Note. To same effect see, 1820, Livingston v. Lynch, 4 Johns. Ch. (N.Y.) 573, 597; 1836, Pierce v. N. O. Building Co., etc., 9 La. 397, 29 Am. Dec. 448; 1841, Shortz v. Unangst, 3 Watts & S. (Pa.) 45; 1847, Smith v. Hurd, 12 Metc. (Mass.) 371, on 385; 1850, Commonwealth v. Cullen, 13 Pa. St. 133, supra, p. 417; 1851, Langolf v. Seiberlitch, 2 Pars. Eq. Cas. 64; 1854, Ex parte Johnson, 31 E. L. & Eq. 430; 1861, Torrey v. Baker, 83 Mass. 120; 1874, Hopkins v. Roseclare Lead Co., 72 Ill. 373; 1876, Finley Shoe, etc., Co. v. Kurtz, 34 Mich. 89; 1877, Clarke v. Omaha & S. R. Co., 5 Neb. 314; 1886, England v. Dearborn, 141 Mass. 590; 1890, Humphreys v. McKissock, 140 U. S. 304, 312; 1890, Allemong v. Simmons, 124 Ind. 199; 1898, Sellers v. Greer, 172 Ill. 549, supra, p. 65; 1898, Troy Min. Co. v. White, 10 S. Dak. 475; 1898, Singer v. Salt Lake, etc., Co., 17 Utah 143; 1898, Morrison v. Wilder Gas. Co., 91 Maine 492; 1899, Nicholstone City Co. v. Smalley, 21 Tex. Civ. App. 210, 51 S. W. Rep. 527; 1899, De La Vergne Co. v. Ger. Sav. Inst., 175 U. S. 40, on 53.

But compare 1870, Granger v. Grubb, 7 Phil. 350; 1886, Graham v. B., etc., R., 118 U. S. 161; 1892, Coe v. East., etc., R., 52 Fed. Rep. 531; 1895, In ré George N. & Co., L. R. 1 Ch. 674.

Sec. 229. Shareholders' meetings-Notice.

STOWE ET AL. V. WYSE.1

1828. IN THE SUPREME COURT OF ERRORS OF CONNECTICUT. 7 Conn. Rep. 214-220, 18 Am. Dec. 99.

This was an action of trespass quare clausum fregit, tried on the general issue at Middletown, February term, 1828, before Daggett, J.

It was admitted that the defendant entered on the premises in May, 1825, the time specified in the declaration, and continued in the possession and occupation thereof until the commencement of this suit, claiming right as the tenant of the Middletown Bank, and the only question was whether the plaintiffs had title to the land or whether it was in the Middletown Bank. The title of the bank was derived from a mortgage deed of the Middletown Manufacturing Company, dated the 29th of March, 1817, to the bank. The title of the plaintiffs was derived from a mortgage deed, executed by Arthur W. Magill, some years afterwards. Magill's title was acquired by the regular levy of an execution in his favor against the Middletown Manufacturing Company subsequent to the execution of the deed to the bank. The Middletown Manufacturing Company were the undisputed owners of the land prior to and until their deed of the 29th of March, 1817, above mentioned. That deed was given to the Middletown Bank by Arthur W. Magill as agent for the Middletown Manufacturing Company. It begins thus: "I, Arthur W. Magill, of the town of Middletown, agent for the Middletown Manufacturing Company of said town, being empowered, by a vote of said company, in pursuance of said power, [It contained the usual covenants of seizin and warranty by Magill on behalf of the company. The resolution directing the conveyance was passed at a meeting at which the holders of only 29 out of 1,000 shares were represented, and of which the others had no notice. Verdict for plaintiff. Motion for new trial.]

etc.

1 Statement abridged, and only part of opinion given.

DAGGETT, J. The plaintiffs, who claim under A. W. Magill's deed to them, allege that no title passed by the deed to the Middletown Bank; for that Magill had no authority to bind the Middletown Manufacturing Company and transfer the title. The deed is attempted to be supported, or rather Magill's power is to make it, on two grounds. The first is the vote of the Middletown Manufacturing Company, passed on the 29th day of March, 1817, the day of the execution of the deed, by which he was authorized to make a mortgage to the bank of the premises. On the other hand, it is insisted that the meeting was illegal, and the acts done void. 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 their 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 case, would be indispensable. The counsel for the defendant do not press this point, and I think it quite untenable.

Another position, however, is taken by counsel for defendant which is fatal to the plaintiff's title.

