delivered the following opinion, which was concurred in by Judges Yellott and Robinson:
The Chesapeake Club of the City of Annapolis, a body politic and corporate, was indicted for a violation of the Act of 1882, chapter 112. The indictment contained eight counts; hut at the trial all of them were abandoned except the seventh and eighth. The seventh count charged the appellant with having in its possession within Anne Arundel County whiskey and lager beer, with intent unlawfully to sell the same; the eighth count was similar, except that it charged an unlawful intent to give away the whiskey and lager beer at its place of business. At the trial the State offered in evidence the appellant’s certificate of incorporation. The fourth article of this instrument states the objects and purposes for which the incorporation is sought, as follows: “To enable the members as a corporation to hold the necessary property, and the more effectually to conduct the operations of a literary, dramatic and musical club, to purchase, lease and hold, and rent hooks, billiard tables, papers, periodicals, magazines and everything of a like nature which could contribute to the ends for which this incorporation is sought, for the use of the members, their friends and guests; to purchase, lease, rent and hold such lot or lots, building or buildings in the City of Annapolis, with such necessary furniture, fixtures and appurtenances *460as may be suitable for holding and giving musical and theatrical performances, literary and scientific entertainments and lectures, and for other public social and literary purposes, to lease and rent such pi’operty as may be owned and held hy the said club, together with the appurtenances thereto belonging, to such person as it shall deem proper, for the purposes of giving such entertainments or representations, or to employ or contract with persons for doing the same.” In Seim vs. State, 55 Maryland, 566, where the question was as to the sale of liquor on Sunday hy an incorporated club, this Court decided that where a voluntary association or club is united for social purposes, each member is joint owner of the property and assets, and is entitled to the privilege of partaking of the provisions and refreshments provided for the use of the members. And when these are furnished to him hy the proper officer of the club, upon his paying into the common fund what is equivalent to the cost of the article furnished,- and when what is so paid is expended in keeping up the supply for the use of the members, that this transaction is not a sale to the member hy the corporation; and in the case mentioned, it was held that where a member of such a club obtained a glass of beer on Sunday, it was no violation of the Act of 1866, which prohibited the sale on that day of spirituous or fermented liquors, lager beer, wine, cider and other goods, wares and merchandise. We have been referred to other authorities which hold the samé views; but this decision settles the law for this State. If in this case, therefore, the whiskey and beer which the appellant was charged with keeping, were kept for the purpose of furnishing it to members of the club, under the circumstances above stated, there would be no violation of the statute. We understand from the hills of exception, that this was the ground on which the defence was placed. The statute does not make it penal to drink intoxicating liquors. It enacts that no one shall sell them *461■within the limits of Anne Arundel County, or have them in his possession for the purpose of sale ; and that no one shall give them away at his place of business, or have them in his possession for the purpose of so giving them away. But without any violation of the statute, a number of persons may buy liquors outside of the county for their joint use, and bring them within the county and drink them. It was not the object of the statute to apply to a case of this kind.
The State offered to prove by James B. Taylor that he had seen liquor at the club-rooms of the appellant. The witness alleged that he was a member of the club, although not named in the articles of incorporation ; and he claimed a right to be excused from testifying, on the ground that he might thereby criminate himself. It was supposed that the fourth section of the statute rendered every member of the club liable to imprisonment, in case the corporation should be convicted. These are the words-referring to this subject “in case of any violation of any provisions of this Act by any company, corporation or association, each or any member of such company, corporation or association shall be liable, and shall suffer imprisonment as prescribed in this Act for violating the same.” Every person who violates the law is subject to punishment, and it is no defence or mitigation of his conduct, that he was acting under the command of a corporation, association, or any other authority whatsoever. Eor instance, a person who unlawfully keeps liquor for sale incurs the penalties of the law, even if he is acting as the agent, officer or servant of a corporation. The law does not permit any dispensation to commit crimes. But it is contrary to the principles of the Declaration of Rights to punish any man without a trial. “ Every man has a right to he informed of the accusation against him; to have a copy of the indictment, or charge, in due time (if required) to prepare for his defence ; to be allowed counsel; to be *462confronted with the witnesses against him; to have process for his witnesses; to examine the witnesses for and against him on oath ; and to a speedy trial by an impartial jury, without whose unanimous consent he ought not to be found guilty.” It is not in the power of the Legislature to infringe this right of the citizen. The conviction of the appellant, therefore, would not have authorized the punishment of the witness even if he were a member of the club. Therefore, if his claim to be excused from testifying rested on this ground, it was not well founded. But, as