While not all public corporations are municipal corporations, yet the terms seem sometimes to have been used as synonyms. Thus, in Fallbrook Irrig. Dist. v. Bradley (1896) 164 U. S. 159, 41 L. ed. 389, 17 Sup. Ct. Rep. 56, and Tulare Irrig. Dist. v. Shepard (1902) 185 U. S. 13, 46 L. ed. 779, 22 Sup. Ct. Rep. 531, it was stated that the California supreme court had held that irrigation districts were public municipal corporations-citing Turlock Irrig. Dist. v. Williams (1888) 76 Cal. 360, 18 Pac. 379; Central Irrig. Dist. v. De Lappe (1889) 79 Cal. 351, 21 Pac. 825, and Re Madera Irrig. Dist. Bonds (1891) 92 Cal. 296, 14 L.R.A. 755, 27 Am. St. Rep. 106, 28 Pac. 272, 675. This latter case is cited and referred to in the reported case. (TURLOCK IRRIG. DIST. v. WHITE), ante, 72. An examination of these cases, however, will disclose that all the court held was that they were public corporations. It is probable that all that was meant in those cases was, as was held in the Fallbrook Irrig. Dist. Case, that irrigation districts are public corporations organized for municipal purposes.

An irrigation district has been held to be a municipal corporation within the meaning of a constitutional provision that "the legislature shall not impose taxes for the purposes of county, city, town, or other municipal corporations, but may by law invest in the corporate authorities thereof, respectively, the power to assess and collect taxes for all purposes of such corporation." Gem Irrig. Dist. v. Van Deusen (1918) 31 Idaho, 779, 176 Pac. 887.

With the exception of the case just cited and the reported case (TURLOCK IRRIG. DIST. v. WHITE), there seem to be no cases involving the question whether an irrigation district is a municipal corporation within tax laws.

It will be observed that the decision in the reported case (TURLOCK IRRIG. DIST. V. WHITE) is controlled as much 17 A.L.R.-6.

by considerations affecting the abstract status of an irrigation district as by the purpose and context of the constitutional Amendment under consideration.

Without attempting to exhaust the authorities, a few cases have been added for the sake of their analogy, which have considered the question whether an irrigation district is a municipal corporation for other purposes, and within the meaning of laws on subjects other than taxation.

In Indian Cove Irrig. Dist. v. Prideaux (1913) 25 Idaho, 112, 136 Pac. 618, Ann. Cas. 1916A, 1218, the court said that it is settled law that irrigation districts are public corporations, although not strictly municipal in the sense of exercising govermental functions other than those connected with raising revenue to defray the expense of constructing and operating irrigation systems and the conduct of the business of the district.

Jones v. CarCal. App.

Also, in People ex rel. diff Irrig. Dist. (1921) -, 197 Pac. 384 (petition for enlargement of boundaries), the court said: "It is no longer open to doubt that the legal status of an irrigation district is that of a municipal corporation. Although its duties and powers are of narrower scope in the subjects of their action than in the case of a city, or other general municipal organization, nevertheless the affairs concerning which such district does act are those of a public corporation, to be invested with certain political duties which it is to exercise in behalf of the state.' ""

So, it has been held that irrigation districts are quasi municipal corporations within the general election laws of the state. Pioneer Irrig. Dist. v. Walker (1911) 20 Idaho, 605, 119 Pac. 304.

In Colburn v. Wilson (1913) 23 Idaho, 337, 130 Pac. 381, an action to enjoin directors of an irrigation district from attempting to carry out

a

certain alleged contract on the ground that the same was ultra vires, it was held that an irrigation district is a quasi municipal corporation, organized for the specific purpose of providing ways and means of irrigating lands within the district and maintaining an irrigation system for that purpose.

In Little Willow Irrig. Dist. v. Haynes (1913) 24 Idaho, 317, 133 Pac. 905 (confirmation of a bond issue), it was held that under the state law an irrigation district, when once created in accordance with the statute, becomes a quasi municipal or public corporation.

So, an irrigation district has been held to be a municipal corporation, and its property public property, and so not subject to a mechanic's lien under the statute. Storey & Fawcett v. Nampa & M. Irrig. Dist. (1920) 32 Idaho, 713, 187 Pac. 946 (action to foreclose a mechanic's lien against the property of the irrigation district).

Irrigation districts, under the act governing their organization, are public corporations, and by the amendatory Act of 1915 are designated as municipal subdivisions of the state, having the power of self-government and control in all matters pertaining to the general purpose for which they are organized. Rathfon v. Fayette Oregon Slope Irrig. Dist. (1915) 76 Or. 606, 149 Pac. 1044.

An irrigation district is a municipality within the meaning of Rem. & Bal. Code, § 1160, which provides that "if any board of county commissioners

of any county, or mayor and common council of an incorporated city or town, or tribunal transacting the business of any municipal corporation" shall fail to take a bond, such county, city, or town, or other municipal corporation, shall be liable to the persons furnishing labor, supplies, or material. Brown Bros. v. Columbia Irrig. Dist. (1914) 82 Wash. 274, 144 Pac. 74.

