490 ceived no of circul ceeding omitte quire the pro a' CORPORATE MEETINGS AND ALATIONS. or from such matters as have been. does a clause in [$ 297. mentioned in the notifica the charter declaring that all or any business ton, will render the proceedings pro tanto voidable.1 Nor of the corporation may be transacted or acted on at special meetings, nor a by-law passed in pursuance of the charter, prescribing how notice of special meetings shall be served upon the stockholders, dispense with the necessity of specifyThus an assessment upon shares already fully paid can not be ing in such a case, the purpose in the notice of the meeting. legally made at a meeting special meeting, unless the stockholders have objects of the meeting, so that they can attend and vote upon been duly notified of the proposed assessment as one of the a matter of such importance. And where the object of the not be held at the same time. But a notice of a corporate meeting is not bad because it states as one of the purposes of the meeting the consideration of a matter which the company could not lawfully act upon; and resolutions passed at the meeting in respect of things within the corporate powers are not rendered invalid by reason of resolutions regarding other matters ultra vires. In a well considered English case it is held that notice of an intention "to remove any of the present directors" would justify a resolution removing all of them." Where the constitution of a society prescribed a different order of business for different meetings, and further declared that any of those orders might be suspended at any time by was to amend the by-laws, an election of officers can 1 Atlantic De Laine Co. v. Mason, (1858) 5 R. I. 463, 471, 472, per Ames, C. J. Cf. People v. Albany & S. R. Co., (1869) 55 Barb. 344; Smith v. Erb, 4 Gill, 437; Warner v. Mower, (1839) 11 Vt. 385. At a meeting of pew-owners called by a justice of the peace, on application to him therefor, for the purpose of organizing a corporation, the pew-owners have no power to pass votes making repairs, or controlling the meetinghouse, the meeting being called before the corporation was organized. Mayberry v. Mead, (1888) 80 Me. 27. 2 Atlantic De Laine Co. v. Mason, (1858) 5 R. I. 463, 471, 472, per Ames, C. J. 3 People's Ins. Co. v. Westcott, 14 Gray, 440. 4 Cleve v. Financial Co., (1873) L. R. 16 Eq. 363, 377, 378. the vote of the majority of the members present at any meeting, but with the proviso that this should not be construed so as to justify the introduction into any meeting of business which did not properly belong to it and for which special provision was made in the constitution, it was held that the suspension of any particular order could take place only on the evening to which that order was specially assigned.' The selling of votes or of proxies to vote at corporate meetings is prohibited by statute in New York, and a person offering to vote may be required by the inspectors of the election to take an oath that he has neither directly nor indirectly received any promise or sum of money, or anything of value, to influence his vote. So on the other hand the person offering to vote as an agent, attorney or proxy may be required to swear that he has not induced the giving of the authority by bribery." § 298. Elections.-The manner of electing directors and officers of corporations is regulated largely by custom, and in the absence of any positive law on the subject, all that is nec essary is that the will of the members be accurately ascertained. The presumption omnia rite acta is applicable to corporate elections, and in the absence of positive proof of irregularities amounting to a suppression of the will of the electors, the courts are reluctant to question the validity of the proceedings. Although it is not lawful to open the poll 1 Weatherly v. Montgomery Co. Medical & Surgical Society, (1884) 76 Ala. 567. 2 N. Y. Laws of 1890, ch. 564, § 54. 3 N. Y. Laws of 1890, ch. 564, § 54. 4 In re Chenango County Ins. Co., (1838) 19 Wend. 634; Fox v. Allensville &c. Turnpike Co., 46 Ind. 31; Philips v. Weckham, (1829) 1 Paige, 590. At a meeting of stockholders called to elect directors under Ohio Rev. St. § 3246, the right to choose the inspectors of election is vested in the stockholders and not in the directors. State v. Merchant, (1881) 37 Ohio St. 251. 5 Hathaway v. Addison, 48 Me. 440. In an election for directors, where there is no proof that there were not enough votes cast to elect, and the directors elected received all the votes cast, there is no presumption that the votes cast were not sufficient to elect. Beardsley v. Johnson, (1888) 49 Hun, 607. 6 On an information in the nature of a quo warranto, to test respondents' title to the office of trustees of an incorporated religious society, it appeared that notice was given for the regular election after the morning service; that, owing to some disturbance, the chairman of the board of trustees adjourned the meeting of his own motion; that several members announced that there would be or from such matters as have been mentioned in the notification, will render the proceedings pro tanto voidable.1 Nor does a clause in the charter declaring that all or any business of the corporation may be transacted or acted on at special meetings, nor a by-law passed in pursuance of the charter, prescribing how notice of special meetings shall be served upon the stockholders, dispense with the necessity of specify ing in such a case, the purpose in the notice of the meeting. Thus an assessment upon shares already fully paid can not be legally made at a special meeting, unless the stockholders have been duly notified of the proposed assessment as one of the objects of the meeting, so that they can attend and vote upon a matter of such importance. And where the object of the meeting was to amend the by-laws, an election of officers can not be held at the same time. But a notice of a corporate meeting is not bad because it states as one of the purposes of the meeting the consideration of a matter which the company could not lawfully act upon; and resolutions passed at the meeting in respect of things within the corporate powers are not rendered invalid by reason of resolutions regarding other matters ultra vires. In a well considered English case it is held that notice of an intention "to remove any of the present directors" would justify a resolution removing all of them." Where the constitution of a society prescribed a different order of business for different meetings, and further declared that any of those orders might be suspended at any time by 1 Atlantic De Laine Co. v. Mason, (1858) 5 R. I. 463, 471, 472, per Ames, C. J. Cf. People v. Albany & S. R. Co., (1869) 55 Barb. 344; Smith v. Erb, 4 Gill, 437; Warner v. Mower, · (1839) 11 Vt. 385. At a meeting of pew-owners called by a justice of the peace, on application to him therefor, for the purpose of organizing a corporation, the pew-owners have no power to pass votes making repairs, or controlling the meetinghouse, the meeting being called before the corporation was organized. Mayberry v. Mead, (1888) 80 Me. 27. 