veyance all of the property, assets, franchises, and privileges of the Boise Railroad Company to the Idaho Railway, Light, & Power Company. This being done, the necessity for the existence of the Boise Railroad Company as a corporation ceased, and thereafter the annual license tax of said company was not paid to the state by either the Boise Railroad Company or the Idaho Railway, Light, & Power Company, and on the 1st of December, 1913, the charter of the said Boise Railroad Company was forfeited to the state. At the date of the commencement of this action in the trial court, the capital stock of the Boise Railroad Company, which had theretofore been pledged as collateral security for the payment of the respondent's note, was the stock of a corporation which had forfeited its charter and conveyed all of its physical properties, rights, assets, and franchises to the appellant corporation herein. The Idaho Railway, Light, & Power 'Company, by its officers, executed a mortgage or deed of trust to the Guaranty Trust Company of New York, securing an issue of bonds aggregating $30,000,000, which said mortgage or deed of trust covered all the property then owned by the Idaho Railway, Light, & Power Company which it might thereafter acquire, and under which bonds of said company of the par value of about $9,095,000 had been actually issued. The property transferred to the Idaho Railway, Light, & Power Company, which had previously constituted the security as represented by the stock pledged to Jennings, was now claimed by the Idaho Railway, Light, & Power Company as own er, and by the Guaranty Trust Company of New York as trustee, under the $30,000,000 mortgage above referred to. On December 23, 1913, a receiver for the Idaho Railway, Light, & Power Company was duly appointed by an order of the United States court for the district of Idaho, southern division. The answer of the appellant admits the indebtedness of $180,000 to the respondent, and also admits the appointment of a receiver by an order of the United States district court, and the insolvency of the appellant corporation. for the following reasons, to wit: (1) That the affidavit of attachment shows upon its face that the debt, upon which action is brought, was secured by pledge of stock of the Boise Railroad Company, and fails to show that such security has become valueless. (2) That the defendant Idaho Railway, Light, & Power Company is not a nonresident of the state of Idaho, within the meaning of the attachment law, but is a foreign corporation that has complied with the Constitution and all the laws of Idaho respecting foreign corporations, and, as such, by the terms of such statutes is entitled to all the rights and privileges, and subject to the laws applicable to domestic corporations. (3) That the undertaking for attachment is insufficient. It was conceded, upon the argument of this cause, that the appellant corporation had fully complied with the Constitution and laws of this state respecting foreign corporations. That being true, the appellant insists that it is exempt from attachment, under the laws of this state authorizing the attachment of the property of nonresidents. Section 4302, Rev. Codes, as amended by Sess. Laws 1913, p. 160, provides that "the plaintiff at the time of the issuing of summons, or at any time afterwards may have the property of the defendant attached, as security for the satisfaction of any judgment that may be recovered, unless the defendant gives security to pay such judgment as in this chapter provided in the following cases: . 2. In an action upon a judgment, or upon contract, express or implied, or for the collection of any penalty provided by any statute of this state, against a defendant not residing in this state." Section 2792, Rev. Codes, provides, among other things: "That foreign corporations complying with the provisions of this section shall have all the rights and privileges of like domestic corporations, including the right to exercise the right of eminent domain, and shall be subject to the laws of the state applicable to like domestic corporations." The pertinent question for our consideration, therefore, is: Do the provisions of our statute exempt foreign corporations from attachment, within the meaning of This is a brief statement of what appears § 4302 and subdivision 2, supra, for the reato be the facts in this case. As the time of the issuance of summons in this action, the respondent, upon affidavit and sufficient bond, secured a writ of attachment and caused to be attached all of the properties, assets, and franchises of the Idaho Railway, Light, & Power Company. On May 28, 1914, appellant, by its counsel, moved in the trial court to discharge the attachment theretofore