Day, J.
I. The court gave the following instructions asked by plaintiff:
[215]*215i public stead and3" rigiitiir electoi certification. [214]*2141. “If .the jury find from the evidence that the land in [215]*215controversy was certified to tlie State of Iowa in 1853 under Act C0I1gress of August 8, 1846, then that certification was a reservation of the lands con-Gained in such lists, and the .same could not be entered under the preemption or homestead acts by the defendant.
2. “ If the jury find from the evidence that the lands in controversy were certified to the State of Iowa by the Secretary of the Interior of the United States, in December, 1853, under the Act of Congress of August 8, 1846, the defendant could not, after the date of such certification, acquire a preemption right to the same or enter the same under the homestead act.
. 3. “If the jury find from the evidence that the lands in controversy were certified to the State of Iowa in 1853, under the Act of Congress of 8th August, 1846, and that the same have been conveyed by the State of Iowa to the Des Moines Navigation and Railroad Company, and by said company conveyed to plaintiff’s grantors, and by them to the plaintiff in this action, then the plaintiff is entitled to recover in this action.”
That these instructions are proper was held upon the former appeal. It was for a refusal to give them, in connection with other errors, that the cause was before reversed. See 34 Iowa, 18.
Plaintiff requested the court to give the jury the following instructions:
8. “The plaintiff in this action claims title to the land described in his petition under conveyances from the grantees of the Des Moines Navigation and Railroad Company, and the defendant, as one ground of his defense, alleges that he has been in the continuous occupation and possession of said land for ten years prior to the commencement of this action, and that by reason of such occupation and possession his title is superior and paramount to that of the plaintiff; but if the jury find from the evidence that this land was certified to the State of Iowa under the Act of Congress of August 8, 1846, and has been conveyed by the State to the Des Moines Navigation [216]*216and Railroad Company, under which plaintiff holds, then^he State having acquired title to said land by the joint resolution of Congress of March 2,1861, the title of the State, so acquired, enured to the benefit of said company and its grantees and the plaintiff, and if this action was commenced within ten years from the date of the passage of said joint resolution, then the plaintiff is entitled to recover in this- action, notwithstanding the alleged occupation and possession of defendant.”
The court refused to give this instruction. Plaintiff excepted, and assigns the refusal as error.
s. — : —: limitations, Having instructed the jury that if the lands in controversy were certified to the State under the Act of Congress of August 8th, 1846, they could not be entered under the 'preemption or homestead acts, the court must have refused this instruction upon the ground that, although the land could not be preempted or homesteaded, yet that the statute of limitations would begin to run in favor of one entering for the purpose of preempting or taking a homestead. This view cannot be sound. An entry to preempt a homestead presupposes the title to be in the United States. From this fact the entry derives all its force and vitality. Rut a mere possession for the purpose of homesteading or preempting, however long continued, could notripen into a title against the United States. Nullum tempus occurrit regi. See The County of Des Moines v. Harker, 34 Iowa, 84, and cases cited. When the resolution of March 2, 1861,' was passed, the title of the United States was not affected by the possession of the defendant, and by that resolution the title of the United States, unlimited and unqualified, passed to the State of Iowa. The very most that can be claimed for defendant is that the statute of limitations began to run on the 2d of March, 1861.
And, under the facts of this case, it is very doubtful whether the statute began to run then. The defendant makes no proof of any claim of right, or color of title other than his mere naked possession and making of improvements for the purpose of homesteading. We have seen that in virtue of this possession the statute.did not run against the United States. [217]*217It- is difficult to conceive liow such possession, which derives all its force and vitality from the supposition that the title is in the United States, can, when the title passes from the United States, furnish such claim of right or color of title as to support the plea of the statute of limitations. But this point we need not determine, for the action was commenced within ten years from the 2d of March, 1861.
That the title which the State acquired under the resolution of March 2, 1861, enured to the benefit of the Des Moines Navigation Company and its grantees, under the circumstances set forth in the instruction, is elemental. Revision, § 2210; Code, § 1931. The court erred in refusing to give this instruction. The seventh and twelfth instructions asked and refused embody the same principle, substantially, as the eighth. There is no reason for their refusal; but if the eighth had been given, the refusal to give these would not have worked any prejudice. The first instruction given at the instance of defendant is in direct conflict with the eighth asked by plaintiff. The giving of it was error.
II. The plaintiff asked the court to instruct as follows: 4. “ While corporations organized under the laws of this State are required to do certain acts specified in the statute, yet the fact whether or not they have done said acts, cannot be inquired into in an action of this kind; and the rights of third persons dealing with such companies cannot be prejudiced by any failure of such companies to do such acts.”