stated in the bill of exception, it is not restricted in this w^y, and we must consider the witness as alleging that his testimony would furnish evidence, which would tend to convict himself personally of a violation of this law. He ought, therefore, to have been excused from testifying, and we must disapprove of the ruling of the Court, which required him to give evidence. In making this decision the Court gave the opinion that under the appellant’s charter, no power existed to increase the membership of the corporation by election, subscription, or otherwise, and, therefore, that the protection claimed could be granted only to the corporators named in the articles of incorporation, and that the witness not being one of such corporators was hound to testify. As this construction of the powers of the corporation was the basis of every ruling of the Court in the different bills of exception, it becomes necessary to examine it. This corporation was formed under the general law contained in the fortieth Article of the Revised Code. The certificate was signed and sealed by five persons, and the existence of the corporation was limited to the period of forty years. The statute requires that the certificate should contain the names and residences of the applicants ; the proposed name of the corporation; the object or purposes for which incorporation is sought; the time of its existence, which must not exceed forty years, and the *463articles, conditions and provisions, under which the incorporation is formed ; the place where its operations are to be carried on ; the amount of capital stock (if any) ; the number of shares (if any); and the number of trustees, directors or managers, and their names, who shall manage the concerns of the corporation for the first year. When this certificate has been signed, sealed, acknowledged, approved and recorded in the manner required by law, the corporation is duly formed, and it has the powers which are given by the statute. They are set forth in the 45th, 46th, 47th, 48th, 49th and 50th sections of Article 40 Revised Code. Among other powers, the 48th section enables it “ generally to do every other act or thing, not inconsistent with law, which may be necessary or proper to promote the objects, designs and purposes for which said corpoi’ation was formed.” We thus see that the powers of a corporation formed under the general law are conferred entirely by the statute. They are not required to be stated in the certificate ; and whether stated or not, they are neither more nor less than those mentioned in the sections to which we have just referred. The question is, simply, whether the power of increasing the membership is a necessary or proper method of promoting the objects of this corporation. Its ability to accomplish the objects set forth in the certificate would certainly be very much increased by admitting newT members. It would be practically impossible for the five persons named in the certificate, without the aid of others, to do what they profess in the fourth article to be their purpose; and it can hardly be supposed that they had any intention of attempting it without such aid. It is difficult to see (low any mode of attaining these objects could be devised, which would be more convenient and expedient than an increase of the membership. Corporations are not restricted by the statute to the use of means which are indispensably necessary to promote the objects for which *464they were formed; if there should he many different modes of attaining the same object, neither one could he said to he indispensably necessary; because the object might he accomplished by some, of the others. And yet it would he impossible to reach it without using some one of these modes. They must have a choice of such reasonable lawful means as would conduce to effect the purposes of their existence. It is stated by text-writers that the power to admit new members is incident to every corporation aggregate, and need not be expressly conferred. Angell and Ames on Corporations, section 114; Boone on Corporations, section 28. And the same point was adjudged after solemn argument in Minnesota vs. Sibley, 25 Minnesota, 387. With respect to all the exceptions except the first and second, it is sufficient to say in general terms that the appellant had a right to prove, if it could, that the club-rooms were kept exclusively for the use of the members of the club, including those who were admitted after the incorporation, as well as those named in the certificate, and that no one hut such members were allowed to obtain liquor, refreshments, and other materials from the club ; that the materials used by the club were purchased in the name of the club, and paid for with its own money, and were held in common by the members ; that no profit was made by the club, or any of its members, or was intended to he made, and that the whole income derived from the different sources of revenue was used solely to replace the materials consumed, and to defray the expenses of the club ; and that the prices paid for the refreshments by the members were fixed without an intent to make a profit directly or indirectly, hut merely for the purpose of covering the outlay in the purchase of them by the club, and the expense of keeping and serving them at the club-rooms. We understand that this is the substance of the various offers of proof made at the trial, and overruled by the Court on the ground that persons *465not named in the certificate of incorporation could not lawfully he admitted into the membership of the club. In this ruling we think that the learned Court erred.
A demurrer was filed to the indictment. Although the question is not properly before us, if was argued by the learned counsel, and we were requested to give our opinion upon it. The fourth and fifth sections of the statute in perfectly distinct terms include a corporation among the delinquents to be punished for a violation of their provisions. The demurrer was properly overruled.