issued, son that said nonresident corporation has fully complied with the Constitution and all of the laws of the state affecting foreign corporations? In other words, when foreign corporations comply with the Constitution and laws of our state, do they occupy the same position, with reference to our attachment laws, that domestic corporations do, or is their property liable to attachment, irrespective of their compliance with the Constitution and laws affecting nonresi- | is said: "The domicil, residence, and citídents? Should this court reach the conclusion that a foreign corporation is not exempt from attachment by reason of having complied with the Constitution and laws of this state affecting foreign corporations, it would be unnecessary to discuss or determine any other question involved in this case. It is conceded that the appellant is a foreign corporation, organized and existing under the laws of the state of Maine; and unless when it applied to the state of Idaho for admission to do business within this state, and by a full compliance with the Constitution and laws of this state, affecting foreign corporations, it thereby became a resident corporation, within the meaning of the attachment law, and thereby became exempt from attachment, within the meaning of the statutes above cited, it could at this time be considered in no other light than a nonresident. In the case of Boyer v. Northern P. R. Co. 8 Idaho, 74, 70 L.R.A. 691, 66 Pac. 826, the court says: "Both upon principle and authority private corporations are residents of the state in which they are created. They have and can have but one domicil-that the state of their birth, and which is fixed by the charter of incorporation. They may migrate into other countries and jurisdictions for the purpose of business, and may be permitted to carry on business in other states; yet, so far as jurisdiction of courts is concerned, they are treated both by our Federal courts and by our state courts as residents of the state in which created, and nonresidents of other states. The appellant in this case is a foreign corporation. Foreign corporations are and remain, to all intents and purposes, so far as jurisdiction of actions is concerned, nonresidents of the state." zenship of a corporation are in the state where it is created." To grant to a foreign corporation the right to hold property, to do business, maintain actions, enjoy the benefits of eminent domain, does not make it a domestic corporation; and notwithstanding the right to the enjoyment of all of these privileges, and such others as the legislature may from time to time provide, the residence or citizenship of a foreign corporation would not be changed, and it would still, under the great weight of authority, be subject to attachment as a foreign corporation. Barbour v. Paige Hotel Co. 2 App. D. C. 174; Cowardin v. Universal L. Ins. Co. 32 Gratt. 445; Merrick v. Van Santvoord, 34 N. Y. 208; Blackstone Mfg. Co. v. Blackstone, 13 Gray, 488; Bank of Augusta v. Earle, 13 Pet. 524, 10 L. ed. 277; Shaw v. Quincy Min. Co. 145 U. S. 444, 36 L. ed. 768, 12 Sup. Ct. Rep. 935. The supreme court of California in Waechter v. Atchison, T. & S. F. R. Co. 10 Cal. App. 70, 101 Pac. 41, had under consideration the question of venue in a suit brought against a foreign corporation, involving the same principle that we are called upon to consider. The court held that "its primary purpose was apparently to place foreign railway and transportation companies upon an equal standing in this state with domestic corporations, in respect to building railways and exercising the right of eminent domain, and the rights and privileges incident thereto. To construe it as taking such companies out of the operation of the provisions of the general section relating to the place of trial of actions would be to create a specially privileged class of nonresident corporations who would be favored above, not only nonresident natural persons, but all other foreign corporations that might be doing business in In the case of New York L. Ins. Co. v. the state. This would not only result in Pike, 51 Colo. 238, 117 Pac. 899, the su- creating a special class of corporate defendpreme court of Colorado says: "The auants in civil actions, but would also arthorities, both court and text writers, bitrarily discriminate in favor of corporaannounce as settled doctrine that a corporations against natural persons who were tion organized under the laws of one state nonresidents." is a resident of the state under whose laws The authorities are uniform that the it was created; that it cannot be a resident | domicil, residence, and citizenship of a corof any other state; and though such a corporation are in the state where it is created, poration be permitted by another state, upon compliance with its laws, to carry on its business there, such permission and compliance does not make it a resident of such other state. To hold otherwise would be to ingraft upon the statute an exception which is wholly foreign to its plain terms, and would be only an amendment thereof." and that, where the corporation is not domesticated (that is, reincorporated in other states where it does business), it can have but one domicil, one residence, and one citizenship, and that is in the state issuing its charter and maintaining supervision and control over the corporation. 