This the court gave with the following modification: “It must appear from such acts that the Des Moines Navigation Company have, within this State, authorized the . conveyance of real estate.” This modification plaintiff assigns as error.
a corporaeroí 'aireotors: conveyanee. The articles of incorporation of the Des Moines Navigation and Railroad Company provide that its principal place of transacting its business shall be at Ottumwa, with an office, if necessary, at Keokuk, Fort Des Moines 't and JNew York, and that the affairs ot the company shall be conducted by the president and board of directory, consisting of nine persons. A private corporation, whose charter.has been granted by one state, cannot hold meetings, [218]*218pass votes, and exercise powers in another state. It can have no legal existence out of the boundaries of the sovereignty by which it is created. But there is an obvious distinction between a corporation, as such, holding meetings, passing votes, and exercising corporate powers outside the boundaries of the state of its creation, and the making of a contract outside such state, by the persons intrusted with the management of the affairs of such corporation.
Such persons 'are not the corporation, but agents of the corporation.
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Day, J.
I. The court gave the following instructions asked by plaintiff:
[215]*215i public stead and3" rigiitiir electoi certification. [214]*2141. “If .the jury find from the evidence that the land in [215]*215controversy was certified to tlie State of Iowa in 1853 under Act C0I1gress of August 8, 1846, then that certification was a reservation of the lands con-Gained in such lists, and the .same could not be entered under the preemption or homestead acts by the defendant.
2. “ If the jury find from the evidence that the lands in controversy were certified to the State of Iowa by the Secretary of the Interior of the United States, in December, 1853, under the Act of Congress of August 8, 1846, the defendant could not, after the date of such certification, acquire a preemption right to the same or enter the same under the homestead act.
. 3. “If the jury find from the evidence that the lands in controversy were certified to the State of Iowa in 1853, under the Act of Congress of 8th August, 1846, and that the same have been conveyed by the State of Iowa to the Des Moines Navigation and Railroad Company, and by said company conveyed to plaintiff’s grantors, and by them to the plaintiff in this action, then the plaintiff is entitled to recover in this action.”
That these instructions are proper was held upon the former appeal. It was for a refusal to give them, in connection with other errors, that the cause was before reversed. See 34 Iowa, 18.
Plaintiff requested the court to give the jury the following instructions:
8. “The plaintiff in this action claims title to the land described in his petition under conveyances from the grantees of the Des Moines Navigation and Railroad Company, and the defendant, as one ground of his defense, alleges that he has been in the continuous occupation and possession of said land for ten years prior to the commencement of this action, and that by reason of such occupation and possession his title is superior and paramount to that of the plaintiff; but if the jury find from the evidence that this land was certified to the State of Iowa under the Act of Congress of August 8, 1846, and has been conveyed by the State to the Des Moines Navigation [216]*216and Railroad Company, under which plaintiff holds, then^he State having acquired title to said land by the joint resolution of Congress of March 2,1861, the title of the State, so acquired, enured to the benefit of said company and its grantees and the plaintiff, and if this action was commenced within ten years from the date of the passage of said joint resolution, then the plaintiff is entitled to recover in this- action, notwithstanding the alleged occupation and possession of defendant.”
The court refused to give this instruction. Plaintiff excepted, and assigns the refusal as error.
s. — : —: limitations, Having instructed the jury that if the lands in controversy were certified to the State under the Act of Congress of August 8th, 1846, they could not be entered under the 'preemption or homestead acts, the court must have refused this instruction upon the ground that, although the land could not be preempted or homesteaded, yet that the statute of limitations would begin to run in favor of one entering for the purpose of preempting or taking a homestead. This view cannot be sound. An entry to preempt a homestead presupposes the title to be in the United States. From this fact the entry derives all its force and vitality. Rut a mere possession for the purpose of homesteading or preempting, however long continued, could notripen into a title against the United States. Nullum tempus occurrit regi. See The County of Des Moines v. Harker, 34 Iowa, 84, and cases cited. When the resolution of March 2, 1861,' was passed, the title of the United States was not affected by the possession of the defendant, and by that resolution the title of the United States, unlimited and unqualified, passed to the State of Iowa. The very most that can be claimed for defendant is that the statute of limitations began to run on the 2d of March, 1861.
And, under the facts of this case, it is very doubtful whether the statute began to run then. The defendant makes no proof of any claim of right, or color of title other than his mere naked possession and making of improvements for the purpose of homesteading. We have seen that in virtue of this possession the statute.did not run against the United States. [217]*217It- is difficult to conceive liow such possession, which derives all its force and vitality from the supposition that the title is in the United States, can, when the title passes from the United States, furnish such claim of right or color of title as to support the plea of the statute of limitations. But this point we need not determine, for the action was commenced within ten years from the 2d of March, 1861.