*

Now Magill has declared under his hand and seal that he was em powered by a vote of the company to execute this deed. Can he ever say that he was not thus empowered? If, on the next day after the deed to the bank was executed, he had procured a valid deed from the company, and had brought ejectment against the bank, could he have sustained it against the declarations in his deed? I think he must have been estopped. If so, then all persons claiming under and through him are estopped. 1 Stark. Ev., 305; Hoyt v. Dimon, 5 Day 483; 1 Phill. Ev., 10.

These principles are in entire accordance with the case of Fairtitle d. Mytton et al. v. Gilbert et al., 2 Term Rep. 169, 171; Palmer v. Elkins, 2 Stra. 817; Com. Dig., tit. Estoppel, A, 1, 2, 3 and B. There must, therefore, be a new trial.

Note. See note at end of next case.

Sec. 230. Same.

STEVENS v. EDEN MEETING-HOUSE SOCIETY.

1839. IN THE Supreme Court of Vermont. 12 Vt. Rep. 688-9.

This was an action of assumpsit on an award. Plea, non-assumpsit. On the trial the plaintiff produced the defendants' book of records, which showed a society regularly organized under the statute constituting them a corporation. The by-laws provided that, among other officers, a clerk or secretary should be chosen, and one had been regularly elected. The by-laws provided that all meetings were to

This

be warned by the clerk, by posting up a written notice thereof. appears to have been done and the records regularly kept up to December, 1836. The plaintiff then offered to prove, by parol testimony, that said society continued its meetings, that the persons who joined him in the submission were, at that time, and at the publishing of the award, the prudential committee of said society, and that after the award was made and published, said society voted to approve and confirm the same. This was objected to by the defendants and was rejected by the court, to which the plaintiff excepted. Verdict and judgment having passed for the defendants, the cause passed to the supreme court.

The opinion of the court was delivered by

COLLAMER, J. A corporation, and every member thereof, is bound by a vote of the majority present at a meeting warned agreeably to the laws of the corporation, and not otherwise. If no provision is made for such warning every member must have personal notice. Here the clerk was authorized to warn a meeting by posting up a written notice. No other mode of calling a meeting could be shown, and most clearly this could not be proved by parol until the loss of the notification was first proved, but this was not attempted. Here was an attempt to add to the records by parol, whole warnings, meetings and votes. This is clearly inadmissible, and the fact that no record of meetings after 1836 appeared on the books does not authorize this. The want of such record only shows that no such meeting was held. If it be asked, what is to be done by third persons, if a corporation will not record its appointments and votes, the answer is, refuse to recognize or act on any such assumed authority or unrecorded votes, or hold them personally liable who misrepresent their authority.

Judgment affirmed.

Note. Notice of corporate meetings.

1. Notice of corporate meetings is necessary to their validity and the validity of the business done at a meeting as against a stockholder who had no notice, was not present, and who objects promptly: 1844, Wiggin v. First Freewill B. Ch., 8 Metc. (49 Mass.) 301; 1850, Commw. v. Cullen, 13 Pa. St. 133, 53 Am. Dec. 450, supra, p. 417; 1852, Stebbins v. Merritt, 10 Cush. (Mass.) 27; 1871, Westcott v. Minnesota M. Co., 23 Mich. 145; 1876, Shelby R. Co. v. L. C. & L. R. Co., 12 Bush (75 Ky.) 62; 1892, Coe v. East & W. R. Co., 52 Fed. Rep. 531; 1893, Morrill v. Little Falls Mfg. Co., 53 Minn. 371, 21 L. R. A. 174, infra, p. 839; 1898, Wall v. London & N. A. Corp., 79 L. T. (N. S.) 249, 67 L. J. Ch. 596; 1899, Heller v. National M. Bank, 89 Md. 602, 45 L. R. A. 438.

2. In the absence of charter, by-law or statutory provision, personal notice is required: 1830, Savings Bank v. Davis, 8 Conn. 191; 1834, Bethany v. Sperry, 10 Conn. 200; 1841, Evans v. Osgood, 18 Maine 213; 1844, Wiggin v. Freewill B. C., 8 Metc. (Mass.) 301; 1860, People v. Batchelor, 22 N. Y. 128; 1860, People's Ins. Co. v. Westcott, 14 Gray (Mass.) 440; 1870, Harding v. Vandewater, 40 Cal. 77.

