Two objections have been urged by the defendant’s counsel to the plaintiff’s right of action, upon the facts proved at the trial. The first is, that there is no sufficient evidence of the plaintiffs’ acceptance of their act or charter of incorporation, granted in 1803, or of their legal organization according to the provision of that act, or of their acceptance, of the additional act of 1819, c. 73. The second objection is, that the note in suit was given without consideration, and was obtained from the defendant by the misrepresentations of the plaintiffs’ agent.
As to the first objection, it is true that it does not appear by the records of the society that the act of incorporation has been accepted by an express vote to that effect; nor does it appear in what manner the first meeting of the corporation was called : But the presumptive proof, both of the acceptance of the act of incorporation, and of the legal organization of the society, is exceedingly strong, and quite as satisfactory as direct evidence. That such presumptive evidence is admissible and proper is fully maintained by the decisions in Dedham, Bank v. Chickering, 3 Pick. 335, and in Bank of U. States v. Dandridge, 12 Wheat. 71, and by the numerous authorities cited in the latter case. By these authorities it is now well settled, whatever may have been the ancient doctrine as to corporations, that as the acts of private persons, even of the most solemn nature, may, be presumed, or proved by presumptive evidence ; so as to the acts of a corporation, if they cannot be reasonably accounted for but on the supposition of other acts done to make them legally operative and binding, they are presumptive proofs of such other acts. Thus, as deeds and grants to private persons, which are beneficial to them, are presumed to have been accepted, so also may the acceptance of an act or charter of incorporation, beneficial to the corporation, be presumed, for the like reason. And a long lapse of time, and the continued exercise of the corporate powers granted to a corporation, sufficiently justify the presumption of the acceptance of the *138charter. So if a particular charter is applied for, and it is granted, the acceptance may be presumed from such previous application. All these grounds of presumption seem to concur in the present case ; and we think, therefore, that the presumptive proofs of the acceptance of the act of incorporation, and the organization of the society, are full and satisfactory.
We think also that there is no ground on which the second objection can be supported. . By a vote of the corporation, any person might become a member thereof, by paying to the treasurer the sum of $ 5, and should thereby be entitled to all privileges and benefits, as such, without any further assessment whatever. And it was proved that the note in suit was given on the representation by the plaintiffs’ agent to the defendant, that by giving said note he would become a member of said corporation ; and that the note so given would become a part of a fund which the corporation wished, in order to entitle them to certain privileges as an agricultural society. This representation was true ; it appearing that the note was received in payment of the sum required to be paid according to said vote. This was a good and legal consideration for the note. The case of the Hibernia Turnpike Road v. Henderson, 8 S. & R. 219, is not applicable. In that case, the act of incorporation required that every subscriber for stock should, previous to the time of subscription, pay $ 5 for each share subscribed. No such sum was paid by the defendant in that case, nor was any note or security given therefor ; and the case was decided on the illegality of the transaction. In the present case, there was nothing illegal in the transaction. The note was given bona fide, and being received in payment of the sum required to be paid, by the vote of the corporation, to entitle the defendant to become a member thereof, it was a substantial compliance with the said vote, and was equivalent to the payment of $ 5 in money.
Judgment for the plaintiffs.