Cooper, J.,
delivered the opinion of the court.
Bill filed on the 15th of September, 1876, by seven tax payers of Morristown against the Mayor and Aldermen of the town and five individuals, holders of bonds of the corporation, to test the validity of the bonds held by them. These bonds were part of 144 bonds of $100 each, executed in the corporate name and issued by the municipal authorities during the years 1868, 1869 and 1870. They were coupon bonds [244]*244in the ordinary form, purporting on their face to be “ authorized by special act of the Legislature of March 14, 1868,” having ten years to run from the date of ’ issuance, and bearing interest at the rate of six per cent, per annum, payable semi-annually. Both bonds and coupons were made payable «in .Morristown. The bonds had been regularly issued at different times during the yeai’S mentioned, under separate ordinances or orders of the Board of Mayor and Aldermen, specifying the purposes or consideration, and were uniformly treated by the municipal authorities as valid. Provision was made each year for the payment of interest, and the' coupons received for taxes. During the years 1874 and 1875 a special tax was laid and collected to meet the interest, and, on the 14th of Mai’ch, 1876, an ordinance was passed ci’eating a sinking fund to pay the bonds as they matured. A portion of the bonds had" been issued and used at a pi’iee below what the corpoi’ate authorities had, by resolution, fixed as the selling price, upon the written application of forty-one property holders, representing, according to some witnesses, one-half, according to others three-fourths, and according to others still, seven or eight-tenths of the improved property of the town. The object of their issuance was the improvement of the public streets, the importance, if not necessity of which, is distinctly established by the evidence. Up to the filing of the bill the bonds had been treated by the citizens of the town and surrounding country as valid, and dealt in as legal securities. Under these circumstances it is obvious that' the bill can only be main[245]*245tained, if at all, upon the ground that the bonds were void in their inception. This is the position sought to be maintained, their invalidity being rested upon an alleged want of a sufficient ordinance submitting the proposition of their issuance to a vote of the people, as required by the statute under which they purport to be authorized, and the want of a legal election.
The first section of the act of March 14, 1868, ch. 102, reads thus: “That the Board of Mayor and • Aldermen [of Morristown] shall have power, for the purpose of making any public improvement that may be deemed necessary for the town, or of acquiring any property for the public use of the town, to issue the bonds of the corporation, bearing interest not to exceed six per cent, per annum, and having ■ not more than twenty years to run; but this authority shall not be exercised unless the ordinance authorizing the same shall first be submitted to the vote of the qualified voters of the corporation, at an election to be held under the direction of said board for that purpose, and after giving ten days notice of the time and place of election by written notices, posted at four public places within the corporation, and if a majority of those voting decide against the proposition, the bonds shall not be issued.”
At a meeting of the Board of Mayor and Aider-men of Morristown, held on the 1st of May, 1868, the following resolutions were passed:
“Resolved, by the Mayor and Aldermen of said corporation, that the Mayor be, and is hereby fully au-[246]*246tborized to employ an agent for said corporation to have two hundred bonds of said corporation struck off in good style in New York, of the denomination of one hundred dollars each, bearing six per cent interest, and running ten years, the interest to be paid semi-annually at some designated bank in New York City; and that he be further authorized to procure a seal for the use of the corporation.
“Resolved, furthermore, that notice be given to the qualified voters of the corporation, as required by act of the Legislature, passed March 14, 1868.”
On the 20th of May, 1868, at a meeting of the Board of Mayor and Aldermen, the following proceeding was had:
“Whereas, the election returns now before the board show that the law of March 14, 1868, passed by the Legislature, was fully complied with, and that the votes cast at said election on the 13th inst., at the Mayor’s office, were unanimously cast in favor of the bonds of the corporation of Morristown, Tenn., being issued in accordance with said law; therefore, be it
“Resolved, by the Board, That the Mayor and Recorder be, and are hereby, authorized to sign and seal as many bonds as the board may, from time to time, deem necessary.”
Placed thus in juxtaposition, and read together, the law and the two ordinances seem to form a connected chain, the meaning and intent of which are plain enough. The act of the Legislature, as the evidence shows, was drawn by the Mayor of' the corporation, and sent to the Legislature to obtain authority to is-[247]*247sue corporate bonds. As soon as the act had passed into a law, the Board of Mayor and Aldermen meet and empower the Mayor to secure the striking off of a definite number of bonds within the purview of the statute, and direct that notice be given as required by the act for taking the sense of the qualified voters as to the issuance of the bonds. . And on the 20th day of the same month the board again meet, and declare that an election has been held in strict compliance with the act, at the Mayor’s office, and that the votes cast were unanimously in favor of the issuance of the bonds, and' authorizing the Mayor and Recorder to sign and seal bonds as the board may, from time to time, direct. The entries might have been drawn up more formally, but the proceedings could not possibly have been more regular, nor the intention more distinctly disclosed. Under this conviction, at any rate, the Mayor and Aldermen proceeded deliberately to act, issuing the bonds in controversy from time to time, during three years, without any intimation that the citizens entertained a doubt of the regularity of what had been done. Obviously, there must be a very clear exposition of a fatal defect in substance, not form, to justify the courts in treating what has been thus done as utterly void.