3. But statutory, charter or by-law provisions should be followed: 1871, Westcott v. Minn. M. Co., 23 Mich. 145; 1876, Stockholders, etc., v. Louisville, etc., R. Co., 12 Bush (Ky.) 62; 1877, Tuttle v. Mich. Air Line, 35 Mich. 247; 1884, Reilly v. Oglebay, 25 W. Va. 36; 1897, Matthews v. Columbia Nat'l Bank, 79 Fed. Rep. 558.

4. However, it is frequently held that statutory, charter and by-law provisions relating to quorum, notice and business to be done are wholly for the benefit of the shareholders only, and if they do not complain of the irregularity others can not: 1881, Beecher v. Marquette & P. R. M. Co., 45 Mich. 103; 1882, Thomas v. Citizens', etc., R. Co., 104 Ill. 462; 1889, Manhattan Hardware Co. v. Phalen, 128 Pa. St. 110; 1890, Wood v. Corry Water-Works Co., 44 Fed. Rep. 146; 1892, Nelson v. Hubbard, 96 Ala. 238, 17 L. R. A. 375; 1896, Atlantic Trust Co. v. The Vigilancia, 73 Fed. Rep. 452; 1898, In re A. A. Griffing Iron Co., 63 N. J. L. 168, 41 Atl. Rep. 931. But compare, 1885, State v. McGrath, 86 Mo. 239.

5. If the time of holding meetings is fixed definitely by statute, charter, bylaw or custom, no further notice is necessary, unless extraordinary or special business is to be done: 1839, Warner v. Mower, 11 Vt. 385, 393; 1858, Atlantic M. F. Ins. Co. v. Sanders, 36 N. H. 252, 269; 1878, State v. Bonnell, 35 O. S. 10, 15; 1893, Morrill v. Little Falls Mfg. Co., 53 Minn. 371, infra, p. 839; 1899, Heller v. National Marine Bank, 89 Md. 603, 45 L. R. A. 438.

6. Notice should be definite and specific: (a) As to time-day and hour: 1858, Atlantic M. F. Ins. Co. v. Sanders, 36 N. H. 252; 1860, People v. Batchelor, 22 N. Y. 128; 1875, San Buenaventura, etc., Co. v. Vassault, 50 Cal. 534; 1876, Shelby R. Co. v. L., C. & L. R. Co., 12 Bush (Ky.) 62.

(b) As to place: 1848, Miller v. English, 21 N. J. L. 317; 1856, Jones v. Milton & R. T. R. Co., 7 Ind. 547; 1875, San Buenaventura, etc., Co. v. Vassault, 50 Cal. 534.

(c) As to business to be done, unless the meeting is a stated one at which it is understood any corporate business may be done: 1841, Evans v. Osgood, 18 Maine (6 Shep.) 213; 1853, Sampson v. Bowdoinham, etc., Co., 36 Maine 78; 1860, People Mut. Ins. Co. v. Westcott, 14 Gray (Mass.) 440; 1866, Re Bridport Old Brewery Co., L. R. 2 Ch. Div. 191; 1877, Tuttle v. Michigan Air Line, 35 Mich. 247; 1881, Beecher v. Marquette & P. R. M. Co., 45 Mich. 103; 1885, American Tube Works v. Boston Mach. Co., 139 Mass. 5; 1890, Stutz v. Handley, 41 Fed. Rep. 531; 1892, Evans v. Boston Heating Co., 157 Mass. 37. 7. But if the meeting is one prescribed by the charter, by-law or statute, at which it is usual to transact the general corporate business, the notice need not specify the business to be done: 1839, Warner v. Mower, 11 Vt. 385; 1853, Samson v. Bowdoinham, etc., Co., 36 Maine 78; 1858, Atlantic De Laine Co. v. Mason, 5 R. I. 463; 1891, Chicago, etc., R. v. Union Pac. R., 47 Fed. Rep. 15; 1892, Jones v. Concord & M. R., 67 N. H. 234, 38 Atl. Rep. 120; 1893, Morrill v. Little Falls Mfg. Co., 53 Minn. 371, 21 L. R. A. 174, infra, p. 839.

8. But if unusual or extraordinary business is to be done at a general meeting, statutes frequently require the notice to specify that such business is to be done: 1892, Jones v. Concord & M. R. Co., 67 N. H. 234; 1898, Mutual Fire Ins. Co. v. Farquhar, 86 Md. 668.

