New York, which permits the certificate of incorporation to provide that "at all elections of directors each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director, or may distribute them among the number to be voted for, or any two or more of them as he may see fit, which right, when exercised, shall be termed cumulative voting." But a commoner form is compulsory, like the provision in the Constitution of California: 8

7

"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 directors 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 think fit; and such directors or managers shall not be elected in any other manner." In Nevada it is provided, however, that "a different plan or method of voting, limiting and regulating the mode of voting, may be prescribed in said certificate or articles of incorporation, original or amended, and when so prescribed shall be observed and shall govern;" 10 and in Mississippi is this limitation on the right to cumulate: "A person who is engaged or interested in a competing business, either individually or as an employee or stockholder, shall

9

§ 552; Mich. 1885, Art. 112, § 1; Miss. Stat. § 837; Mo. Rev. Stat. § 953; Mont. Const. Art. 15, § 4, Civ. Code, § 436; Neb. Const. Art. 11, § 272; Nev. 1903, ch. 121, § 20; N. J. 1900, P. L. 418; N. Y. 1901, ch. 355; N. Dak. Civ. Code, § 2888; Oh. Rev. Stat. § 3245, cl. 1, 2; Pa. Const. Art. 16, § 4; S. Car. Const. Art. 9, § 11; W. Va. Const. Art. 11, § 4, Code, ch. 53, § 44. 6 N. Y. ubi supra.

7 So N. J., Oh., ubi supra.

8 Ubi supra.

So Colo., Ida., Kan., Ky., Mich., Miss., Mo., Mont., Neb., N. Dak., S. Car., W. Va., ubi supra.

10 Nev. ubi supra.

not serve on any board of directors or any corporation without the consent of a majority in interest of the stockholders thereof." 11 The Pennsylvania provision is rather ambiguous: "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." 12 It is held that this provides for cumulative voting, and that a shareholder has as many votes for each share as there are directors to be elected.13

In Maryland there is the general direction that "the corporation may provide in its charter or by-laws for minority representation in the election of trustees, managers or directors."

" 14

§ 333. Residence as qualification for director.

In many States a qualification of residence is required for directors. In one State, all the directors must be residents or citizens of the State of charter, if not otherwise provided in the by-laws. 15 In a number of States a majority of the directors must be resident; 16 in other States one-third of the directors 17 or three 18 or two of the directors 19 or at least one of the directors 20 must be resident.

11 Miss. ubi supra.

12 Pa. ubi supra.

13 Com. v. Lintsman, 23 Pittsb. L. J. 122.

14 Md. Gen. L. Art. 23, § 58.

15 W. Va. Code, ch. 53, § 49.

16 Cal. Civ. Code, § 305; Dist. Col. Code, § 608; Ida. Civ. Code, § 2102; Md. Gen. L. Art. 23, § 57; Oh. Rev. Stat. § 3248; Ore. Misc. L. § 3224, amended 1901, p. 306. In Cal., Ida. and Oh. they must also be citizens. 17 N. Mex. Comp. L. § 420; Pa. 1887, P. L. p. 281, § 1.

18 Kan. Stat. ch. 66, § 42.

19 N. Y. Gen. Corp. L. § 29; Vt. Stat. § 3717.

20 Del. Corp. Supp. § 9; N. J. Corp. Supp. § 12; N. Car. 1901, ch. 2, § 14; N. Dak. Civ. Code, § 2889; Utah, Rev. Stat. § 324; Wash. Corp. Supp, § 7. "The removal of such resident director from the State shall cause a vacancy" in North Dakota. "But in cases of consolidated corporations with franchises in two or more States, or States and Territories, or of corporations engaged in interstate commerce, no qualification of residence or stock

In Maryland all the directors must be "citizens of the United States and a majority of them citizens of this State; or unnaturalized residents who have declared their intention of becoming citizens." 21 A majority must be citizens of the United States in New Mexico and Washington; 22 and in Indiana all must be residents of the United States.23

8334. Executive committee.

In a few States the directors are allowed to elect an executive committee from their number, and to delegate legal powers to it.24 It has been held in New York that the directors have power to do this under the general law, without express statutory authority.25

§ 335. Resident officers required.

In several States the clerk is required to be a resident of the State of charter; 26 in some of them the treasurer also; 27 and in Missouri the president as well.28

§ 336. Principal office of the corporation.

It would seem to be the duty of a corporation to keep an office in the State of its charter, and there have its books and records; for this appears to be necessary in order that the State may exercise proper control over its corporation.20 It ownership shall be necessary unless required by the articles of incorporation." Utah, ubi supra.

21 Md. ubi supra.

22 Ubi supra.

23 Ind. Rev. Stat. § 5054.

24 Mass. 1903, ch. 437, § 19; W. Va. Code, ch. 53, § 53, as amended 1901, ch. 35.

25 Sheridan E. L. Co. v. Chatham Nat. Bank, 127 N. Y. 517, 28 N. E. 467. 26 Ark. Stat. § 1332; Me. Rev. Stat. ch. 47, § 20; Mass. 1903, ch. 437, § 18; Mich. 1903, Act 232, § 6; Minn. Gen. Stat. § 2811; Mo. Rev. Stat. § 954; N. H. Stat. ch. 147, § 10; Vt. Stat. § 3712.