And that an irrigation district is a municipal corporation within the constitutional provision which prohibits the delegation of statutory powers conferred upon it is held in Merchants Nat. Bank v. Escondido Irrig. Dist. (1904) 144 Cal. 329, 77 Pac. 937 (action to foreclose mortgage)-cited in the reported case (TURLOCK IRRIG. DIST. V. WHITE, ante, 72).

On the contrary, in Middle Kittitas Irrig. Dist. v. Peterson (1892) 4 Wash. 147, 29 Pac. 995, it was held that an irrigation district formed under the provisions of an act entitled, "An Act Providing for the Organization and Government of Irrigation Districts and the Sale of Bonds Arising Therefrom," was not a municipal corporation within the meaning of art. 6, § 8, of the state Constitution.

And in Alfalfa Irrig. Dist. v. Collins (1895) 46 Neb. 411, 64 N. W. 1086, which upheld the constitutionality of an irrigation law which conferred upon the district authority to levy taxes, the court held that irrigation districts are public, and not, strictly speaking, municipal, corporations.

J. H. B.

Statement by the Court:

Anderson brought suit against the defendants to enjoin the listing for taxation and the collection of taxes on the plaintiff's membership in the New York Stock Exchange for certain years.

The petition alleges that the plaintiff had been a member of that Exchange for five years last past; that it is an unincorporated association of persons whose object is to furnish exchange rooms and other facilities in New York city for the convenient transaction of their business by its members as brokers; to maintain high standards of commercial honor and integrity among its members; to promote and inculcate just and equitable principles of trade and business; that in substance the privilege conferred by membership is to trade at the Exchange in New York city, and not elsewhere, in certain securities listed on the Exchange; that the government of the Exchange is vested in a governing committee, composed of the president and the treasurer of the Exchange and of forty members; that no person can be admitted to membership unless elected by the entire vote of two thirds of the fifteen members comprising the committee on admission; that a person elected to membership must pay an initiation fee and must sign the constitution and pledge himself to abide by the same; that the dues of members are $50 semiannually, exclusive of fines and assessments for the gratuity fund, which is a plan and fund providing for the families of deceased members; that a trans

fer of membership may be made upon the submission of the name of the candidate to the committee on admissions, with the approval of the transfer by two thirds of the entire committee, subject to certain conditions; that there is no general or other right to transfer or pledge membership in the Exchange, and no right or privilege in connection therewith which may be exercised in the state of Ohio; that any member may be suspended from the membership and made ineligible for readmission, or may be expelled from membership, by the vote of two thirds of the existing members of the governing committee, for certain stated causes; that dealing upon any other Exchange in the city of New York, or publicly, outside of the Exchange, either directly or indirectly, in securities listed or quoted on the Exchange, is forbidden; that no member has any certificate or share of mernbership or interest in the assets, and the plaintiff has not, in Ohio or elsewhere, any such certificate or share which can be sold, transferred, assigned, or encumbered or used; that the only evidence of plaintiff's membership is a letter to him from the secretary notifying him of his election; that the Exchange owns no assets in Ohio, and any property of any kind belonging to it is wholly and permanently in New York; that the plaintiff is a copartner with Walter B. Powell, under the name of Anderson & Powell, a firm formed for the purpose of dealing in investment securities, with an office in Cincinnati, and plaintiff and his co

partner, as aforesaid, have paid, and will pay when due, all taxes properly assessed against them; that the defendants will, unless enjoined, list the plaintiff's franchise in said Exchange for taxation; that the New York Stock Exchange has been in existence for almost 100 years, and membership therein has been declared not to be property within the general property tax laws of New York, and no attempt has been made, so far as plaintiff knows, to tax it in Ohio or elsewhere; and that the levying of taxes on the plaintiff's privilege, if regarded as property, is an attempt to levy and collect taxes on property wholly outside of the state of Ohio, and amounts to taking property without due process of law in violation of the Constitution of the state of Ohio and of the United States.

The answer of the defendants admits the membership of the plaintiff in the New York Stock Exchange and his residence in Hamilton county, Ohio; that the Exchange is an unincorporated association of persons whose object is as stated in the petition; and that the membership therein is secured as stated in the petition, and dues and assessments for the gratuity fund paid as therein stated.

Defendants admit that a transfer of membership may be made by submission of the name of the candidate to the committee on admissions, upon approval, as the averments of the petition set forth; that the secretary keeps the ledger referred to, with the names of all the members of the Exchange; and that the only evidence of the plaintiff's membership is to be found on the books of the Exchange and in the letter from the secretary, as stated.

Defendants further admit that the plaintiff is a copartner with Walter B. Powell, under the name of Anderson & Powell, and that the partnership was formed for the purpose of, and said partners are now engaged in, dealing in investment securities listed on the New York Stock Exchange, with an office in

the city of Cincinnati, and that the defendant Durr intends to list said membership for taxation in Hamilton county, Ohio; and defendants deny every other allegation in the petition.