9. If the meeting is called to do specific business designated in the notice, no other business can be transacted at such meeting against the protest of members, or bind those absent: 1839, Warner v. Mower, 11 Vt. 385; 1841, Evans v. Osgood, 18 Maine (6 Shep.) 213; 1860, Peoples' Mut. Ins. Co. v. Westcott, 14 Gray (Mass.) 440; 1898, Wall v. London & N. A. Corp., 79 L. T. (N. S.) 249, 67 L. J. Ch. 596. But see, 1892, Evans v. Heating Co., 157 Mass. 37.

10. However, if all the members are present and consent, other or different business may be transacted. 1809, Rex v. Theodorick, 8 East 543; 1852, Stebbins v. Merritt, 10 Cush. (Mass.) 27; 1891, Handley v. Stutz, 139 U. S. 417; 1892, Nelson v. Hubbard, 96 Ala. 238; 1892, Campbell v. Argenta, etc., Co., 51 Fed. Rep. 1; 1895, Bridgeport Electric Co. v. Meader, 72 Fed. Rep. 115; 1898, In re À. A. Griffing Iron Co., 63 N. J. L. 168, 41 Atl. Rep. 931.

11. No further notice is necessary of an adjourned meeting, or the business to be done thereat, than the record of the resolution adjourning a duly called meeting to a definite time and place. 1897, Western Imp. Co. v. Des Moines M. N. Bank, 103 Iowa 455, 72 N. W. Rep. 657; 1897, State v. Cronan, 23 Nev. 437, 49 Pac. Rep. 41. But if the time to which the meeting is adjourned is not

definitely fixed further notice must be given. 1888, Thompson v. Williams, 76 Cal. 153.

12. Notice must be given by the officer having authority, such as the board of directors or the general manager, but not the president or secretary without special authority. 1834, Betheny v. Sperry, 10 Conn. 200; 1841, Evans v. Osgood, 18 Maine 213; 1852, Stebbins v. Merritt, 10 Cush. (Mass.) 27; 1872, Johnston v. Jones, 23 N. J. Eq. 216; 1875, State v. Pettineli, 10 Nev. 141; 1882, Toronto, etc., Co. v. Blake, 2 Ont. 175; 1888, Cassell v. Lexington, etc., Co., 10 Ky. L. Rep. 486, 9 S. W. Rep. 502, 701; 1896, Dusenbury v. Looker, 110 Mich. 58, 67 N. W. Rep. 986.

13. Notice, to be valid, must be served a reasonable time before the meeting called by it. 1837, Re Long Island R., 19 Wend. 37; 1878, Covert v. Rogers, 38 Mich. 363; 1888, Cassell v. Lexington, etc., Co., 10 Ky. L. Rep. 486, 9 S. W. Rep. 502; 1893, Brown v. Republican, etc., Mines, 55 Fed. Rep. 7.

Sec. 231. Quorum.

MORRILL v. LITTLE FALLS MANUFACTURING CO.1 1893. IN THE SUPREME COURT OF MINNESOTA. 53 Minn. Rep. 371-380, 55 N. W. Rep. 547.

[Action to determine title to land, claimed to belong to the plaintiff, but in which the company claimed some interest. The corporation had originally owned the lands, but in 1864 it had become hopelessly insolvent, abandoned its business, and its organization became practically defunct. No effort to revive it was made by any of the shareholders until 1881, a period of seventeen years. In the meantime plaintiff had attempted to acquire title to its lands through tax titles. În 1881, at plaintiff's suggestion, one Thayer, a shareholder, for himself and as proxy for certain other shareholders, went to the place, and at the time fixed by the by-laws for holding the annual meeting of the company, and being the only person present, cast the votes of himself and those for whom he held proxies for a board of directors, to each of whom he transferred one share of stock. The same thing was done by another shareholder at the proper time and place in 1882. During these years Thayer was elected and acted as president of the company, and in 1882 he and the secretary under proper directions conveyed the land in question to persons from whom the plaintiff traces title. The decision below was for the plaintiff, and the defendant company appealed.]

MITCHELL, J. * As affecting the validity of the deeds executed in 1882, in behalf of the corporation, by Thayer as president, the appellants assail the finding of the court as to the election of directors in August, 1881. The grounds of objection are: First, that no notice was given of the meeting, and, second, that it required a majority of the shares of stock to constitute a quorum to hold a meeting, or, in any event, that one person could not hold a meeting, that at least two persons are necessary to constitute a corporate meeting.

1 Statement abridged. Only part of opinion given.