and of the time when the trial body will meet. It is not necessary that the notice, citation, or summons set out the charges in detail, but it should contain the substantial fact that a proceeding to amove is intended. The analogies of the ordinary procedure in the courts of the State (in the absence of statute or by-law) may be followed, respecting such details as the notice or summons, mode of service, &c. Notice may be dispensed with: 1. By appearance and answer to the charges.2 2. By a total desertion of the place, so that it is not practicable to give the notice; as where the officer has permanently, not temporarily, left the municipality and resides constantly elsewhere with his family. Though he may have been absent or left the borough, yet if he return and be in the place at the time of the amotion, he is entitled to notice. If the amotion be for good cause, such as conviction of an infamous crime, or the repeated declaration of the officer that he would not discharge the duties of his office, while it would be more regular to give the notice, yet its omission will not entitle him to a mandamus to be restored; for if restored he could be amoved again, and the courts will not order a restoration where they can see that there is good ground of removal, and that the order to restore would be without practical and useful effect. With these exceptions, the party is entitled to no

nature. Ib. Where power is given to remove for cause, a specification of the charges, notice, and an opportunity to be heard, are essential, though the charter be silent as to the procedure to be adopted in such a case. State v. St. Louis, 90 Mo. 19.

2 Willc. 264; Rex v. Wilton, 2 Salk. 428; Reg. v. Ipswich, 2 Ld. Raym. 1240; Rex v. Feversham, 8 Term R. 356; Rex v. Carmathen, 1 Maule & Sel. 697; s. P. Commonwealth v. Pennsylvania Benef. Institute, 2 Serg. & Rawle, 141.

1 Queen v. Saddlers' Co., 10 House of the acts in question are not of an official Lords Cases, 404; State v. Bryce, supra; Rex v. Richardson, 1 Burr. 540; Rex v. Doncaster, 2 Burr. 738; see 1 B. & Ad. 942; Rex v. Liverpool, 2 Burr. 731; Bagg's Case, 11 Rep. 99 a; Rex v. Wilton, 5 Mod. 259; Exeter v. Glyde, 4 Mod. 37; Reg. v. Ipswich, 2 Ld. Raym. 1240; Willc. 264, 265; Innes v. Wylie, 1 C. & K. 257; South P. R. Co., 5 Ind. 165; People v. Benevolent Society, 24 How. Pr. 216; Delacey v. Neuse, &c. Co., 1 Hawks (N. C.), 274; Commonwealth v. Pennsylvania Benef. Institute, 2 Serg. & Rawle (Pa.), 141; Society v. Vandyke, 2 Whart. (Pa.) 309; Nichols, In re, 6 Abb. New Cas. 474; s. c. 57 How. Pr. 395; People, ex rel. v. Commissioners, &c., of Brooklyn, 106 N. Y. 64; People v. Nichols, 79 N. Y. 582. Where the power of removal is vested in the mayor for cause, he acts judicially, and a writ of prohibition will lie against him, if he exceeds his jurisdiction. People v. Cooper, 57 How. Pr. 416. If the incumbent of an office uses the office as a means of wrong-doing, this is a good cause of removal, though

8 Willc. 265, 266; Grant, 245; Rex v. Harris, 1 B. & Ad. 936; Rex v. Shrewsbury, Cases temp. Hardw. 151; 7 Mod. 202: Reg. v. Trueboy, 2 Ld. Raym. 1275; 11 Mod. 75; Rex v. Grimes, 5 Burr. 2601; Rex v. Leicester, 4 Burr. 2089.

4 Rex v. Leicester, 4 Burr. 2089.

5 Angell & Ames Corp. sec. 422, where this opinion is expressed; Grant, 265; Rex v. Chalke, 1 Ld. Raym. 226.

6 Rex v. Axbridge, Cowp. 523; see 2 Term R. 182; Grant Corp. 245.

7 Rex v. Griffiths, 5 B. & Ald. 735; see Blagrave's Case, 2 Sid. 6, 49, 72; Rex

tice of the intention to amove, so that he may have full and fair opportunity to be heard in his defence.

