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directors were legally notified of the first special meeting, in the absence of fraud or conspiracy on the part of the officers or directors. An officer issuing the notice can not take ad

vantage of irregularities therein.2

§ 280. Notice to be unconditional. The notice of corporate meetings must be absolute and unconditional. In a recent English case in point, notice of an extraordinary general meeting to be held at a given time and place, on the 12th of July, for the purpose of passing resolutions for the voluntary liquidation and reconstruction of the company, concluded as follows: "Should such resolutions be duly passed, the same will be submitted for confirmation as special resolutions to a subsequent extraordinary general meeting of the company, which will be held on the 29th of July at the same time and place." The meeting of the 12th of July was held, and the resolutions were declared by the chairman to be passed, and on the 15th of July the company caused a copy of a financial newspaper, containing a report of the meeting, to be sent to each shareholder, with a mark placed against the report. At the meeting of the 29th of July the resolutions were confirmed. A shareholder moved for an injunction restraining the directors from carrying into effect the resolutions, and from transferring the undertaking to any other company, on the ground, amongst others, that the notice for the 29th of July was bad, and the resolutions were therefore invalid; and it was held that the notice of the meeting of the 29th of July being conditional, was not good, and that an injunction should be granted.3

281. Service of notice.

To support the validity of corporate acts, each member must be actually summoned. The

1 County Court v. Baltimore &c. len, 13 Pa. St. 133; s. c. 53 Am. Dec. R. Co., (1888) 35 Fed. Rep. 161.

2 Schenectady &c. Plank Road Co. v. Thatcher, (1854) 11 N. Y. 102; Bucksport &c. R. Co. v. Buck, 68 Me. 81.

3 Alexander v. Simpson, (Eng. Ch. App. 1889) 6 Ry. & Corp. L. J. 497.

Angell & Ames on Corporations, § 492; People v. Albany &c. R. Co., 55 Barb. 344; Commonwealth v. Cul

450; Shelby R. Co. v. Louisville &c. R. Co., 12 Bush, 62; McDaniels v. Flower Brook Manuf. Co., (1850) 22 Vt. 274; Jackson v. Hampden, 20 Me. 37; Wiggin v. Freewill Baptist Church, 8 Metc. 301; San Buenaventura Commercial Co. v. Vassault, (1875) 50 Cal. 534; Smyth v. Darley, 2 H. L. Cas. 789; Rex v. Langhorn, 4 Ad. & E. 538; Moore v. Hammond,

manner of giving notice of corporate meetings is generally provided in the charter or by-laws, but in the absence of such provision, it should be regulated according to the general law of corporations. This general law is, that notice should be personally served, upon the stockholder himself, or, in the case of his death, upon his executor or administrator, at a reasonable time before the date of meeting. An established custom, however, of sending notice through the mails, may render personal service unnecessary where there is no statute, charter or by-law requiring it. But if the manner of serving notice of corporate meetings be prescribed by statute, charter or by

6 Barn. & C. 456. Cf. People v. Batchelor, (1860) 22 N. Y. 128, 134; People v. Peck, (1834) 11 Wend. 604; s. c. 27 Am. Dec. 104; McDougall v. Gardiner, 1 Ch. Div. 13; Shontz v. Unangst, 3 Watts & S. 45; Stebbins v. Merritt, (1852) 10 Cush. 27; Cannon v. Trask, L. R. 20 Eq. 669. When stock has been pledged, the notice of meeting should be served upon the pledgor unless the pledgee has foreclosed. New York &c. R. Co. v. Schuyler, (1860) 38 Barb. 534, 542; McDaniels v. Flower Brook Manuf. Co., (1850) 22 Vt. 274.

1 In re Long Island R. Co., 10 Wend. 37; Newling v. Francis, 3 Term Rep. 189.

2 Stevens v. Eden Meeting House Society, (1839) 12 Vt. 688; Taylor v. Griswold, 3 Green, 122; s. c. 27 Am. Dec. 33; Tuttle v. Michigan Air Line R. Co., (1877) 35 Mich. 247; Harding v. Vandewater, 40 Cal. 77; Savings Bank v. Davis, 8 Conn. 191; Stow v. Wise, 7 Conn. 214; s. c. 18 Am. Dec. 99; Wiggin v. Freewill Baptist Church, 8 Metc. 301. Cf. Porter v. Robinson, 30 Hun, 209; Stebbins v. Merritt, (1852) 10 Cush. 27; Rex v. Doncaster, 2 Burr. 738; Rex v. Town of Liverpool, 2 Burr. 723.

3 As to effect of death of shareholder upon the validity of a meeting held before the appointment of

his administrator, see Freeman's National Bank v. Smith, 13 Blatchf. 220.

