Exceptions, however, are made in the case of executors, ad-
ministrators and trustees. But a trustee holding stock for
the corporation itself is not qualified to vote thereon. It is
against public policy that the officers of the company or per-
sons holding shares of its own stock for it in trust, should be
permitted by voting at corporate meetings to influence the
action taken or to control the election of officers and direct-
ors.'
It is immaterial whether an executor derives his letters
of probate from a court of the incorporating State or from a
foreign court."

§ 276. Of the quorum and the majority.

A quorum is such a number of the members of a body as is necessary to

the transaction of business at a meeting thereof.1 Less than that number may meet and adjourn from day to day, but can not bind the body by any action which they may take. The number of directors or of members of a corporation, necessary to constitute a quorum for the transaction of business at corporate meetings, is frequently prescribed by the by-laws of the company, either expressly or by necessary implication, from such provisions as that a majority vote shall be necessary to determine the action of the body. And under a by-law directing that no business shall be transacted at any meeting of the stockholders unless a majority of the stock is represented, it is held that even though the whole number of shares into which the capital stock is divided has not been taken, a majority of the whole number must be represented in order to constitute a quorum. It is only necessary, however, even

1 Citizens' Mutual &c. Ins. Co. v. Shortwell, (1864) 8 Allen, 217; In re Homer District Consol. G. Mines, Limited, (1888) 4 Ry. & Corp. L. J. 143; s. c. 39 Ch. Div. 546; Tennessee & Coosa R. Co. v. East Alabama Ry. Co., (1883) 73 Ala. 426.

2 The English Companies Clauses Act of 1845 prescribes that in order to constitute a meeting (whether ordinary or extraordinary) there shall be present, personally or by proxy, the prescribed quorum, and if no quorum be prescribed then shareholders holding in the aggregate not less than one twentieth of the capital of the company, and being in number not less than one for every five hundred pounds of such required proportion of capital, unless such number would be more than twenty, in which case twenty shareholders, holding not less than one twentieth of the capital of the company, shall be the quorum; and if within one hour from the time appointed for such meeting the said quorum be not present no business shall be transacted at the meeting, other than the declaring of a dividend, in

case that shall be one of the objects of the meeting, but such meetings shall, except in the case of a meeting for the election of directors, hereinafter mentioned, be held to be adjourned sine die. 8 Vic. ch. 16, § 72.

3 Foster v. Mullanphy Planing Mill Co., (1887) 92 Mo. 79; Ellsworth Woolen Manuf. Co. v. Faunce, (1887) 79 Me. 440. "A majority of the directors of any corporation convened according to the by-laws, shall constitute a quorum for the transaction of business." Conn. Gen. Stat. 279, § 12. The provision of Conn. Sess. Laws of 1885, p. 493, that the assignment of any corporation may be made by the directors in legal meeting called for that purpose does not change this rule as to a quorum. "There can be no doubt that a majority of the directors could make a valid assignment." Chase v. Tuttle, (1887) 55 Conn. 455; s. c. 3 Am. St. Rep. 64, 66.

4 Ellsworth Woolen Manuf. Co. v. Faunce, (1887) 79 Me. 440. In this case the by-laws provided that "the capital stock of the company shall

under these provisions that a majority shall be present; and if the larger number of that majority concur in any resolution, it is sufficient to bind the corporation. And generally a majority constitutes a quorum, and a majority of the quorum may validly act and control the meeting, even though they be a minority of the whole number entitled to attend and vote,2 or even a minority of those attending where all present do not vote. For members can not be present for purposes of obstruction and yet be considered as absent when the vote is taken. In the case of directors, who occupy a fiduciary relation to the company, it is essential that the majority of the quorum shall be disinterested in respect of the matters voted upon. Thus a director in a corporation is disqualified.

be ten thousand dollars, divided into four hundred shares of twenty-five dollars each," and that "no business shall be transacted at any meeting of the stockholders, unless a majority of the stock is represented, except to organize the meeting, and adjourn to some future time." And it was held that, although only two hundred and forty-three shares had been subscribed for, it required two hundred and one shares to constitute a majority, and that an election of directors at a meeting where less than that number was represented, was illegal.

