expiration of a year are not entitled to vote upon it at the election. In an action by stockholders against the officers of the corporation, to oust the latter from office, the plaintiffs claimed that the capital stock had been illegally increased. It appeared that defendants were the legal officers prior to a meeting of stockholders in 1885, and had managed the affairs of the corporation since its creation. At the meeting in 1885 defendants received votes representing not only a majority of the capital stock after the increase, but also a majority of the original issue; and it was held that they were legally elected.2 $299. Failure to call meetings or to hold valid elections. At the suit of shareholders, a court of equity will issue a writ of mandamus to compel the calling of a meeting for the election of directors and other officers if the officers whose duty it is, fail at the proper time to summon a meeting for that purpose. The original directors named in the charter or articles of association generally continue in office until the first ordinary meeting held in the year next after that in which the charter was granted; and at that meeting the shareholders present, personally or by proxy, may either continue in office the directors appointed by the special act of incorporation, or any number of them, or may elect a new body of directors, or directors to supply the places of those not continued in office, the directors appointed by the special act of incorporation being eligible as members of the new board. The successors of the original directors are elected by the shareholders at the regular annual meetings. If no election be held, the directors in office continue to serve until their successors are chosen. And although an act may provide that the officers 1 Vandenburgh v. Broadway Underground &c. Ry. Co., (1883) 29 Hun, 348, construing N. Y. Laws of 1850, ch. 140, § 5, as amended by N. Y. Laws of 1854, ch. 282. 2 Byers v. Rollins, (Colo. 1889) 21 Pacif. Rep. 894. 3 People v. Cummings, (1878) 72 N. Y. 433; People v. Albany Hospital, (1871) 61 Barb. 397; State v. Wright, (1875) 10 Nev. 167. Cf. Brown v. Union Ins. Co., 3 La. Ann. 177, 182; Curry v. Woodward, 53 holding office at that time should not hold after the first Tuesday in May, on which day an election of their successors was to have been held, if no valid election be held, the former officers continue in office until their successors are legally elected and qualified. When the inspectors of an election of corporate officers chosen in conformity with the provisions of the New York statute have been restrained by injunction from qualifying and acting, the stockholders may at the time appointed for the election choose other inspectors in their stead.2 § 300. Eligibility.- Votes cast for a candidate who is ineligible will not be discarded so as to give the election to a candidate having a minority of votes, unless the electors knew of the ineligibility of the candidate voted for. Where a statute declares that no person shall be eligible to the office of director of a corporation unless he is a stockholder therein, and where the by-laws of a corporation provide that transfers of stock shall be made only on the corporate books, and that the transfer-book shall be closed for ten days previous to the day of the annual meeting of the stockholders, although the purchaser of stock, who has not caused his transfer to be recorded, might be refused permission to vote, or to receive div idends, yet he may be elected a director by the vote of a majority of the stockholders. The Oregon statute permitting a minority of the directors of corporations constructing railroads or canals to reside out of the state, applies to a corporation whose railroad, running from its furnace to its mine, is only three miles long, and whose short canal is not navigable." if at any meeting at which an election of directors ought to take place, the quorum prescribed by the act of incorporation shall not be present within one hour from the time appointed for the meeting, no election of directors shall be made, but such meeting shall stand adjourned to the following day at the same time and place; and if at the meeting so adjourned the quorum prescribed by the act of incorporation be not present within one hour from the time appointed for the meeting, the exist ing directors shall continue to act and retain their powers until new directors be appointed at the first ordinary meeting of the following year. 1 Cassell v. Lexington &c. Turnpike Road Co., (Ky. 1888) 9 S. W. Rep. 701. 