public nature. This has been held in respect of the non-attendance of an alderman at the court of sessions, since the non-attendance of one member does not prevent the holding of the court.1 § 814. Ineligibility: Subsequent Election to Another Office. It has been held that the cause for which an officer is removed must be something which has arisen subsequently to the admission to the exercise of his office, and that the power of amotion cannot be exercised for a defect of original qualification.2 On the other hand, the election or appointment to a second office and the acceptance thereof, the holding of which is inconsistent with the holding of the former, operates as a removal from the former. A by-law providing that, "when any director shall die, resign, neglect to serve, or remove out of the country, the board may proceed to supply the vacancy," does not empower the board to create a vacancy. They cannot oust a director because they differ from the stockholder as to his eligibility, nor because he fails to attend a called meeting, nor because he is not a citizen of the commonwealth. Legal questions must be settled in the courts. Questions of fact, such as the existence of an actual vacancy by removal after election or neglect of duty by a member of the board, may be settled by the directors, and the resulting vacancies, if any, may be filled by them; but this is the extent of their power in the premises.1 § 815. Other Grounds of Removal. Among the causes for which the right of amotion has been upheld at common law, may be mentioned the non-residence of aldermen of an incorporated town, though a temporary non-attendance was held insufficient;" 1 Queen v. Mayor &c., of Pomfret, 10 Mod. 107. 2 Rex v. Mayor &c. of Lyme Regis, 1 Dougl. 79. 3 Rex v. Pateman, 2 Durnf. & E. 777; Staniland v. Hopkins, 9 Mees. & W. 178. 4 Detwiller v. Commonwealth, 131 Pa. St. 614; s. c. 18 Atl. Rep. 990. Rex v. Truebody, 2 Ld. Raym. 1275; s. c. 11 Mod. 75; Holt, 449; Rex v. Mayor of Exeter, Comb. 197; Vaughan v. Lewis, Carth. 227; Rex v. Mayor &c. of Lyme, Regis, 1 Dougl. 144. That a change in the boundaries of wards, does not vacate the office of a councilman, see Scoville v. City of Cleveland, 1 Ohio St. 126. 6 Rex v. Leicester, 4 Burr. 2087, 2089. Compare Ex parte Butler, 1 Atk. 215; Rex v. Harris, 1 Barn. & Ad. 936; Vaughan v. Lewis, Carth. 227; the omission to take the oath of office; 1 in the case of an alderman, being too poor to pay his municipal taxes. But on the other hand, the mere fact that the member of a common council of an incorporated town became bankrupt, was not ground of removal, in the opinion of Lord Mansfield, since it did not disable him from discharging his corporate duties. So, it has been Rex v. Exeter, Comb. 197; 4 Mod. 33; Rex v. Doncaster, Say. 37. 1 Where the return to a mandamus showed that the ground of removal was that the person entitled to hold the office had failed to take the oath of allegiance, the question was stirred whether, under such circumstances, the party must take the oaths at his peril or whether the magistrate must tender them to him. It was held that he must take them at his peril, that the magistrate need not tender them to him, but he must tender himself to the magistrate and demand them, and if it be refused, must sue out a mandamus, and the magistrate is punishable. Rex v. Mayor of Oxon, 2 Salk. 428. Compare Rex v. Master &c. of St. John's College, Skinn. 546; Rex v. Ellis, 2 Strange, 994. As to a refined distinction between swearing by and before the mayor, see Rex v Ellis, supra. 2 Rex v. Mayor &c. of Andover, 3 Salk. 229. And 3 Rex v. Mayor &c. of Liverpool, 2 Burr. 723. "His mere being a bankrupt," said Lord Mansfield, "is no objection to his continuing a corporator; it is no offense against the duty of his office. He may become a bankrupt without his own fault. there is no census requisite as a qualification to be a corporator. Indeed some one or more of the consequences of bankruptcy may eventually become a cause of amotion: but the bankruptcy itself is not so. A man may be able to pay above twenty shillings in the pound, notwithstanding his being in strictness a bankrupt; or he may very soon obtain a certificate, after the commission is issued. It is no offense against the law of the land. Bankrupts are not now considered as criminals, whatever the old act may intimate of this kind. A man may certainly be a bankrupt, without being guilty of any crime whatsoever, and may really be worth a large surplus on a balance. Sir Stephen Evans and the Woodwards and many others have been instances of this. And this disfranchising for becoming bankrupt might be made a very bad use of, by juntoes in corporations, or under particular circumstances, and with particular views. A run upon a man of great fortune and credit may be artfully managed so as to reduce him to bankruptcy. And there is no difference between a common councilman's becoming a bankrupt, and an ordinary freeman's becoming so. As to the trust and power over the revenues of the corporation - this man is only one member of the number of one and forty, who have amongst them the the power of voting corporate acts: but he has nothing to do with the receipt, or trust, or management, or fingering of the money; nor can have anything to do with it, unless the rest should, by a corporate act of their own, trust him with it. Therefore the having become a bankrupt, and not having obtained his certificate under the commiision awarded against him, is not, of itself alone, sufficient to disqualify him from being a member of the common council of this town; whatever might have been the case, if certain eventual consequences had 1 held that old age is not a sufficient ground of removing an alderman; 1 nor is intoxication, unless it reaches the grade of habitual drunkenness. The fact that a member of a city common council has been expelled from office does not render him ineligible for re-election, and if re-elected he cannot be again removed for the same cause. And in general, where there is a