Pa. St. 134; Brown v. Pacific Mail
Steamship Co., (1867) 5 Blatchf. 525;
Craig v. First Pres. Church, (1878) 88
Pa. St. 42; s. c. 32 Am. Rep. 417;
In re St. Mary's Church, (1822) 7 Serg.
& R. 517; Madison Ave. &c. Church
v. Baptist Church, (1867) 5 Robt. (N.
Y.) 649; Dudley v. Kentucky High
School, (1871) 9 Bush, 578; Everett
v. Smith, 22 Minn. 53; Gifford v.
New Jersey R. Co., (1854) 10 N. J.
Eq. 171; Durfee v. Old Colony &c.
R. Co., (1862) 5 Allen, 230, 242; New
Orleans &c. R. Co. v. Harris, (1854) 27
Miss. 517, 537; Columbia Bottom &c.
Co. v. Meier, 39 Mo. 53. Cf. Tread-

1 Foster v. Mullanphy Planing Mill well v. Salisbury Manuf. Co., (1856) Co., (1887) 92 Mo. 79.

2 Field v. Field, (1832) 9 Wend. 394; Sargent v. Webster, (1847) 13 Met. 497; s. c. 46 Am. Dec. 743; Ex parte Willcocks, (1827) 7 Cow. 402; s. c. 17 Am. Dec. 525; People v. Walker, (1856) 2 Abb. Pr. 421; s. C., (1856) 23 Barb. 308; St. Louis Colonization Assoc. v. Hennessy, (1882) 11 Mo. App. 555; Angell & Ames on Corporations, § 464; Willcock on Municipal Corporations, § 66; King v. Whitaker, 9 Barn. & C. 648; Gowen's Appeal, 10 Week. N. Cas. 85; Commonwealth v. Wickersham, 66

7 Gray, 393; s. c. 66 Am. Dec. 490; Stevens v. Rutland &c. R. Co., (1851) 27 Vt. 545; Stevens v. South Devon R'y Co., (1851) 9 Hare, 313.

3 State v. Green, 37 Ohio St. 227: Gowen's Appeal, 10 Week. N. Cas. 85. But see Commonwealth v. Wickersham, 66 Pa. St. 134, an earlier case than the Pennsylvania case cited above. Cf. Speaker Reed's rulings in the 1st session of the 51st Congress, Cong. Rec. of Feb. 18, 1890.

4 Smith v. Los Angeles Immigration &c. Assoc., (1889) 78 Cal. 289; s. c. 12 Am. St. Rep. 53.

to vote upon a resolution authorizing the renewal of two notes one of which is in his favor; and his vote can not be counted for the purpose of sustaining the resolution as to the other note in which he had no interest. In directors' meetings the majority is counted per capita; and also in meetings of the body of members of companies and associations not having capital stock. But in companies having capital stock, it is a majority in interest, that is, persons holding a majority of the shares into which the capital stock is divided, who control the action of the meeting, with this qualification, however, that even though a person own enough shares to constitute a quorum he can not hold a corporate meeting alone. There must be at least two to constitute a "meeting." He can not even when owning an overwhelming majority of shares, bind the corporation by his individual acts. Whether he may do so when holding the entire capital stock has been differently decided."

§ 277. Power of the majority — (a) In corporations having capital stock. While the minority have certain rights and are entitled to consideration at the hands of the majority,

1 Smith v. Los Angeles Immigration &c. Assoc., (1889) 78 Cal. 289; s. c. 12 Am. St. Rep. 53.

2 Granger v. Grubb, (1870) 7 Phila. 350; Hays v. Commonwealth, 82 Pa. St. 518. But see Taylor v. Griswold, 3 Green, 122; s. c. 27 Am. Dec. 33. In England "at all general meetings of the company every shareholder shall be entitled to vote according to the prescribed scale of voting, and where no such scale shall be prescribed [by the articles of association], every shareholder shall have one vote for every share up to ten, and he shall have an additional vote for every five shares beyond the first ten shares held by him up to one hundred, and an additional vote for every ten shares held by him beyond the first hundred shares; provided always, that no shareholder shall be entitled to vote at any meeting unless he shall have paid all the calls then due

upon the shares held by him." 8 Vic. ch. 16, § 75.

England v. Dearborn, (1886) 141 Mass. 590; Sharpe v. Dawes, (1876) 46 L. J. Q. B. 104; Hopkins v. Roseclare Lead Co., (1874) 72 Ill. 373.

4 England v. Dearborn, (1886) 141 Mass. 590.

6 Button v. Hoffman, (1884) 61 Wis. 20; s. c. 50 Am. Rep. 131, holds that he may not. But Swift v. Smith, (1886) 65 Md. 428; s. c. 57 Am. Rep. 336, holds that he may.

6 Commonwealth v. Cullen, 13 Pa. St. 133; s. c. 33 Am. Dec. 450, where it was said that an opportunity to deliberate and if possible to convince their fellows is the right of the minority; Wood v. Woad, (1874) L. R. 9 Ex. 190; Blisset v. Daniel, (1853) 10 Hare, 493; Natusch v. Irving, (1824) 2 Coop. Geo. Ch. 358; Const v. Harrie, (1824) Turn. & R. 496. Vide infra, § 301. Although it be prescribed that meetings shall be called

the general rule is that the holders of a majority of the shares in an unincorporated company having capital stock shall control the affairs of the concern, and the minority can not interfere therewith unless they show some good reason for interference. Thus the board of directors of a corporation have the general right to apply its property to the payment of its debts; and a majority of stockholders present at a meeting