It is argued that the election having been held when a large part of the property holders and citizens of the corporation vrere disfranchised by legislative acts passed by virtue of the amended Constitution of 1865, a revolutionary amendment of the fundamental law of the State worked out through a few [248]*248individuals and a minority of the popular vote, the election should, for that reason, be declared invalid. But there is nothing in this record to show that the election was confined to the voters qualified by those laws, or, at any rate, that any person excluded from the exercise of the elective franchise by these laws applied to vote, and that his vote was, for that reason, refused. Even if the courts could go behind the acts of the political power and enquire into the validity of constitutional amendments, they cannot be required so to do except upon proceedings directly instituted for the purpose, and by some person or persons whose legal rights have been wrongfully inter-ferred with.
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Cooper, J.,
delivered the opinion of the court.
Bill filed on the 15th of September, 1876, by seven tax payers of Morristown against the Mayor and Aldermen of the town and five individuals, holders of bonds of the corporation, to test the validity of the bonds held by them. These bonds were part of 144 bonds of $100 each, executed in the corporate name and issued by the municipal authorities during the years 1868, 1869 and 1870. They were coupon bonds [244]*244in the ordinary form, purporting on their face to be “ authorized by special act of the Legislature of March 14, 1868,” having ten years to run from the date of ’ issuance, and bearing interest at the rate of six per cent, per annum, payable semi-annually. Both bonds and coupons were made payable «in .Morristown. The bonds had been regularly issued at different times during the yeai’S mentioned, under separate ordinances or orders of the Board of Mayor and Aldermen, specifying the purposes or consideration, and were uniformly treated by the municipal authorities as valid. Provision was made each year for the payment of interest, and the' coupons received for taxes. During the years 1874 and 1875 a special tax was laid and collected to meet the interest, and, on the 14th of Mai’ch, 1876, an ordinance was passed ci’eating a sinking fund to pay the bonds as they matured. A portion of the bonds had" been issued and used at a pi’iee below what the corpoi’ate authorities had, by resolution, fixed as the selling price, upon the written application of forty-one property holders, representing, according to some witnesses, one-half, according to others three-fourths, and according to others still, seven or eight-tenths of the improved property of the town. The object of their issuance was the improvement of the public streets, the importance, if not necessity of which, is distinctly established by the evidence. Up to the filing of the bill the bonds had been treated by the citizens of the town and surrounding country as valid, and dealt in as legal securities. Under these circumstances it is obvious that' the bill can only be main[245]*245tained, if at all, upon the ground that the bonds were void in their inception. This is the position sought to be maintained, their invalidity being rested upon an alleged want of a sufficient ordinance submitting the proposition of their issuance to a vote of the people, as required by the statute under which they purport to be authorized, and the want of a legal election.
The first section of the act of March 14, 1868, ch. 102, reads thus: “That the Board of Mayor and • Aldermen [of Morristown] shall have power, for the purpose of making any public improvement that may be deemed necessary for the town, or of acquiring any property for the public use of the town, to issue the bonds of the corporation, bearing interest not to exceed six per cent, per annum, and having ■ not more than twenty years to run; but this authority shall not be exercised unless the ordinance authorizing the same shall first be submitted to the vote of the qualified voters of the corporation, at an election to be held under the direction of said board for that purpose, and after giving ten days notice of the time and place of election by written notices, posted at four public places within the corporation, and if a majority of those voting decide against the proposition, the bonds shall not be issued.”
At a meeting of the Board of Mayor and Aider-men of Morristown, held on the 1st of May, 1868, the following resolutions were passed:
“Resolved, by the Mayor and Aldermen of said corporation, that the Mayor be, and is hereby fully au-[246]*246tborized to employ an agent for said corporation to have two hundred bonds of said corporation struck off in good style in New York, of the denomination of one hundred dollars each, bearing six per cent interest, and running ten years, the interest to be paid semi-annually at some designated bank in New York City; and that he be further authorized to procure a seal for the use of the corporation.
“Resolved, furthermore, that notice be given to the qualified voters of the corporation, as required by act of the Legislature, passed March 14, 1868.”
On the 20th of May, 1868, at a meeting of the Board of Mayor and Aldermen, the following proceeding was had:
“Whereas, the election returns now before the board show that the law of March 14, 1868, passed by the Legislature, was fully complied with, and that the votes cast at said election on the 13th inst., at the Mayor’s office, were unanimously cast in favor of the bonds of the corporation of Morristown, Tenn., being issued in accordance with said law; therefore, be it
“Resolved, by the Board, That the Mayor and Recorder be, and are hereby, authorized to sign and seal as many bonds as the board may, from time to time, deem necessary.”
