Commonwealth against Bank of Pennsylvania, 3 Watts & Serg. 173

The opinion of the Court was delivered by Gibson, C. J.

We have seldom, if ever, found the language of legislation so devoid of certainty as in the proviso before us. “Provided,” it is said, “that in the election, or nomination, of trustees, assignees', and all other officers, which may be elected to close the affairs of said bank, or otherwise, the State Treasurer shall attend, in person or by proxy, on behalf of the Commonwealth, and have as many votes for the State on her stock as though the shares of the same were held'by individuals, as the law now limits in relation to the election of officers of said bank.” The limitation referred to, is in the first of the fundamental articles of the original Act of incorporation; and it prescribes a scale of votes in an inverted ratio of progression from one to thirty, in proportion to the number of shares held by the voter.

From the words of the proviso, it is clear that it was not intended to measure the right of the State by that which a single transferree of her shares would have; for the proviso, to express that intent, would direct that she have as many votes on her-shares as if they were held by an individual, and not by individuals, as the word is. Had that been the intent, it would have been easy to say so.

On the other hand, it is as clear that there was no design to give her a vote for each of her shares, as if each were held by a different owner; for to carry it out would not have required a reference to the graduated scale. Indeed, such a reference would have been idle, because the number of votes supposed to have been intended, would have exceeded the extent of the-scale a hundred fold. Her pretensions, therefore, and those of the other stockholders to have the exclusive management of the assets of the bank, in exclusion of each other, are equally unfounded. What, then, is to be done?

It would be easy, by an imaginary distribution, to place the State’s shares in the hands of individuals, in such proportions as would produce any number of votes, even by an application of the scale, which might be requisite to give either side a preponderance; but it certainly was not intended to' give this court, as the interpreter of the proviso in the last resort, a power to control the event; and without assuming such a power, we are unable to arrive at any satisfactory conclusion.

We are constrained, therefore, to say that no valid election has been held, and that none can be held without further legislation. It is fortunate that no serious inconvenience will follow from this, as the requisite explanation will doubtless be given at the adjourned session of the legislature. For the present, then, the case stated must be withdrawn. Case stated withdrawn.