4 In re Long Island R. Co., (1838) 19 Wend. 37; s. c. 32 Am. Dec. 429; Wiggin v. Freewill Baptist Church, 8 Metc. 301. Cf. Covert v. Rogers, 38 Mich. 368; s. c. 2 Am. Rep. 706. As to what constitutes a reasonable time, see Shelby R. Co. v. Louisville &c. R. Co., 12 Bush, 62. At least fourteen days' public notice by advertisement of all meetings, both ordinary or extraordinary, is required by 8 Vic. ch. 16, § 71.

5 Thus the Albany Medical College created by N. Y. Laws of 1839, ch. 26, is not controlled by 1 N. Y. Rev. St. 460, which applies only to institutions for literary instruction. Accordingly in absence of any showing that all the members of the board of trustees of Albany Medical College did not receive the postal card mailed to each, and notifying them of the time and place of the meeting at which S. was removed from the position of professor therein, it was held, that they would be presumed to have been received; such being for many years the custom of giving notice. People v. Albany Medical College, 26 Hun, 348; reversing s. c. 10 Abb. N. Cas. 122; s. c. 62 How. Pr. 220.

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law, a strict compliance with the provisions thereof must be observed and is necessary to the validity of the business transacted at any meeting. The presumption, however, of omnia rite acta is applicable to notices of corporate meetings; so that, in the absence of evidence to the contrary, it will be presumed that all legal steps necessary to call a meeting, at which a quorum attended, were duly taken. And a finding that a meeting of directors of a corporation was "duly and regularly convened," and that an assessment made thereat was "lawfully and rightfully" levied, includes a finding that the necessary notice was given. It does not lie in the mouth of one who has attended a corporate meeting afterwards to object that he was not duly notified thereof." Neither can one

1 Reilly v. Oglebay, (1884) 25 West Va. 36; Warner v. Mower, (1939) 11 Vt. 385; Stevens v. Eden Meeting House Society, (1839) 12 Vt. 688; Johnston v. Jones, (1872) 23 N. J. Eq. 216; Shelby R. Co. v. Louisville &c. R. Co., 12 Bush, 62; Swansea Dock Co. v. Levien, 20 L. J. Ex. 447. Cf. Citizens' Mutual &c. Co. v. Sortwell, (1864) 8 Allen, 217; Smith v. Law, (1860) 21 N. Y. 296.

2 Sargent v. Webster, (1847) 13 Met. 497; s. c. 46 Am. Dec. 743; Blanchard v. Dow, (1851) 32 Me. 557; Ashtabula &c. R. Co. v. Smith, (1864) 15 Ohio St. 328; Porter v. Robinson, 30 Hun, 209; Medical & Surgical Society v. Weatherby, 75 Ala. 248; McDaniels v. Flower Brook Manuf. Co., (1850) 22 Vt. 274.

3 Sargent v. Webster, (1847) 13 Met. 497; s. c. 46 Am. Dec. 743; Law v. Brainerd, 30 Conn. 565; Chouteau Ins. Co. v. Holmes, (1878) 68 Mo. 601; s. c. 30 Am. Rep. 807; Wells v. Rahway White Rubber Co., 19 N. J. Eq. 402; Insurance Co. v. Holmes, 68 Mo. 601; McDaniels v. Flower Brook Manuf. Co., (1850) 22 Vt. 274; Chamberlain v. Painesville &c. R. Co., (1864) 15 Ohio St. 225; Leavitt v. Oxford &c. Mining Co., 3 Utah, 265. Cf. Stowe v. Wyse, 7 Conn. 214; s. c.

18 Am. Dec. 99, annotated; Pitts v. Temple, 2 Mass. 538; Copp v. Lamb, (1835) 12 Me. 312. But it is held in Kentucky that as the Kentucky Act of April 12, 1888, providing for an election of turnpike road officers on the first Tuesday in May following, not having fixed a place for holding the election, no presumption arises of notice to the stockholders. Cassell v. Lexington, H. & P. Turnpike Road Co., (Ky. 1888) 9 S. W. Rep. 701, not officially reported.