5 Thomp. Corp. 2d ed. § 6629. In Drake on Attachments, 7th ed. § 80, In Cook on Corporations, 7th ed. § 1, it the proposition is stated as follows: "The foreign character of a corporation is not to be determined by the place where its business is transacted, or where the corporators reside, but by the place where its charter was granted. With reference to inhabitancy, it is considered an inhabitant of the state in which it was incorporated." These general principles respecting residency or inhabitancy of corporations cannot be denied or questioned. Cowardin v. Universal L. Ins. Co. 32 Gratt. 445. It must be conceded that it is beyond the power of the state to forfeit or extend the corporate existence of a foreign corporation. It can exercise no power or control over the corporation as such. A foreign corporation, by compliance with the Constitution and laws, may do business within the state at its pleasure, and, when dissatisfied, can withdraw at will. an The provisions of our attachment law provide for no such exemption as contended for by appellant; and, even though the legislature should attempt to make some such provision looking to the exemption of foreign corporations from attachment by a compliance with the Constitution and laws, such legislation might be seriously questioned upon the ground and for the reason that it would be class legislation, or attempt on the part of the legislature to confer special privileges upon a particular class of persons which could not be enjoyed by all alike. We do not think that the legislature ever intended that a foreign corporation, by complying with the Constitution and laws of this state permitting it to do business, should be regarded as a resident of this state, within the meaning of our attachment laws, and that its property should be exempt from attachment. Voss v. Evans Marble Co. 101 Ill. App. 373. In view of the conclusion reached by this court upon the second ground of objection urged to the validity of the attachment of the property of appellant, it becomes immaterial whether or not the stock pledged by the Idaho Railway, Light, & Power Company to respondent is or became valueless by the fault of respondent or the conduct of appellants. The third objection urged, namely, that the undertaking for attachment was insufficient, was not discussed by counsel for appellants, either during the oral argument or in the brief filed on appellants' behalf. The order of the District Court refusing to dissolve the attachment is hereby affirmed. Costs awarded to respondent. Sullivan, Ch. J., and Morgan, J., concur. Messrs. George Cosson, Attorney General, and C. A. Robbins, Assistant Attorney General, for the State: The effect of the failure of the proper officers to certify over their signatures as to the final passage of the bill, as required by constitutional provision, is not clearly determined. 36 Cyc. 963; 26 Am. & Eng. Enc. Law, 545; Simon v. State, 86 Ark. 527, 111 S. W. 991; Speer v. Allegheny & M. Pl. Road Co. 22 Pa. 376. Where the evident purpose of the signatures is to indicate to the governor that the bill has been constitutionally passed, the failure to affix the signatures will not invalidate the act. 36 Cyc. 963; 26 Am. & Eng. Enc. Law, 545; Re Roberts, 5 Colo. 525; Aikman v. Edwards, 55 Kan. 751, 30 L.R.A. 149, 42 Pac. 366; Leavenworth County v. Higginbotham, 17 Kan. 62; Douglass v. Bank of Missouri, 1 Mo. 24; Taylor v. Wilson, 17 Neb. 88, 22 N. W. 119; Cottrell v. State, 9 Neb. 125, 1 N. W. 1008. Where the signatures are required for the purposes of authentication and identification, such failure is regarded as fatal, upon the ground that the constitutional provision as to signatures is mandatory. Lynch v. Hutchinson, 219 Ill. 193, 76 N. E. 370, 4 Ann. Cas. 904; Burritt v. State Contract Comrs. 