there are circumstances under which a meeting may be otherwise lawfully assembled. If the directors fail to call the meeting when required or send out insufficient notices thereof, the members may call a meeting themselves. Especial care is to be observed in respect of the notifications sent to members and stockholders. The same is true in calling special meetings of governing corporate bodies, such as boards of trustees or directors, undue haste and irregularity respecting notification being fatal to the legality of the proceedings. The notification should set forth in a general way the nature of the business to be transacted at the special meeting, and action taken upon matters not mentioned in the notice is invalid. Where, however, the minutes recite that a meeting was "called for the purpose" of transacting a certain piece of business, it will be presumed until the contrary is proven that the purpose was specified in the call. The presumption omnia rite acta covers a multitude of sins in such cases, and throws the burden on those who would deny the regularity of a meeting for want of due notice, to establish it by proof." And in the absence of fraud or conspiracy irregularities in the calling of special meetings may be cured by the reading and approval of the minutes at a subsequent meeting properly called."

§ 274. Qualifications of voters — (a) In general.— In companies and associations not having capital stock the qualifications of voters at corporate meetings are generally prescribed

1 Newcomb v. Reed, (1866) 12 Allen, 362; Citizens' Mutual F. Ins. Co. v. Sortwell, (1864) 8 Allen, 217; Judah v. American Live Stock Ins. Co., (1853) 4 Ind. 333; Chamberlain v. Painesville &c. R. Co., (1864) 15 Ohio St. 225.

28 Vic. ch. 16, § 70; Isle of Wight Ry. Co. v. Tahourdin, 25 Ch. Div. 320; Browne & Theobald's Ry. Law, 98. Cf. W. Va. Code, ch. 53, § 41. State v. Smith, (1887) 15 Oregon,

98.

4 Isle of Wight Ry. Co. v. Tabourdin, 25 Ch. Div. 320; D'Arcy v.

Tamar &c. Ry. Co. L. R. 2 Ex. 158; 8 Vic. ch. 16, § 69; Doyle v. Mizner, 42 Mich. 332; Kersey Oil Co. v. Oilcreek &c. R. Co., 12 Phila. 374; Pike Co. v. Rowland, 94 Pa. St. 238; State v. Ferguson, 31 N. J. 107; Farwell v. Houghton Copper Works, (1881) 8 Fed. Rep. 66; Harding v. Vandewater, (1870) 40 Cal. 77.

5 Chase v. Tuttle, (1887) 55 Conn. 455; s. c. 3 Am. St. Rep. 64, 66.

6 Sargent v. Webster, (1847) 18 Met. 504; s. c. 46 Am. Des. 743.

County Court v. Baltimore & O. R. Co., (1888) 35 Fed. Rep. 161.

by the by-laws of the organization. It is not every "member" of such associations that is entitled to participate in its corporate meetings. There are but few examples, however, of companies having capital stock where any other qualification than the bona fide ownership of shares and registration for a certain number of days prior to the corporate meeting, is required of persons offering to take part therein,2 the right to vote at corporate meetings being incident to the ownership of shares both by natural persons, and by other companies or corporations, municipal or private. And this right is not to be impaired by any by-law of the corporation." But a railroad company, in issuing certificates of preferred stock, can stipulate that the holders shall not have or exercise the right to vote at any meeting of the holders of the capital stock of the company. The best evidence of ownership is the registration

of the stockholder upon the corporate books."

1 See cases cited supra, p. 123, n. 1. Cf. §§ 71, 80 and 81, supra.

2 See, for example, the New York General Incorporation Act, N. Y. Laws of 1890, ch. 564, §§ 54 et seq., and the General Railway Act, N. Y. Laws of 1850, ch. 140, § 5.

3 A stockholder is entitled to vote upon stock issued by way of dividend as well as upon his original shares. Bailey v. Railroad Co., 22 Wall. 604, 637. As to whether scrip certificates issued by way of dividend can be voted, see Bailey v. Railroad Co., 22 Wall. 604, 635. But see State v. Hunton, 28 Vt. 594, from which it would seem that a statutory restriction of the right to citizens of the State may be constitutional.