franchise in the office, so that it is in the nature of property, and hence under the protection of the law, the officer cannot be removed on grounds of mere expediency or convenience, or unless he has forfeited his office for one of the causes mentioned in the statutes of the institution.5 § 816. Statutory or Charter Power of Removal. - As already stated, where the organic law is silent, the corporation possesses the inherent power of removing its officers. But where the charter prescribes the terms under which the power is to be exercised, they must be pursued.' If the governing statute defines the causes for which an officer may be removed, he cannot, it has been held, be removed for any other cause, the statute being interpreted in conformity with the principle expressio unius exclusio alterius. So, the power, conferred by the charter, of expelling, has been held not to authorize a suspension. A provision in a governing statute, or in the foundation of a private charity, that visitors" shall and may" remove officers, for specified causes, is imperative; in such a case" shall and may" are equivalent to must.10 § 817. What Corporate Action Necessary. Some corporate action is of course necessary to remove a corporate officer something that distinctly signifies the corporate will that he shall no longer be an officer.1 In those cases where the office is in the nature of a franchise, the officer cannot be removed without the agency of a tribunal, competent to investigate the cause, and pronounce the sentence of the loss of right. The office is not ipso fucto vacant by neglect or abuse; wrongs do not thus execute their own punishment; but an act done, or the exercise of power, is requisite to work the forfeiture, and determine the title to the office. Provisions in the articles of an English banking company, that if any person chosen to act as the public registered officer of the company should become bankrupt, he should be disqualified and his office become vacant, have been construed to mean that his office was to become vacant at the election of the company; but if, after the bankruptcy, they treated and held him out to the world as their public registered officer, they might sue and be sued in his name. Under the conceptions of the old law, an officer appointed under the common seal could only be discharged by an instrument authenticated in the like manner.* But, as we shall see hereafter, the necessity of a corporate seal as an evidence of a corporate act, is no longer required by the modern law, except in those cases where an individual, acting in the same way, would be required to act under seal. Even under old conceptions, it was not necessary that the removal of a mere ministerial officer should be made by the corporation under its common seal. An officer appointed by resolution only, and holding during pleasure, might be removed by a mere resolution rescinding the former one. Resolutions of a corporation suspending or removing an officer, in a place at a distance, are not to be regarded as taking effect, so as to terminate the liability of his sureties, until 1 Murdock v. Phillips' Academy, 12 Pick. 244; Doremus v. Dutch Reformed Church, 3 N. J. Eq. 332; State v. Trustees of Vincennes University, 5 Ind. 77; Rex v. Ponsonby, 2 Brown P. C. 311; Rex v. Heaven, 2 Durnf. & E. 772; Com. v. Pennsylvania &c. Institute, 2 Serg. & R. (Pa.) 141. 2 State v. Trustees of Vincennes University, 5 Ind. 77. 3 Steward v. Dunn, 12 Mees. & W. 655; 1 Dowl. & L.642; 13 Law J. (N. 8.) Exch. 324; 8 Jur. 218. 4 Rex v. Chalke, 1 Ld. Raym. 225; Rex v. Mayor &c. Rippon, 1 Ld. Raym. 563. 5 Post, § Ch. 106, Art. I. 6 Dighton v. Stratford-on-Avon, 2 Keb. 641. Regina v. Thomas, 8 Ad. & E. 183; 3 Nev. & P. 288; 2 Jur. 347; Rex v. Chalke, 1 Ld. Raym. 225. the necessary time for communicating them has elapsed.1 If an officer be liable to removal at the pleasure of the corporation, the choosing another person to fill the office is a declaration of the pleasure of the corporation.2 § 818. Power must be Exercised at a Corporate Meeting. The power to amove an officer, whether possessed as incident to the corporation at large, or vested in a particular body, must appear to be exercised at a meeting duly assembled and holden in the corporate character, or at least holden in the character by virtue of which they are empowered to amove. Thus, where it appeared, by the return to a mandamus that the common council had the power of amotion, and it was alleged as a fact that the party complaining was removed by thirty of the common councilmen, in the council chamber assembled, the court held this to be insufficient, because it did not appear that the thirty councilmen, in the council were then and there assembled as a common council as they might be there to feast, or for other purposes not connected with their corporate character." 3 § 819. And by a Majority Vote. As already seen in respect of corporate elections, the general rule, in the absence of different provisions in the charter, governing statute or valid by-laws, is that, where a quorum is duly assembled, a majority of the quorum may decide any question which comes before the meeting. Accordingly, it has been held, under a charter which requires corporate acts in general to be done by a majority of the corporation, that an officer, if a member, can only be removed by a majority of all members, counting himself. Amotion being an act of an odious nature, all clauses of the charter concerning it must receive a strict interpretation. The officer is not excluded from voting, as a member, upon the question, by his personal interest.5 1 McGill v. Bank of United States, 12 Wheat. (U. S.) 511. 2 Rex v. Mayor of Canterbury, 11 Mod. 403; 1 Strange, 674; AttorneyGeneral v. Corporation of Poole, 8 Beav. 75. Rex v. Taylor, 3 Salk. 231. Ante, § 725, et seq. 5 Reg. v. Sutton, 10 Mod. 74. The return to a mandamus to restore an alderman who had been amoved upon divers charges, alleged that the power had been executed per majorem et bergenses (by the mayor and bur |