2 People v. Albany & S. R. Co., (1869) 55 Barb. 344, 357, citing In re Wheeler, 2 Abb. N. S. 361. 3 In re St. Lawrence Steamboat Co., (1883) 44 N. J. 529. 4 State v. Smith, (1887) 15 Oregon, 98. 5 State v. Smith, 15 Oregon, 98. § 301. Cumulative voting. While the manner of electing directors of corporations is one of the most important features of corporation law, yet it has received comparatively little attention from legislative bodies. Statutory provisions relating to elections generally provide, among other things, for the number of votes to be cast on a single share of stock, but seldom prescribe any details as to the manner of conducting an election. With reference to the number of votes to be cast on a single share of stock there are two classes of statutes. The one which prevails in a majority of States gives but one vote to each share of stock. The other class of statutes expressly secures for each share as many votes as there are directors to be elected. This is known as the cumulative method of election, and gives, in addition to the plural vote, the right to cast all for one candidate, or to distribute them at pleasure.1 Under statutes of the single vote type there is usually no express provision that the single vote given to each share shall be cast for all the directors. That, however, is the usual method of voting under Miscellaneous Provisions," § 5; Pa. Const., (1874) art. xvi, § 4; People v. Kenney, (1884) 96 N. Y. 294; People v. Crissey, (1883) 91 N. Y. 616; State v. Greer, 78 Mo. 188; Hays u Commonwealth, 82 Pa. St. 518, 522. Wright v. Commonwealth, (1885) 109 Pa. St. 560; s. c. 11 Am. & Eng. Corp. Cas. 609; State v. Constantine, 42 Ohio St. 437; s. c. 51 Am. Rep. 833. The provision of the Pennsylvania Constitution of 1874, providing "that in all elections for directors or managers of a corporation each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates as he may prefer," is held to be more than directory and not to require any legislative action to make it effective. Pierce v. Commonwealth, (1884) 104 Pa. St. 1 "Proportionate Representation," § 3; Neb. Const., (1875) art. xi, by Daniel S. Remsen, (1890) 8 Ry. & Corp. L. J. 183. "In all elections for directors or managers of corporations every stockholder shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares and give one candidate as many votes as the number of direct ors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle, among as many candidates as he shall see fit, and such directors or managers shall not be elected in any other way." Cal. Const., (1879) art. xii, § 12; Wright v. Central California &c. Water Co., 67 Cal. 532. See also W. Va. Const., (1872) art. xi. § 4; Mo. Const., (1875) art. xii, § 6; Ill. Const., (1870) art. xi, 150. such statutes, and seems to be necessarily implied in some cases.1 Where § 302. Judicial review of elections. An illegal or fraudulent election will be set aside by a court of equity. at an election of directors votes wrongfully rejected would have given the persons for whom they were tendered merely a majority of the votes offered at the election, the election will be set aside, and a new election ordered. But where the persons for whom the votes wrongfully rejected were tendered, would, with those votes, have had a majority of all the shares of the capital stock of the company, the court will set aside the election certified, and order the admission of those persons who would have been elected if the rejected votes had been received. And persons assuming to act as 1" Proportionate Representation," by Daniel S. Remsen, (1890) 8 Ry. & Corp. L. J. 183. Ohio Rev. Stat. § 3245, which provides that directors of corporations "shall be chosen, by ballot, by the stockholders who attend for that purpose, either in person or by lawful proxies; each share shall entitle the owner to as many votes as there are directors to be elected, and a plurality of votes shall be necessary for a choice," does not confer upon stockholders the right of cumulative voting at the election of directors held thereunder. State v. Stockley, (1887) 45 Ohio St. 304. 