4 Younglove v. Steinman, (1889) 80 Cal. 375.

5 Kenton Furnace R. & Manuf. Co. v. McAlpin, 5 Fed. Rep. 737; Stebbins v. Merritt, (1851) 10 Cush. 27; Ex parte Faris, L. J. Ch. 369; King v. Chetwynd, 1 Barn. & C. 695. "The object of the notice is that the voters may be fully apprised of the election and may attend and exercise their rights. There is no pretence in this case that every voter was not present, for they appear to have come from a distance, the time was well understood, and had been the same for many years, no evil resulted from 'the omission if there was any, no fraud was imputed, and all parties attended and thereby admitted notice." People v. Peck, (1834) 11

who has not suffered by the omission avail himself of a neglect to give notice to any other member.1

§ 282. Notice to directors absent from the State. If a stockholder be absent from his usual place of residence or business notice should be left there with some member of his family. As a general rule, every director who is within reach ought to have notice of every board meeting sent to him; and mere absence from the country can not be said to be in all cases an excuse for failing to notify the absent director. But in a recent English case which was an action by the official liquidator of the plaintiff company, in its name, asking for a declaration that an indenture, which was a conveyance to the defendants of certain property of the company upon trusts for securing the payment of debentures issued by it, was invalid, and to have it set aside on the ground that no properly constituted board of directors had been convened for the purpose of authorizing the execution of the deed, it was held not to be in all cases essential that absent directors should be notified. the case above cited it appeared that the articles of associa tion of the company provided that the number of the directors should not be less than three; that the continuing directors might act, notwithstanding any vacancies in their body, as long as there remained three directors qualified to act; that the office of a director should be vacated if he should absent himself from the meetings of the board during three calendar months without special leave of absence from the di

Wend. 604; s. c. 27 Am. Dec. 104; Jones v. Milton &c. Turnpike Co., 7 Ind. 547; In re Joint Stock Companies Act of 1856, Kay & J. 408; Williams v. Financial Corporation, L. R. 16 Eq. 363, 375. Cf. San Buenaventura &c. Co. v. Vassault, (1875) 50 Cal. 534; In re British Sugar Refining Co., 3 Kay & J. 408; State v. Pettineli, (1875) 10 Nev. 141.

1 Schenectady &c. Plankroad Co. v. Thatcher, (1854) 11 N. Y. 102; In re Mohawk & Hudson R. Co., (1838) 19 Wend. 135.

In

2 Jackson v. Hampden, 20 Me. 37. 3 Leaving a written or even a verbal notice with a member of the stockholder's family has been held sufficient in Williams v. German Mutual Fire Ins. Co., 68 Ill. 387. But see Stevens v. Eden Meeting House Society, 12 Vt. 688.

4 Halifax Sugar Refining Co. v. Francklyn, (Ch. Div. 1890) 8 Ry. & Corp. L. J. 91.

5 Halifax Sugar Refining Co. v. Francklyn, (Ch. Div. 1890) 8 Ry. & Corp. L. J. 91.

rectors. Of the four directors of the company, two were absent at the same time. One of them was resident in Nova Scotia, and was appointed a director to secure his influence there, and was charged with duties for the performance of which residence there was essential. The other was traveling abroad, and it was not known where he was. And it was held as above stated that during their absence it was not essential for the validity of every board meeting that notice thereof should be sent to them, and the other two directors were entitled to act as a board to bind the company. Without going into the distinction between ordinary and extraordinary business, the court intimated that had the business of the meeting been of the latter character, notice would be essential wherever the directors might be. In a well con

1 "I decline to enter into the question of ordinary and extraordinary business, a distinction which does not exist in the articles themselves; it seems to me involved and difficult. As far as I can judge this is a piece of business which might be fairly considered by the directors, and ought to be treated by the court as falling within the category of ordinary business. The directors were not exercising any extraordinary powers, such as powers of borrowing and so forth; what they were asked to do by the debenture holders, and what it seems to me as honest men they were bound to do, was to perfect the security which had been already given, which was assumed to be valid, and which was found to be, or might be, defective by reason of non-registration. I think, therefore, that this might be treated even in that respect as ordinary business. I am of opinion that in each point of view, there was no necessity to go through the form of giving Mr. Dustan notice of a meeting which it was perfectly well known he would not attend. He never gave any intimation of his intention to come to

England, and he never did in point of fact come to England; if he had, a totally different set of circumstances would have arisen, and it would have been certainly proper, and I think also necessary, that he should have been summoned to attend directors' meetings. So much as regards Mr. Dustan. The other director is Mr. Ryder. The evidence is that he was out of the country and in America, that he was traveling about, and it was not known where he was. It was almost impossible to give him notice of the meeting, and, therefore, it seems to me, on the ground that the business of the company can not be stopped by a director choosing to go away to America, or traveling about, that notice to him was unnecessary. I come to the conclusion, under these circumstances, that the two directors were entitled to act as a board to bind the company during the absence of Mr. Ryder, and during the absence of Mr. Dustan in Canada performing the duties with which he was charged. It seems to me, on these grounds, that the action fails and that it must be dismissed with

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