Kreiger v. Shelby R. Co., (1886) 84 Ky. 66, per Pryor, J. As to votes upon stock held by partners, see Kenton Furnace, Railroad & Manuf. Co. v. McAlpin, 5 Fed. Rep. 737; Hardy v. Norfolk Manuf. Co., 80 Va. 404; Allen v. Hill, 16 Cal. 113. In England if several persons be jointly entitled to a share, the person whose

name stands first in the register of shareholders as one of the holders of such share shall, for the purpose of voting at any meeting, be deemed the sole proprietor thereof; and on all occasions the vote of such firstnamed shareholder, either in person or by proxy, shall be allowed as the vote in respect of such share, without proof of the concurrence of the other holders thereof. 8 Vic. ch. 16, § 78. Cf. Hoppin v. Buffum, 9 R. I. 513; s. c. 11 Am. Rep. 291; In re St. Lawrence Steamboat Co., 44 N. J. 529; Downing v. Potts, 23 N. J. 66.

5 Brewster v. Hartley, (1869) 37 Cal. 15, 24; s. c. 99 Am. Dec. 237; People v. Kip, 4 Cow. 382, n.; Rex v. Spencer, 3 Burr. 1827.

6 Miller v. Batterman, (Ohio, 1890) 24 N. E. Rep. 496.

7 Registration as owner of the shares being usually held conclusive of the right to vote thereon. Ex parte Willcocks, (1827) 7 Cow. 402; s. c. 17 Am. Dec. 525; Beckett v. Houston, 32 Ind. 393; State v. Ferris, 42 Conn. 560, 568; Vandenburgh v. Broadway Ry. Co., 29 Hun, 348,

There are but few examples, Lowever, of cora

tions that is entitled to partic pate in its corpo

s of the organization. It is not every "member "

there are circumstances under which a meeting may
wise lawfully assembled.' If the directors fail
meeting when required or send out insufficient
the members may call a meeting themselves
is to be observed in respect of the notifica
bers and stockholders. The same is tr
meetings of governing corporate bod
trustees or directors, undue haste an
notification being fatal to the leg
The notification should set forth
of the business to be transacte
action taken upon matters no
valid. Where, however, th
was called for the purpos
business, it will be presur
the purpose was speci
omnia rite acta cover,
throws the burden

66

of a meeting for w And in the abser

calling of specia approval of t called."

Ican

see Peo

art therein? the right to vote at on the corporate meeting, is required då

ent to the owneritip of wana

p of shares and registration for a seren al stock where any other qualification tran

. such usferred to

of enabling you

on at this election, and

a have not contracted to sell transfer them upon any condition,

- agreement, or understanding in relation to your manner of voting at this election." N. Y. Rev. Stat. (7th ed.) 1369, 1370; N. Y. Laws of 1880, ch. 510, § 2. See also N. Y. Laws of 1890, ch. 564, § 54. In that State any person offering to vote as agent, attorney or proxy for another shall, if required by the inspector of election, take and subscribe an oath

where it is ner must be alether registered or v. Smith, 15 Hun, 222. o. Hill, 16 Cal. 113. "In where the right of voting any share or shares of the stock

$ 274. panies a tions

36'

17

any incorporated company of this to the effect that he believes that the

State

the

shall be questioned, it shall be duty of the inspectors of the elections to require the transfer books of said company as evidence of stock held in the said company; and all such shares as may appear standing thereon in the name of any person or persons shall be voted on by such person or persons directly by themselves, or by proxy, subject to the provisions of the act of incorporation." 2 N. Y. Rev. Stat., (7th ed.) 1535. See also N. Y. Laws of 1890, ch. 564, § 54.

stock upon which he offers to vote, is truly and in good faith vested in and subject to the control of the person in whose name they stand. N. Y. Laws of 1880, ch. 510, § 2. And in Virginia when a vote is offered to be given upon stock transferred within sixty days before the meeting, if any person present object to the vote, it can not be counted, unless the stockholder make oath that the stock on which such vote is to be given is held by him bona fide. Va. Code, (1873) p. 548.

however, are made in the case of executors, adand trustees. But a trustee holding stock for itself is not qualified to vote thereon. It is y that the officers of the company or perf its own stock for it in trust, should be corporate meetings to influence the the election of officers and directer an executor derives his letters

§ 275. (b) Trustees, executors, etc.- Trustees for the company itself. It is against public policy to permit the holder of the bare legal title, having no interest in the prosperity of the enterprise, to participate in its management.1