120 Ill. 322, 11 N. E. 180; State ex rel. Atty. Gen. v. Mead, 71 Mo. 266; State ex rel. Coffin v. Howell, 26 Nev. 93, 64 Pac. 466; State ex rel. Cardwell v. Glenn, 18 Nev. 34, 1 Pac. 186; State v. Kiesewetter, 45 Ohio St. 254, 12 N. E. 807; Hunt v. State, 22 Tex. App. 396, 3 S. W. 233. While there is a conflict of authority as to whether the journals may be considered for the purpose of impeaching the enrolled bill, yet other evidence is admissible in aid of the enrolled bill. Atchison, T. & S. F. R. Co. v. State, 40 L.R.A. (N.S.) 1, and note, pp. 22, 34, 28 Okla. 94, 113 Pac. 921; 36 Cyc. 1248, 1249; Pelt v. Payne, 60 Ark. 637, 30 S. W. 426; Narregang v. Brown County, 14 S. D. 357, 85 N. W. 602; Wrought Iron Range Co. v. Carver, 118 N. C. 328, 24 S. E. 352; State ex rel. Bray v. Long, 21 Mont. 26, 52 Pac. 645; Home Teleg. Co. v. Nashville, 118 Tenn. 1, 101 S. W. 770, 11 Ann. Cas. 824; Miller v. Oelwein, 155 Iowa, 706, 136 N. W. 1045; Gray v. Taylor, 15 N. M. 742, 113 Pac. 588, 227 U. S. 51, 56, 57 L. ed. 413, 415, 33 Sup. Ct. Rep. 199; Goff v. Rickerson, 61 Fla. 29, 54 So. 264; O'Hara v. State, 121 Ala. 28, 25 So. 622; Mitchell v. Gadsden, 145 Ala. 132, 40 So. 350; Lee v. Gadsden, 146 Ala. 689, 40 So. 351; State ex rel. Woodward v. Skeggs, 154 Ala. 249, 46 So. 268; Adams v. Clark, 36 Colo. 65, 85 Pac. 642, 10 Ann. Cas. 774; Re Roberts, 5 Colo. 525; State ex rel. Atty. Gen. v. Mead, 71 Mo. 266; State ex rel. McCaffery v. Mason, 155 Mo. 486, 55 S. W. 636; State ex rel. Hynds v. Cahill, 12 Wyo. 225, 75 Pac. 433; Younger v. Hehn, 12 Wyo. 289, 109 Am. St. Rep. 986, 75 Pac. 443; Speer v. Allegheny & M. Pl. Road Co. 22 Pa. 376; Houston & T. C. R. Co. v. Odum, 53 Tex. 343; State v. Savings Bank, 79 Conn. 141, 64 Atl. 5; State ex rel. Corbett v. South Norwalk, 77 Conn. 257, 58 Atl. 759; State ex rel. Douglas County v. Frank, 60 Neb. 327, 83 N. W. 74; New Hanover County v. De Rosset, 129 N. C. 275, 40 S. E. 43; Black v. Buncombe County, 129 N. C. 121, 39 S. E. 818. Where a state Constitution prescribes such formalities in the enactment of laws as require a record of the yeas and nays on the legislative journals, these journals are conclusive as against not only a printed statute published by authority of law, but also against a duly enrolled act. Moody v. State, 48 Ala. 115, 17 Am. Rep. 28; State ex rel Atty. Gen. v. Buckley, 54 Ala. 599; Perry County v. Selma, M. & M. R. Co. 58 Ala. 546; Walker v. Griffith, 60 Ala. 361; Burr v. Ross, 19 Ark. 250; Vinsant v. Knox, 27 Ark. 266; Oakland Paving Co. v. Hilton, 69 Cal. 479, 11 Pac. 3; Spangler v. Jacoby, 14 Ill. 297, 58 Am. Dec. 571; Illinois C. R. Co. v. People, 143 Ill. 434, 19 L.R.A. 119, 33 N. E. 173; Berry v. Baltimore & D. P. R. Co. 41 Md. 446, 20 Am. Rep. 69; People ex rel. Drake v. Mahaney, 13 Mich. 481; Rode v. Phelps, 80 Mich. 598, 45 N. W. 493; Sackrider v. Saginaw County, 79 Mich. 59, 44 N. W. 165; People ex rel. Gale v. Onondaga, 16 Mich. 254; Southworth v. Palmyra & J. R. Co. 2 Mich. 287; Ramsey County v. Heenan, 2 Minn. 330, Gil. 281; State v. Peterson, 38 Minn. 143, 36 N. W. 443; State ex rel. Atty. Gen. v. Mead, 71 Mo. 270; State v. McBride, 4 Mo. 303, 29 Am. Dec. 636; Hull v. Miller, 4 Neb. 503; Cottrell v. State, 9 Neb. 125, 1 N. W. 1008; Ballou v. Black, 17 Neb. 389, 23 N. W. 3; Opinion of Justices, 35 N. H. 579; State ex rel. Loomis v. Moffitt, 5 Ohio, 359; State ex rel. Construction Co. v. Rabbitts, 46 Ohio St. 178, 19 N. E. 437; Mumford v. Sewall, 11 Or. 71, 50 Am. Rep. 462, 4 Pac. 585; Currie v. Southern P. Co. 21 Or. 566, 28 Pac. 884; Union Bank v. Oxford, 119 N. C. 214, 34 L.R.A. 487, 25 S. E. 966; Stanly County v. Snuggs, 121 N. C. 394, 39 L.R.A. 439, 28 S. E. 539. Where the legislative journal unequivocally contradicts the evidence furnished by the enrolled bill, the former will control. State v. Burlington & M. River R. Co. 60 Neb. 741, 84 N. W. 254; Webster v. Hastings, 59 Neb. 563, 81 N. W. 510; State ex rel. Atty. Gen. v. Green, 36 Fla. 154, 18 So. 334; Simpson v. Union Stock Yards Co. 110 Fed. 799; State ex rel. Bailey v. Brookhart, 113 Iowa, 250, 84 N. W. 1064. Messrs. Schenk & Lehmann for appellant. Messrs. Parsons & Mills and Dunshee & Haines for appellees. Ladd, J., delivered the opinion of the court: The petition alleged that Mrs. Maurice Lynch was maintaining the premises described, leased by her of her codefendant, as a place of lewdness, assignation, and prostitution in violation of law, and prayed that she be restrained from so doing. The defendant demurred to the petition on several grounds, only one of which is argued, and that is that chapter 214 of the Acts of i¡ upon its last reading, and the yeas and nays the 33d General Assembly, as the same ap- entered on the journal." pears among the enrolled bills in the office of the secretary of state, though duly signed by the president of the senate and approved by the governor, was never signed by the speaker of the house of representatives. An inspection of the bill as it appears in the office of the secretary of state verifies the allegation, and, of