$2. Although when a day certain is appointed for a particular business, no notice may be necessary when that alone is to be transacted, or the mere ordinary affairs of the corporation are to be acted upon; yet when the intention is to do other acts of importance, a notice is required. The election or amotion of an officer, a by-law, or any act of similar importance, on any day, not expressly set apart for that particular transaction, is illegal and void.' When a particular notice is required, it must be given to every member who has a right to vote, whether the act is to be done by a body consisting of all the definite classes, or of one of them only. According to a dictum of Lord Kenyon, special notice must be given to every member of an "indefinite" body, who has a right to vote, as in those cases where the incidental powers of the corporation are not taken away by charter or by-law, but are exercised by the body at large. A vote of a corporation, which effects the liability of those of its members who are its debtors, cannot be regarded as assented to by them, if they were not present at the meeting at which the vote passed, although they had legal notice of the meeting.*

In New York, where the charter declares that the election of directors shall be had in the manner prescribed in the bylaws of the company, and the by-laws fix a time and place for the election of directors, and require notice of the same, but omit to specify the length of notice and the mode of giving it, notice must be given for the time and in the manner prescrib

1 Willcock, ut sup. Rex v. Liverpool, 2 Burr. 734; Rex v. Doncaster, 2 Burr. 744; Rex v. Theodorick, 8 East, 545. And see Bank of Chester v. Allen, 11 Vermont R. 302; Holmes ex parte, 5 Cow. (N. Y.) R. 426.

2 Ibid. and Rex v. May, 5 Burr. 2682.

'Rex v. Faversham, 8 T. R. 356. The attendance of burgesses at corporate meetings being a public duty, all ought to be summoned; and a qualification of a custom, that the accidental omission of one or two should not vitiate the assembling, is not good; there is no valid distinction in this respect between the cases of select or indefinite bodies. Rex v. Langhorne, 6 Nev. & M. (K. B.) 203; and 4 Ad. & Ell. 538.

'American Bank v. Baker, 4 Met. (Mass.) R. 264.

ed by the general statute law in relation to corporations.' But an election of trustees of a church has been held good in that State, although the requirements of the statute in respect to the notice of such election have not been complied with; provided that the election was fairly conducted and there be no complaint of want of notice."

3

$3. The summons must be issued by order of some one who has authority to assemble the corporation; though the want of authority in such case may be waived by the presence and consent of all who have a right to vote. It must also be personally served upon every resident member, or left at his house. In the Supreme Court of Connecticut, in a case in which it was insisted that a meeting of the Middletown Manufacturing Company was illegal, Daggett, J., who gave the opinion of the court, observed, "It is very clear that a meeting of the stockholders, constituted as this was, could do no acts binding on the company. Though a meeting regularly warned would be competent to do any act within their chartered powers, by a bare majority; yet if not thus warned, the act must be void. If no particular mode of notifying the stockholders be provided, either in the charter or in any by-law, yet personal notice might be given; and this in such a case would be indispensable." In case of his temporary absence, the notice must be left with the member's family, or at his last place of abode. It is no sufficient reason for omitting to summon a member, that it was supposed that he was without the reach of summons; for to support the validity of corporate acts, each member must be actually summoned. Hence a mere order to sum

'Long Island, &c. Railroad Co. (Matter of) 10 Wend. (N. Y.) R. 37. People v. Peck, 11 Wend. (N. Y.) R. 694. In this case, the time was well understood, and there was no pretence that every voter was not present. No fraud was imputed, and no evil could result from want of notice. All parties attended and thereby admitted notice. Per Savage, C. J.

Rex v. Gaborian, 11 East, 86, n.; Rex v. Hill, 4 B. & C. 441.

Stow v. Wise, 7 Conn. R. 219; Savings Bank v. Davis, 8 Ib. 191; Bethany v. Sperry, 10 Ib. 200.

mon all the members is not sufficient, and if it were, corporators under this pretence might be taken by surprise.1 Notice to an individual corporator is not of course notice to the corporation."

The rules just stated may not in every particular be equally applicable to all private corporations. In moneyed institutions, for instance, the mere owning of shares in the stock of the corporation gives a right of voting; and it would be singular if when members of such institutions are absent, the attorney, whom they may have appointed to attend to the management of their property and concerns generally, could not represent them at a meeting of the corporation. In such cases, therefore, it seems proper that the authorized agents and attorneys of absent members should be summoned."

