Page:Federal Reporter, 1st Series, Volume 10.djvu/733

KUNDEL V, LIFE ASS'n OF AMERICA. 721 �up its affairs. The corporation has been dissolved, and defendant Williams is in possession of its assets in Missouri under a decree rendered in a cause which was commenced prior to this cause. �The contention is on the part of tho complainants that as to the funds in the hands of the receiver the Louisiana creditors have a preference for payment, or at least the right to have them retained here in the hands of the receiver as security that the amount due them will be paid. The claim on the part of the superintendent is that, under the law creating the corporation, the afifairs, and the whole of them, should, upon its dissolution, pass into hia hands as au officer of the state of Missouri. �The Louisiana creditors are such only by virtue of being policy- holders, and the Company is a mutual one. They are, therefore, stock - holders, liable to become debtors in case there should be a deficiency of total assets over the debts, and capable of becoming creditors in case there should be an excess. As matter of fact, in this case, they will be creditors. But they are creditors only by virtue of being members of the corporation. It must be that as members of a cor- poration they have assented to the laws of the state of its creation, ■which, upon its being dissolved, control the settlement of its afiairs ; i. e., they have assented that the oflScers by whom, and the place and manner, shall be such as the laws of the state of Missouri preseribe. �There must be a common method by -which the amount due by or to eaeh policy-holder shall be ascertained, and this must be done by a common representative. This is the contract to which the plain- tiffs bound themselves when they subjected themselves to the opera- tion of the organic law of the corporation by becoming members of it. They cannot, therefore, now ask the court to protect them in the exercise of a right which they expressly relinquished. The efiect which is wrought by this contract and assent to the laws of the state of Missouri makes the territorial extent of the authority of the superintendent to administer co-extensive with the authority of an assignee in bankruptcy, or a receiver of a national bank, springing f rom the territorial effect of a national law. �The decree must, therefore, be for the defendant Williams, as su- perintendent, directing the receiver, Fell, to turn over to him all the property of the corporation to be administered under the laws of the state of Missouri, and remitting the complainants to the court which decreed the dissolution. By reason of the consent which has been given in this cause, it must provide that before this is done all the v.l0,no.7— 46 ��� �