Further answering, the defendants say that for many years the plaintiff has been engaged in the business of broker and dealer in stocks, etc., and has a large business and clientele for the purchase and sale of stocks, bonds, and securities listed and dealt in on the New York Stock Exchange, and that plaintiff has held himself out and represented himself to said clientele and the public at large as furnishing proper, convenient, and ample facilities for the transaction of all kinds of investment business and the purchase of all kinds of stocks and bonds; that prior to April, 1911, plaintiff purchased a seat on the New York Stock Exchange, believing and intending that he would obtain additional facilities for the transaction of his business, increase his ability to serve his clients, and by virtue of the ownership of such seat on the New York Stock Exchange would increase and extend such business; that the ownership of such seat on the New York Stock Exchange has in fact materially increased said facilities and ability to serve the plaintiff's clients, and has served to increase his business, establish his position in the business world, and increase the profits arising from said business; that defendants are informed, and so allege the fact to be, that plaintiff paid for said seat, in addition to an initiation fee of $2,000 and annual dues, the sum of $60,000, which was the recognized market value for such seats, and that such sum was so paid that plaintiff might secure the business advantages arising from such membership on the Exchange; that, in addition to the ordinary business advantage connected with membership, there is an insurance feature known as the "gratuity fund plan," whereby approximately $10,000 is contributed to the family of any

member who dies in good standing; that there is a further security for the fulfilment of contracts made with Stock Exchange members, in that the value of the membership of each member is first liable to the settlement of contracts made with other members, thus insuring to the extent of the value of such membership the financial responsibilities of the members in their mutual dealings; that, subject to the acceptability of the transferee by the members of the membership committee, all memberships are transferable by the voluntary act of transfer, or by will, and that in case of transfer by a member voluntarily, by death, or by the governing committee, the net proceeds are turned over and go to the member of his estate; that such membership has a well-recognized market value which is ascertainable from current quotations; and that, subject to the condition that each applicant must be at least twentyone years of age, a citizen of the United States, and pay an initiation fee of $2,000, and be acceptable to two thirds of the entire membership committee, such seats are transferable for a consideration, at the will of the member.

Defendants further aver that in the transaction of the business of brokers in stocks and bonds a differentiation is made between members and nonmembers, in that business is transacted by members on account of other members at a commission of not less than of 1 per cent, while a commission of not less than of 1 per cent is charged to nonmembers; that firms or copartnerships in which one member owns a seat are entitled to have business transacted at rates prescribed for members; and that by reason of the transferability and market value of said seat, and the manifest business advantages arising from such membership, and the additional facilities for the convenient and more profitable transaction of the business of the members, the ownership of such seat constitutes personal property within the definition of § 5325, Gen

eral Code, and an investment within the provisions of §§ 5328 and 5372, General Code.

For reply plaintiff denies that memberships are transferable by will, and says that such memberships are a personal privilege or license to buy and sell in meetings of the Exchange in New York city, and not elsewhere; that such membership is not subject to execution, and cannot be pledged or used as collateral, and cannot be willed, and denies that it is personal property within the definition of the sections of the General Code referred

to.

On the trial of the cause the constitution of the New York Stock Exchange was offered in evidence and a stipulation as to facts. The court of common pleas entered a decree and judgment for the plaintiff. On appeal the court of appeals found in favor of the defendants, and dismissed the petition. This proceeding is brought to reverse the judgment of the court of appeals.

Mr. Murray Seasongood, for plaintiff in error:

Taxing statutes are to be construed strictly against the taxing authority.

Gray v. Toledo, 80 Ohio St. 445, 89 N. E. 12; Cincinnati v. Connor, 55 Ohio St. 82, 44 N. E. 582; Ohio v. Harris, 144 C. C. A. 174, 229 Fed. 892; Gould v. Gould, 245 U. S. 151, 62 L. ed. 211, 38 Sup. Ct. Rep. 53; Western U. Teleg. Co. v. Mayer, 28 Ohio St. 521; Board of Education v. State, 51 Ohio St. 535, 25 L.R.A. 770, 46 Am. St. Rep. 588, 38 N. E. 614; Pretzinger v. Sunderland, 63 Ohio St. 132, 57 N. E. 1097; Mutual L. Ins. Co. v. State, 79 Ohio St. 305, 87 N. E. 259; Watterson v. Halliday, 77 Ohio St. 150, 82 N. E. 962, 11 Ann. Cas. 1096.

The practical construction of doubtful statutes is entitled to great weight, and will not be overturned except for cogent reasons and only if it is clear such construction is erroneous.

State ex rel. Gentsch v. Hirstius, 25 Ohio C. C. N. S. 177.

General words in a statute should be limited by fair and reasonable construction to the class within the legislative intent.

Chisholm v. Shields, 67 Ohio St. 374,