws of such corporation," are treated by appellant as if they affirmatively described the offense, whereas they are negative limiting the application of the affirmative statement of the acts condemned. They draw the line between a criminal act and an innocent act. If it is authorized by the charter and by-laws the act is innocent. If it is not authorized by the charter and by-laws, it is criminal. That negative condition applies toboth charter and by-laws. The officer is in violation of his trust unless he trims his acts in accordance with both.
A legislative act must be construed according to the apparent intention of the lawmakers and the purpose of its enactment. We are not at liberty to give this act a construction which would make it ridiculous or render it abortive. The purpose of Section 3350 was to prevent the signing and issuing of bogus stocks and bonds. A certificate of stock would be bogus and fraudulent if issued contrary to the charter powers of the corporation, and one would add nothing to its bogus character by proving that the by-laws did not specifically nor implicitly authorize it. If it were beyond the charter powers the by-laws could not authorize it, and such attempted authorization would not render the certificate less bogus. Therefore the Legislature in plain words said the signing, etc., of a certificate of stock is a crimeunless authorized by the charter, and by-laws; that is, if contrary to either.
The motion is overruled.