$ 4. In order to guard against and prevent surprise, the notice must be given a reasonable time before the hour of meeting; and what is a reasonable time, of course, depends upon the circumstances of the case. If it has been usual to give the notice a certain time before the hour of assembling, that interval will at least be required; but if it does not afford a sufficient opportunity to those who wish to attend, usage will not justify a practice thus unreasonable.*

1 Willcock on Mun. Cor. 445; Kynaston v. Shrewsbury, 2 Str. 1051. Pittsburg v. Whitehead, 10 Watts (Penn.) R. 402.

See State v. Tudor, 5 Day R. 229. And see also what has been said respecting the right to vote by proxy, ante p. 75, 76. See Campbell v. Pultney, 6 Gill & Johns. in Court of Appeals (Md.) 94, and the matter of the Mohawk Railroad, &c. Co. 19 Wend. (N. Y.) R. 135; Ex parte Barker, 6 Wend. (N. Y.) 509.

Rex v. Hill, 4 B. & C. 442; Rex v. May, 5 Burr. 2682. Where the customary summons is sufficient for the residents, as if it require a notice of twenty-four hours, for the election of a capital burgess, in granting a mandamus, the court will not, on the application of the defendant, appoint a particular time for executing the writ, nor require a notice of six days to be given contrary to the constitution of the place, and for the conveniency of one party. Ibid. and Willcock, ut sup.

It is unnecessary that the notice should be in writing; and it seems that if the members are fully informed by a parol, or any other warning, that there is to be a meeting, it is enough. Much of course will depend upon custom and usage; and it has been said, that if a bell, which may be heard throughout the borough, is used for no other purpose than that of convening an assembly for the particular object of elections, it may perhaps be considered, that sufficient notice is given by ringing it at a certain usual and convenient time before the body is to meet.1

In general the notice should state the time at which the members are to assemble, and also the place, if different from the place where meetings are usually held. It is not generally deemed necessary, however, to state what business is to be transacted, when it relates only to the ordinary affairs of the corporation. But if there is to be an election, or amotion, or the passage of a by-law, or a disposition of property, some intimation should be given; for such members as may not think their attendance necessary for the usual routine of business will, perhaps, feel it their duty to attend upon such occasions, in order to preserve the interests and good order of the body corporate, and the fundamental principles of its institution. It was said, that when an amotion is intended, the notice should not only mention the purpose of the meeting, but state the name of the person to be proceeded against, and the offence with which he is charged, that the corporators may

'Willcock ut sup. 46; Rex v. Hill, 4 B. & C. 442.

Ibid.; Rex v. Theodorick, 8 East, 546.

3 Ibid.; Holmes ex parte, 5 Cow. (N. Y.) R. 426. To a neglect of this notice alone can be attributed those unconstitutional innovations which have crept into corporations, by which the body at large has in most cases been stript of their incidental rights, and the power of election, amotion, and disposing of corporate property, vested in them by their incorporation, have been arrogated to themselves by the select classes, until, at length, the antiquity of the usurpation has given them a semblance of right. Willcock, 46, 47.

come better prepared for the discussion.' But Mr. Willcock apprehends that a more general statement, if it answers the purposes of justice, will be sufficient.

2

§ 5. If the members be duly assembled, they may unanimously agree to waive the necessity of notice, and proceed to business; but if any one person having a right to vote is absent, or refuses his consent, all extraordinary proceedings are illegal; and if the charter requires a special notice, it cannot be dispensed with, even by unanimous consent. When some of those who have a right to vote are assembled upon due notice, and all the others who have a right to notice attend without it, and agree to enter upon the proceedings, it is a legal waiver of the notice, and the act of the assembly cannot be impeached for the omission of it.*

§ 6. If there is no proper place established for the transaction of the regular business of the corporation, some place in particular should be appointed in the notice. All acts done at an unusual place by a municipal corporation carry the appearance of contrivance, secrecy, and fraud. A meeting of a municipal corporation held at an inn, instead of the town hall, particularly when partaking of an entertainment, has been deemed not a proper corporate assembly, though all the members were present. But this was probably on the ground that the conduct of the members at such a place, and under such circumstances, would have little of the deliberation which should attend the discharge of offices of confidence and authority. It is certainly essential in all corporations, that whenever the meeting is held at an unusual place, intimation of that circum

1 Rex v. Liverpool, 2 Burr. 375. See on this subject ante, chapter on Disfranchisement and Amotion of Members and Officers.

Rex v. Theodorick, 8 East, 543; Rex v. Gaborian, 11 East, 86, n. 87, n.

3 Rex v. Theodorick, ut sup.

Rex v. Oxford, Palm. 453.

Rex v. May, 5 Burr. 2682.