27 Ark., Mich., Minn., Mo., ubi supra.

28 Mo. ubi supra.

29 State v. Park & Nelson Lumber Co., 58 Minn. 330, 59 N. W. 1048; Simmons v. Norfolk & Balt. S. B. Co., 113 N. C. 147, 37 A. S. R. 614; State v. Milwaukee, L. S. & W. Ry., 45 Wis. 579. But see Mor. Corp. 361.

has even been held that failure to do this is sufficient ground for depriving the corporation of its charter on the ground of misuser.30 But there seems to be no doubt that an issue of a certificate of stock is valid, though made outside the State of charter.3 31

Unless express permission is given by statute, the principal office of a corporation must be in the State of charter; and if, without such permission, the directors should remove the office to another State it has been held that all their acts there would be void, in spite of statutory permission for them to meet outside the State. Such permission is given under the supposition that a principal office shall be maintained within the State.3 32

In a number of States it is provided that though the directors may meet abroad, the principal office of the corporation shall nevertheless be maintained within the State 33 where process may be served,34 and the corporation shall keep its books, or at least its stock-books 35 there, and a record of the proceedings of such meeting.3

36

§ 337. Books to be exhibited to stockholders.

In most States it is expressly provided by statute that the books of the corporation shall be open to the inspection of the stockholders; and in particular that a stock-book shall be kept and exhibited to stockholders. 37 A common form is that of the California Civil Code:

30 State v. Park & Nelson Lumber Co., 58 Minn. 330, 59 N. W. 1048; State v. Milwaukee, L. S. & W. Ry., 45 Wis. 579.

31 Courtwright v. Deeds, 37 Ia. 503.

32 McConnell v. Combination M. & M. Co., (Mont.) 76 Pac. 194.

33 Ala. 1901, No. 918, § 2; Del. 1901, ch. 167, § 32; Mich. 1903, Act 232, § 20; Minn. Gen. Stat. § 2801; Mont. Civ. Code, § 448; Nev. 1903, ch. 121, § 14; N. J. Corp. Supp. § 44; N. Mex. Comp. L. § 456; N. Car. 1901, ch. 2, § 49; N. Dak. Civ. Code, § 2898.

34 Ala. ubi supra, § 3; Mich. ubi supra; Minn. ubi supra; N. Mex. ubi supra; N. Dak. ubi supra, § 2899.

35 Nev. ubi supra; N. J. ubi supra; N. Car. ubi supra; N. Dak. ubi supra. 36 Ala. ubi supra, § 2; Mont. ubi supra.

37 Ari. Rev. Stat. § 773; Cal. Civ. Code, § 378; Colo. Stat. § 508, as amended

"Corporations for profit must keep a book, to be known. as the 'stock and transfer book,' in which must be kept a record of all stock; the names of the stockholders or members, alphabetically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and all such other records as the by-laws prescribe." 38

39

In other States the statute provides simply for a list of the present shareholders and the number of shares held by each; or for the names of those who are or for a year have been stockholders, with their residences, number of shares, dates of alienation, and amount paid.40

These provisions probably do not add to the obligations of the common law. At proper times and for proper purposes a stockholder can inspect corporate books, and enforce the right by mandamus.41 But at common law the writ will not be granted in favor of a stockholder who intends to make an improper use of the information.

"The right is not to be given to gratify curiosity or for speculative purposes, but only when its exercise is sought in good faith, and for a specific purpose. Such purpose must appear by the proofs on the application, or the writ will be

1893, p. 90, § 1; Conn. 1903, ch. 194, § 16; Dist. Col. Code, §§ 627, 630; Fla. Rev. Stat. § 2133; Hawaii Civ. L. § 2021; Ida. Rev. Stat. § 2151; Ind. Rev. Stat. § 3433; Kan. Stat. ch. 66, § 31; Ky. Stat. § 546; Me. Rev. Stat. ch. 47, § 20; Md. Gen. L. Art. 23, § 72; Mass. Rev. L. ch. 109, § 32, 1903, ch. 437, § 30; Minn. Gen. Stat. § 3429e; Mo. Rev. Stat. § 966; Mont. Civ. Co. § 541; Nev. 1903, ch. 121, § 71; N. H. Pub. Stat. ch. 148, § 12; N. J. Corp. Supp. § 33; N. Mex. Comp. L. § 451; N. Y. 1901, ch. 354; N. Dak. Civ. Code, § 2907; Ore. Misc. L. § 3228; Okla. Stat. § 979; S. Dak. Code, § 444; Wash. Corp. Supp. § 18; Wis. Rev. Stat. § 1757.

38 Cal., Ida., Mont., N. Dak., Okla., S. Dak. And so substantially Ari., Ore.

39 Conn., Fla., Ind., Me., Md., Mass., Mo., Nev., N. J., N. Y., Wash.; and the amount paid in on each share; Wis. ́

40 Col., N. Mex.; within six years, D. C.

41 Rosenfeld v. Einstein, 46 N. J. L. 479, 481.