That the title which the State acquired under the resolution of March 2, 1861, enured to the benefit of the Des Moines Navigation Company and its grantees, under the circumstances set forth in the instruction, is elemental. Revision, § 2210; Code, § 1931. The court erred in refusing to give this instruction. The seventh and twelfth instructions asked and refused embody the same principle, substantially, as the eighth. There is no reason for their refusal; but if the eighth had been given, the refusal to give these would not have worked any prejudice. The first instruction given at the instance of defendant is in direct conflict with the eighth asked by plaintiff. The giving of it was error.
II. The plaintiff asked the court to instruct as follows: 4. “ While corporations organized under the laws of this State are required to do certain acts specified in the statute, yet the fact whether or not they have done said acts, cannot be inquired into in an action of this kind; and the rights of third persons dealing with such companies cannot be prejudiced by any failure of such companies to do such acts.”
This the court gave with the following modification: “It must appear from such acts that the Des Moines Navigation Company have, within this State, authorized the . conveyance of real estate.” This modification plaintiff assigns as error.
a corporaeroí 'aireotors: conveyanee. The articles of incorporation of the Des Moines Navigation and Railroad Company provide that its principal place of transacting its business shall be at Ottumwa, with an office, if necessary, at Keokuk, Fort Des Moines 't and JNew York, and that the affairs ot the company shall be conducted by the president and board of directory, consisting of nine persons. A private corporation, whose charter.has been granted by one state, cannot hold meetings, [218]*218pass votes, and exercise powers in another state. It can have no legal existence out of the boundaries of the sovereignty by which it is created. But there is an obvious distinction between a corporation, as such, holding meetings, passing votes, and exercising corporate powers outside the boundaries of the state of its creation, and the making of a contract outside such state, by the persons intrusted with the management of the affairs of such corporation.
Such persons 'are not the corporation, but agents of the corporation. That a corporation may, through its agents, make a valid contract in a state other than that of its creation was determined in The Bank of Augusta v. Earle, 13 Pet., 521. In McCall v. Byram Manufacturing Co., 6 Conn., 458, it was determined that the directors of a corporation chartered by the State of Connecticut, could legally appoint a secretary at a meeting held by them in the city of New York; and in Arms v. Conant, 36 Vt., 743, it was held that, in conferring authority upon an agent to execute a deed, the directors of a corporation act not as a corporation, but as agents of the corporation, and that this authority may be conferred by a vote passed at a meeting of the directors without the state where the corporation was created and exists. See Angelí & Ames on Corporations, sections 104 and 273.
The court erred, we think, in the modification of this instruction.
4 __. title. misuser. III. The plaintiff asked the court to instruct as follows: “ 10. The plaintiff claims title to the land in question under conveyances from the grantees of the Des Moines Navigation and Railroad Company, and the defendant, by his fourth defense, alleges certain acts tending, as he claims, to impeach the incorporation of said company and their mode of doing business, and conveying away the lands of said company, but the State having recognized said company as duly incorporated, and their articles of incorporation having been admitted in evidence, they are presumed to have been duly incorporated, and the regularity of their mode of doing their business cannot be inquired into in this .action.” .The refusal to give this instruction is assigned as [219]*219error. It ought to have been given. The articles (5f incorporation were introduced in evidence, and no objection is made to them either in form or substance. The State has so far recognized the validity of the corporation as to enter into contracts with it, and convey to it the lands in controversy. Surely no mere irregularity in the mode of doing the corporate business, so long as the State permits the corporate character to exist, would deprive the corporation of the right to hold the real estate conveyed to it, or of the power to alienate it. Even in an action brought by a corporation, it cannot be shown in defense that the charter was obtained by fraud, nor that the plaintiff has forfeited its right by misuse or non-user. Advantage of such forfeiture can be taken only on process on behalf of the State. Angelí & Ames on Corporations, section 636, and cases cited. A fortiori, in an action to which the corporation is not a party, brought by one deriving title through the corporation, irregularities in the mode of transacting the corporate business cannot be shown for the purpose of defeating such title.
s. title : re-co vcrv oí real property, IY. The court, upon request of defendant, charged as follows : “ 2. The defendant further asks the court to charge that the plaintiff can recover only upon the ■ -*• </ a. strength of his own title; that he must show a documentary title by deeds, patents, certificates or otherwise from the United States to himself; that as to lots 3 and 4 he has shown no such title.”
This instruction is sustained by the evidence. The testimony shows a conveyance of lots three and four in controversy from the Des Moines Navigation and Eailroad Company to Eobert J. Hubbard, and a conveyance of said lots from Grace IT. and E. 0. Litchfield to plaintiff. But no conveyance to Grace H. and E. C. Litchfield is shown. As to these lots the plaintiff has failed to show title, and the verdict against him is right.. As to them the judgment is affirmed. Bespecting the remainder of the land it is
Beversed.