course, the demurrer admits it. If the signature of the speaker of the house of representatives, as well as that of the president of the senate, was essential to the authentication of the bill as having passed the general assembly, chapter 214, as printed in the Session Laws of 1909, under which this suit was begun, cannot be deemed to have been enacted by that body, and did not become the law of this state. The provisions of the Constitution bearing thereon are found in article 3; § 9 thereof declares that "each house shall keep a journal of its proceedings, and publish the same." Section 10: "The yeas and nays of the members of either house, on any question, shall, at the desire of any two members present, be entered on the journals." Section 15: "Every bill having passed both houses, shall be signed by the speaker and president of their respective houses." Section 16: "Every bill which shall have passed the general assembly, shall, before it becomes a law, be presented to the governor. If he approve, he shall sign it; but if not, he shall return it, with his objections, to the house in which it originated, which shall enter the same upon their journal, and proceed to reconsider it; if, after such reconsideration, it again pass both houses, by yeas and nays, by a majority of two thirds of the members of each house, it shall become a law, notwithstanding the governor's objections. If any bill shall not be returned within three days after it shall have been presented to him, Sunday excepted, the same shall be a law in like manner as if he had signed it, unless the general assembly, by adjournment, prevent such return. Any bill submitted to the governor for his approval during the last three days of a session of the general assembly, shall be deposited by him in the office of the secretary of state within thirty days after the adjournment, with his approval, if approved by him, and with his objections, if he disapproves thereof." The authorities agree that the bill, when signed, as exacted, by the speaker of the house and president of the senate, and approved by the governor and deposited with the secretary of state, is at least prima facie evidence that it was passed by the legislature; but many courts entertain the view that it is within their jurisdiction to ascertain whether the authentication as thus made is correct, and whether the legis lature in fact did what its presiding officers say it did, and which the governor approved, and for that purpose to resort to the journals of the respective houses, and even consider other evidence bearing on the question. See State ex rel. Cheyenne v. Swan, 7 Wyo. 166, 40 L.R.A. 195, 75 Am. St. Rep. 889, 51 Pac. 209, and cases therein cited; Rode v. Phelps, 80 Mich. 598, 45 N. W. 493; State ex rel. Douglas County v. Frank, 60 Neb. 327, 83 N. W. 74; State ex rel. Boyd v. Deal, 24 Fla. 293, 12 Am. St. Rep. 204, 4 So. 899; Spangler v. Jacoby, 14 Ill. 297, 58 Am. Dec. 571. Other authorities are to the effect that, while the Constitution has prescribed the formalities to be observed in the passage of bills and the creation of statutes, the power to determine whether these formalities have been complied with is necessarily vested in the legislature, and, a bill having been authenticated and promulgated by the legislative department to the public in the manner authorized by the Constitution, this is conclusive evidence of its proper passage by the legislature. As all decisions entertaining the latter view exact, as essential to the authentication of the enrolled bill and proof of its passage, the signature of both the speaker of the house and president of the senate, inquiry as to whether we may look beyond the enrolled bill to ascertain whether it is in fact a statute of the state is pertinent. The expressions contained in the opinions of this court are in harmony with the authorities declaring the enrolled bill conclusive. In Clare v. State, 5 Iowa, 509, the question as to whether the enrolled bill in the office of the secretary of state or as published in the session laws was controlling, and the court said: "The original act in the secretary's office is the ultimate proof of the law, whatever errors there may be in what purports to be copy thereof; and the court will inform itself and take cognizance of the true reading of the statute." Section 17: "No bill shall be passed un- In Duncombe v. Prindle, 12 Iowa, 1, the less by the assent of a majority of all the question involved was whether township 90 members elected to each branch of the gen- was taken from Webster county and added eral assembly, and the question upon the to Humboldt county, and it was contended final passage shall be taken immediately that the number "90" was omitted by mis |