§ 255 (193). The Charges must be formulated: Opportunity to defend. There must be a charge, or charges, against him, specifically stated, with substantial certainty; yet the technical nicety required in indictments is not necessary. And reasonable time and opportu nity must be given to answer the charges and to produce his testimony; and he is also entitled to be heard and defended by counsel, and to cross-examine the witnesses, and to except to the proofs against him. If the charge be not denied, still it must, if not admitted, be examined and proved. Where the specific charge stated is insufficient to justify the removal, or where the removal is erroneous and no good and sufficient ground therefor appears, the officer is entitled to a mandamus to restore him. But where the proceedings are in conformity with the charter, and are regular, the sentence will not be inquired into collaterally, nor its merits examined by mandamus or action.5

v. Rowe, 1 Show. 188; s. c. Carth. 199; Grant, Corp. 245. If one irregularly amoved for good cause be restored by mandamus, he may be again amoved by regular proceedings de novo. Taylor v. Gloucester, 3 Bulst. 190; Reg. v. Ipswich, 2 Ld. Raym. 1233. In such case the office is vacated from the time of the second amotion; the proceedings do not relate back to the former irregular amotion. Willc. 269, pl. 707.

1 Tompert v. Lithgow, 1 Bush (Ky.), 176 (1866); Rex v. Lyme Regis, Doug. 179; Bagg's Case, 11 Co. 99 a; s. c. 1 Roll. 225; Glover, 334; Willc. 267.

2 State v. Bryce, 7 Ohio, part II. [82], 414 (1836); Rex v. Richardson, 1 Burr. 540; Rex v. Liverpool, 2 Burr. 734; Murdock v. Academy, 12 Pick. (Mass.) 244, where the requisites of a valid proceeding to amove are stated. Rex v. Chalke, 1 Ld. Raym. 226; Rex v. Derby, Cas. Temp. Hardw. 154. Ante, sec. 254, note.

3 Rex v. Faversham, 8 Term R. 356; Harman v. Tappenden, 1 East, 562; Willc. 267; Glover, 334; Murdock v. Academy, 12 Pick. (Mass.) 244. A municipal officer, when removed by the corporation appointing him, is entitled to actual notice of his removal, and to compensation until

he receives such notice. Jarvis v. Mayor, &c. of New York, 2 N. Y. Leg. Obs. 396.

4

Reg. v. Ipswich, 2 Ld. Raym. 1240; Madison v. Korbly, 32 Ind. 74 (1869); Commonwealth v. German Society, 15 Pa. St. 251 (1850); State v. Jersey City, 1 Dutch. (N. J.) 536. The restoration puts him in the same situation that he was before the attempted removal. Willc. 269; post, sec. 847. Since there is an adequate remedy at law by quo warranto (post, chap. xxi.) or by mandamus to restore (post sec. 847), equity, will not enjoin the corporate authorities from making an unlawful removal or appointing a successor. Delahanty v. Warner, 75 Ill. 185 (1874); s. c. 20 Am. Rep. 237. Post, sec. 275. Under the statute of Florida the action of a council in amoving an officer is reviewable by mandamus, and in that proceeding the court will review all the action of the council and the testimony adduced before it. Donnelly v. Teasdale, 21 Fla. 652.

5 Society, &c. v. Commonwealth, 52 Pa. St. 125 (1866); People v. Bearfield, 35 Barb. (N. Y.) 254. Though the amotion be illegal, the officers who took part in it are not personally liable, unless both malice and want of probable cause be

§ 256 (194). Effect of Valid Amotion; Vacancy. tion be legal and authorized, the office becomes ipso facto vacant from the time the amotion is declared, and another person may be elected or appointed to fill it. If the removed officer afterward continues to act, he is a mere usurper, and may be ousted on quo warranto and punished. Amotion from one office does not, of course, affect the party's title to another.1

CHAPTER X.

CORPORATE MEETINGS.

§ 257 (195). Subject outlined.

The subject of Corporate Meetings will be considered under the following general heads :— 1. Common Law Requisites of a Valid Corporate Meetingsecs. 258-261.