Placed thus in juxtaposition, and read together, the law and the two ordinances seem to form a connected chain, the meaning and intent of which are plain enough. The act of the Legislature, as the evidence shows, was drawn by the Mayor of' the corporation, and sent to the Legislature to obtain authority to is-[247]*247sue corporate bonds. As soon as the act had passed into a law, the Board of Mayor and Aldermen meet and empower the Mayor to secure the striking off of a definite number of bonds within the purview of the statute, and direct that notice be given as required by the act for taking the sense of the qualified voters as to the issuance of the bonds. . And on the 20th day of the same month the board again meet, and declare that an election has been held in strict compliance with the act, at the Mayor’s office, and that the votes cast were unanimously in favor of the issuance of the bonds, and' authorizing the Mayor and Recorder to sign and seal bonds as the board may, from time to time, direct. The entries might have been drawn up more formally, but the proceedings could not possibly have been more regular, nor the intention more distinctly disclosed. Under this conviction, at any rate, the Mayor and Aldermen proceeded deliberately to act, issuing the bonds in controversy from time to time, during three years, without any intimation that the citizens entertained a doubt of the regularity of what had been done. Obviously, there must be a very clear exposition of a fatal defect in substance, not form, to justify the courts in treating what has been thus done as utterly void.
It is argued that the election having been held when a large part of the property holders and citizens of the corporation vrere disfranchised by legislative acts passed by virtue of the amended Constitution of 1865, a revolutionary amendment of the fundamental law of the State worked out through a few [248]*248individuals and a minority of the popular vote, the election should, for that reason, be declared invalid. But there is nothing in this record to show that the election was confined to the voters qualified by those laws, or, at any rate, that any person excluded from the exercise of the elective franchise by these laws applied to vote, and that his vote was, for that reason, refused. Even if the courts could go behind the acts of the political power and enquire into the validity of constitutional amendments, they cannot be required so to do except upon proceedings directly instituted for the purpose, and by some person or persons whose legal rights have been wrongfully inter-ferred with. An election cannot be attacked collaterally, and upon abstract points of constitutional law. The election in question, by the express terms of the statute under which it was held, was made to depend upon the votes of a “majority of those voting.” If the taxpayers and citizens did not choose to vote, or to test the point of their right to vote, the election was unexceptionably valid. Louisville & Nashville R. R. Co. v. The County Court of Davidson, 1 Sneed, 637. The evidence does not establish any specific irregularity in the election of the 13th of May, 1868, much less does it bring home knowledge of such irregularity to any of the individual defendants who are holders of the bonds sought to be impeached. Nor if it did, would the fact be of any avail. The Mayor and Aldermen of the corporation were, by the statute, made the judges of the validity of the election, and this judgment they have given, and entered upon their [249]*249minutes in the clearest and most unequivocal language. Whatever rights the citizens - may have had to test the validity of this judgment by proceedings promptly instituted for that express purpose before the issuance of the bonds, those rights, under the decisions of the Supreme Court of the United States and of this court, were lost after the bonds were issued for value, and passed into the hands of innocent holders in due course of trade.
But the argument most relied on and pressed with earnestness and learning by the eminent counsel of the complainants is, that the ordinance of the 1st of May, 1868, is not an ordinance to take the sense of the voters as to the issuance of bonds under the statute, but only to ascertain their wishes as to the-propriety of employing' an agent to be sent to New York to have bonds struck off, and to procure a corporate seal. Such an election would, however, have been without authority and without meaning. And the argument would require the court to follow the letter at the expense of the spirit of what was done; to stick in the bark instead of going to the core. Nay, more, the court must actually shut its eyes to what the ordinance expressly declares, namely, that notice shall be given to the voters of the corporation “as required by act of the Legislature, passed March 14, 1868.” That act authorizes the board to issue bonds provided the ordinance is first submitted to the qualified voters and approved by a majority of those voting. The ordinance, in addition to authorizing the Mayor to employ an agent to have bonds struck off [250]*250and to procure a corporate seal, fairly means that it is the sense of the board that the bonds thus “struck off,” the number, denomination, time of running, and rate of interest being given, shall be issued, provided the popular vote shall approve the issuance. The entry, as before said, might have been more formal, and brought out more explicitly its main object, yet that object is sufficiently certain. To ignore the object and look only to the incidents would be, I think, contrary to the whole current of modern authority, and to the uniform course of decision of this court. A grant of the State, says an eminent judge, shall not fail if we can “ spell out ” its meaning, no matter with what difficulty; a fortiori of an ordinance plainly intended for a specific purpose, ' if there be enough on its face to disclose that intent.
It is said that the bonds authorized to be struck off were to have the interest made payable at some designated bank in New York City, while the bonds in controversy have their interest coupons payable at the treasurer’s office in Morristown. But the proposition to be submitted to the people was, according to the statute, the issuance of bonds. The place at which the interest should be made payable was a matter of detail for the board, not the people. Ross v. Anderson county, MS.
The bill raises no question of usury as against the individual defendants touching the bonds held by them, even if such a point could be made in relation to such securities and by the complainants. Doak v. Snapp, 1 Col., 180; Cromwell v. County of Sack, 96 U. S., 51.