2 Atlantic De Laine Co. v. Mason, (1858) 5 R. I. 463, 471, 472, per Ames, C. J. 3 People's Ins. Co. v. Westcott, 14 Gray, 440. 4 Cleve v. Financial Co., (1873) L. R. 16 Eq. 363, 377, 378. 5 Isle of Wight Ry. Co. v. Tahourdin, (1883) 25 Ch. Div. 320, 325. "I think,” said Fry, L. J., "that any other form of requisition would have been embarrassing, because it is obvious that the meeting might think fit to remove a director or allow him to remain, according to his behavior and demeanor at the meeting with regard to the proposals made at it." the vote of the majority of the members present at any meeting, but with the proviso that this should not be construed so as to justify the introduction into any meeting of business which did not properly belong to it and for which special provision was made in the constitution, it was held that the suspension of any particular order could take place only on the evening to which that order was specially assigned.' The selling of votes or of proxies to vote at corporate meetings is prohibited by statute in New York, and a person offering to vote may be required by the inspectors of the election to take an oath that he has neither directly nor indirectly received any promise or sum of money, or anything of value, to influence his vote. So on the other hand the person offering to vote as an agent, attorney or proxy may be required to swear that he has not induced the giving of the authority by bribery.3 § 298. Elections.- The manner of electing directors and officers of corporations is regulated largely by custom, and in the absence of any positive law on the subject, all that is necessary is that the will of the members be accurately ascertained. The presumption omnia rite acta is applicable to corporate elections," and in the absence of positive proof of irregularities amounting to a suppression of the will of the electors, the courts are reluctant to question the validity of the proceedings. Although it is not lawful to open the poll 1 Weatherly v. Montgomery Co. Medical & Surgical Society, (1884) 76 Ala. 567. 2 N. Y. Laws of 1890, ch. 564, § 54. 3 N. Y. Laws of 1890, ch. 564, § 54. ♦ In re Chenango County Ins. Co., (1838) 19 Wend. 634; Fox v. Allensville &c. Turnpike Co., 46 Ind. 31; Philips v. Weckham, (1829) 1 Paige, 590. At a meeting of stockholders called to elect directors under Ohio Rev. St. § 3246, the right to choose the inspectors of election is vested in the stockholders and not in the directors. State v. Merchant, (1881) 37 Ohio St. 251. 5 Hathaway v. Addison, 48 Me. 440. In an election for directors, where there is no proof that there were not enough votes cast to elect, and the directors elected received all the votes cast, there is no presumption that the votes cast were not sufficient to elect. Beardsley v. Johnson, (1888) 49 Hun, 607. 6 On an information in the nature of a quo warranto, to test respondents' title to the office of trustees of an incorporated religious society, it appeared that notice was given for the regular election after the morning service; that, owing to some disturbance, the chairman of the board of trustees adjourned the meeting of his own motion; that several members announced that there would be at an election of directors, before the time fixed in the notice, yet after the election has commenced, it is not improper for the inspectors to keep it open as long, within a reasonable discretion, as is necessary to receive the votes of all the stockholders present, ready and offering to vote. "Every principle of construction is in favor of full time, otherwise business may be badly done by being hurried, or embarrassed and defeated by the raising of dilatory objections and protracted examination and discussion." The rights of duly elected directors, whom the presiding officer declines to recognize as such, are not affected by an irregular and unofficial meeting reorganized by those remaining after adjournment of the meeting at which they were elected, their rights being derived from the election alone. Where, at a stockholders' meeting for the election of directors of the corporation, certain persons receive the requisite number of votes, the fact that the presiding officer insists on counting certain votes otherwise than as they should be counted, announces the result of the election to be otherwise. than as it really is, issues certificates of election to those not entitled to them, and declares the meeting adjourned, although a majority vote against adjournment, in no way affects the rights as directors of those in fact elected. The provision of the New York statute requiring directors of corporations to be elected annually, is applicable to all corporations not excluded from its operation expressly or by necessary implication. The omission of a corporation to provide, by a by-law, for an election, does not affect the case. Where, therefore, an election is had more than a year after a previous election, or after organization, shareholders who acquired their stock after the a meeting in the afternoon; that in the afternoon respondents were elected at a meeting at which the regular chairman refused to preside. But it was held that, though the election may have been irregular, respondents were at least entitled to hold their office until others, having a better right to the office, were chosen. People v. Nappa, (Mich. 1890) 45 N. W. Rep. 355. But vide infra, § 302. 1 People v. Albany & S. R. Co., (1869) 55 Barb. 344, 361, citing In re Long Island R. Co., (1838) 19 Wend. 37. 2 In re Mohawk &c. R. Co., (1838) 19 Wend. 135; Rex v. Mayor &c. of Carmathen, 1 Maule & S. 697; People v. Albany &c. R. Co., (1869) 55 Barb. 344. 98. 3 State v. Smith, (1887) 15 Oregon, 4 State v. Smith, 15 Oregon, 98. |