2. Notice of Corporate Meetings at Common Law and under the English Municipal Corporations Act-secs. 262-265.

3. New England Town Meetings; Requisites of Notice and Power of Adjournment-secs. 266-269.

4. Constitution and Meetings of Councils, or of Select Governing Bodies, and herein of Quorums and Majorities; of Integral Parts; and of Stated, Special, and Adjourned Meetings secs. 270-287. 5. Mode of Proceeding when convened secs. 288-292.

§ 258 (196). Common-Law Requisites of a Valid Corporate Meeting. As respects their mode of action, municipal corporations in this country are of two general classes. In the one, as in the organization of towns in the New England States, heretofore adverted to, all of the qualified inhabitants meet, act, and vote, in person.1 In the other, which is the kind that prevails generally throughout the States, and even in many of the larger places in New England, the affairs of the town or city are administered by a select or representative body, usually denominated the council, and which is elected by the qualified voters of the incorporated place, not assembled together in a meeting, but at an election, where each elector votes separately and by ballot.2

§ 259 (197). Corporate Meetings. -The latter class of corporations is properly municipal. The former class is not so strictly municipal as it is public in its character. Where there is a council or governing body, the inhabitants or voters, in their natural capacity, have no power to act for or to bind the corporation, but the corpora

1 Ante, chap. ii. sec. 28.

8 Ante, chap. i. sec. 9; chap. ii. secs.

2 Ante, chap. ii. sec. 28 et seq.; chap. 22, 23, and note. ix. sec. 194 et seq.

tion must act, and can be bound only through the medium of this body. Therefore, authorized acts done by the council are not their acts, but those of the corporation. The council is a body which is constantly changing; it is simply the agent of the corporation. But its members, it has been well observed, are not only not the municipal corporation, but are not even a corporation. Whether the corporation be of the one class or the other, its affairs must be transacted at a corporate meeting, in the one case of the qualified inhabitants, and in the other of the members of the council or governing body, duly convened at the proper time and place, and upon due notice in cases where notice is requisite.2

§ 260 (198). Requisites of a valid Corporate Meeting of the old English Municipal Corporations. In England, prior to the General Municipal Corporations Act of 1835,3 the requisites of a valid corporate meeting depended upon the constitution of the particular corporation under its charter, or prescriptive usage. To constitute a corporate assembly there must at common law be present the mayor or other head-officer (he being considered an integral part of the corporation, in whose absence no valid corporate act could be done), a majority of the members of each select or definite class (these classes being also considered integral parts), and some members of the indefinite body (indefinite in point of numbers) usually styled the commonalty, and of each of the indefinite classes if there be more than one. If there be no indefinite class, and the governing body consist of a select or definite class, the common-law requisite of a valid corporate assembly is, that a majority of the select class must be present; and if there be more than one such class, then a majority of each of the select classes of which the corporation is constituted; and the presence of the mayor at a select assembly of this kind is not necessary, unless it is expressly required. But where a common council exists (which, in contemplation of the ancient law, is a meeting of the body at large, or those of them who

1 Regina v. Paramore, 10 Ad. & El. 286; see Regina v. York, 2 Queen's B. 850; Mayor v. Simpson, 8 Queen's B. 73; ante, sec. 39. The Municipal Corpora tions Act 1882, sec. 10, expressly provides that "the council shall exercise all the powers vested in the corporation by this Act or otherwise." Post, sec. 265.

2 Dey v. Jersey City, 19 N. J. Eq. 412 (1869); Baltimore v. Poultney, 25 Md. 18 (1866).

Ante, chap. iii. sec. 35 et seq.

Ante, chap. iii. sec. 35. Further as to mayor, see ante, chap. ix., relating to Municipal Elections and Officers, sec. 208.

5 Wille. 52, 53, 66; Rex v. Atkyns, 3 Mod. 23; 1 Rol. Abr. 514; Rex v. Carter, Cowp. 59; Rex v. Smart, 4 Burr. 2143; Rex v. Gaborian, 11 East, 87, note; Rex v. Morris, 4 East, 26; Rex v. Bellringer, 4 Term R. 823; Rex v. Miller, 6 Term R. 278; Rex v. Varls, Cowp. 250; Rex v. Monday, Cowp. 539.

6 See authorities cited in the last note,