2 Davidson v. Grange, 4 Grant's Ch. (U. C.) 377; Wandsworth &c. Gas Light & Coke Co. v. Wright, 18 Week. Rep. 728; In re St. Lawrence Steamboat Co., 44 N. J. 529; 1 N. Y. Rev. Stat. 603, § 5; 1 N. Y. Rev. Stat. 598, 47-50; Schoharie Valley R. Case, 12 Abb. Pr. N. S. 394; Cal. Stat. 1876, § 5315: Putnam v. Sweet, 1 Chand. 286; Brewster v. Hartley, (1869) 37 Cal. 15; s. c. 99 Am. Dec. 237. Cf. Wright v. Central California Water Co., (1885) 67 Cal. 532; s. c. 13 Am. & Eng. Corp. Cas. 89; Mechanics' National Bank v. Burnet Manuf. Co., 32 N. J. Eq. 236; Johnston v. Jones, (1872) 23 N. J. Eq. 216. But see Mickles v. Rochester City Bank, (1845) 11 Paige, 118; s. c. 42 Am. Dec. 103; New England &c. Co. v. Phillips, (1886) 141 Mass. 535; s. c. 13 Am. & Eng. Corp. Cas. 104; Owen v. Whitaker, 20 N. J. Eq. 122. Cf. Beecher v. Wells Flouring Co., 1 Fed. Rep. 276; s. c. 1 McCrary, 62; "Jurisdiction of Equity to Enjoin Corporate Elections," by James L. High, 3 So. L. Rev. N. S. 211. 3 In re Cape May & D. B. N. Co., (N. J. 1889) 16 Atlan. Rep. 191. Ae. People v. Phillips, 1 Denio, 385; In re Long Island R. Co., (1838) 19 Wend. 37: State v. McDaniel, 22 Ohio St., 354. 4 In re Cape May & D. B. N. Co., (N. J. 1889) 16 Atlan. Rep. 191. Cf. Ex parte Desdoity, 1 Wend. 98; McNeely v. Woodruff, (1833) 13 N. J. 352; Mousseaux v. Urquhart, 19 La. Ann. 482; State v. Swearingen, 12 Ga. 22; Downing v. Potts, 23 N. J. 66; In re St. Lawrence Steamboat Co., 44 N. J. 529. 4 officers of a corporation under color of an illegal election may be ousted by proceedings in the nature of quo warranto.1 A statute in New York authorizes any person who "may be aggrieved by, or may complain of, any election," to make application to the supreme court to compel a new election; but it is held that this provision can not be invoked by anyone who was not a stockholder at the time of the election complained of, and who received his stock from one of the authors of the wrong. A similar statute in New Jersey makes it the duty of the supreme court upon the application of persons complaining regarding any election to give a hearing, and "thereupon establish the election so complained of, or to order a new election, or to make such order and give such relief in the premises as right and justice may appear to said supreme court to require." This act has been held to apply to the election of officers of private corporations, and the court, having determined who would have been elected if all the legal votes tendered had been received, may put those persons in office and oust intruders. But an election is not to be set aside and declared void merely because votes were received from persons not entitled to vote, if there were still a majority of legal votes for the ticket declared to be elected." § 303. Proxies.- Members of a corporation have no right to vote by proxy at a corporate election, unless that right is conferred by the charter or by-laws, or by some statute of 1 People v. Albany &c. R. Co., (1869) 55 Barb. 344, 385. Cf. Ex parte Willcocks, (1827) 7 Cow. 402; s. c. 17 Am. Dec. 525; Boardman v. Halliday, 10 Paige, 228; People v. Albertson, 8 How. Pr. 363; Weeks v. Ellis, 2 Barb. 325; Mechanics' National Bank v. Burnet Manuf. Co., 32 N. J. Eq. 236. 21 N. Y. Rev. Stat. 603, § 5. School District v. Gibbs, 2 Cush. 39; First Parish in Sudbury v. Stearns, 21 Pick. 148; Christ Church v. Pope, 8 Gray, 140; McNeely v. Woodruff, (1833) 13 N. J. 352; People v. Devin, 17 Ill. 84; In re Chenango &c. Ins. Co., (1838) 19 Wend. 635; Ex parte Murphy, (1827) 7 Cow. 153; State v. Lehre, (1854) 7 Rich. 235, 325. 7 Commonwealth v. Bringhurst, 3 In re Syracuse, Chenango &c. R. (1884) 103 Pa. St. 134; s. c. 49 Am. Co., 91 N. Y. 1. Revision of N. J. 184, § 44. Co., (1883) 44 N. J. 529. Rep. 119; Craig v. First Presbyterian People v. Tuthill, 31 N. Y. 550; v. Wickham, (1829) 1 Paige, Ch. 500; |