the credit of the by-law and the signature thereto, or the like.15

1 City of London's Case, 8 Co. Rep. 253; Mayor etc. of Mobile v. Yuille, 3 Ala. 137; Tobacco Pipe etc. Co. v. Woodroffe, 7 Baru. & C. 838; and see Piper v. Chappell. 14 Mees. & W. 624.

2 Wood r. Searle, 3 Leon. 8; J. Bridg. 141; Mayor etc. v. Yuille, 3 Ala. 137; but see Mayor etc. e. Phelps, 27 id. 55.

3 McMullen r. City of Charleston, 1 Day, 382; Mayor etc. v. Ordrenan, 12 Jonus. 1.2.

4 Kirk r. Nowell, 1 Term Rep. 125; and see Nightingale r. Bridges, 1 Show. 15; Heise v. Town Council, 6 Rich. 404; Miles v. Chamberlain, 17 Wis. 446.

5 London v. Wood, 12 Mod. 696; Hart v. Mayor of Albany. 9 Wend. 571; Barter o. Commonw. 3 Peur. & W. 253; Ex parte Burnett, 30 Alab 401.

6 Cotter v. Doty, 5 Ohio. 3795; Kirk r. Nowell, 1 Term Rep. 118; Hart v. Mayor etc. 9 Wend. 571; Phillips v. Allen, 41 Pa. St. 481.

7 Adley v. Reeves, 2 Maule & S. 53.

8 Rex v. London. 2 Lev. 201; but sce Bab v. Clerke, F. Moore, 412. 9 Doggerell v. Pokes, F. Moore, 411.

10 Pentz v. Fire Ins. Co. 35 Md. 73.

11 London v. Wood, 12 Mod. 686.

12 Woolley v. Idle, 4 Burr. 1951; Feltmakers v. Davis, 1 Bos. & P. 93. 13 Totterdell v. Glazby, 2 Wils. 266; and see Graves v. Colby, 9 Ad. & E. 356; Piper v. Chappell, 14 Mees. & W. 624.

14 Anacosta Tribe v. Murbach, 13 Md. 91.

15 Flint v. Pierce, 99 Mass. 68; and see Trustees etc. v. Flint, 13 Met. 543.

§ 61. Proof of by-laws.-It is in general necessary to produce the by-laws, in order to prove what they are;1 and parol testimony of their contents, though offered by an officer of the corporation, is incompetent. The adoption of by-laws may, however, be sometimes proved by implication; 3 and ancient and unvaried usage has been ac cepted as evidence of a by-law. Evidence of the custom of doing business in a union-store association was admitted, to show consent to, or acquiescence in, an actual change or modification of their by-laws.5 A member of a corporation is presumed to know its by-laws; and the by-laws of a corporation are evidence against its officers, though they be not corporators.7

1 Lumbard v. Aldrich, 8 N. H. 35.

2 Lumbard v. Aldrich, 8 N. II. 35; and see Sells v. Brown, 9 Car. & P. 601.

BOONE CORP.-7.

3 Union Bank v. Ridgely, 1 Hár. & G. 324.

4 Rex v. Miller, 6 Term Rep. 280; Rex v. Westwood. 4 Barn. & C. 786; and see Taylor v. Griswold, 2 Green C. E. 223; Herzo v. San Francisco, 33 Cal. 134.

5 Henry v. Jackson, 37 Vt. 431.

6 Inhabitants etc. v. Morton, 25 Mo. 593; Buffalo v. Webster, 10 Wend. 99.

7 Bank of Wilmington etc. v. Wollaston, 3 Har. (Del.) 90.

CHAPTER VI.

MEETINGS AND ELECTIONS.

§ 62. Object and nature of meetings.

§ 63. Necessity of notice.

§ 64. Requisites of notices.

§ 65. The voice of the majority controls.

§ 66 Meetings held outside the corporate domicile.

§ 67. Mode of conducting elections.

§ 68. Time and place of holding elections.

§ 69. Who may vote at clections.

§ 70. Validity of clections.

§ 71. Presumptions bearing on elections.

§ 62. Object and nature of meetings.-In general, a corporation can transact its business and manifest its wishes only by and through the individuals composing it; hence, the necessity for meetings of the members, from time to time, for the different purposes connected with the corporation.1 A distinction is made between general stated meetings of a corporation and special meetings.2 The former occur at stated times and places, as usually fixed by the constitution or by-laws of the body, and are held for the consideration of matters in general. The latter are called upon emergencies, or on particular occasions, and for special purposes. 8

1 See City of Baltimore v. Poultney, 25 Md. 18; Dey v. Jersey City, 19 N. J. Eq. 412; Mayor etc. v. Simpson, 8 Q. B. 73.

2 Waruer v. Mower, Il Vt. 385.

3 Warner v. Mower, 11 Vt. 385; and see Zabriskie v. Cleveland etc. R. R. Co. 23 How. 381; Cutbill v. Kingdom, 1 Ex. 494.

§ 63. Necessity of notice.-In the absence of any provision, express or implied, to the contrary, every member has a right to be present at all meetings of the corporate body, and must, in some manner, be notified to attend the same. And the omission to give the required

notice, though accidental,2 will generally invalidate the proceedings at the meeting.3 Even the absence of a member from home will not excuse the want of notice; 4 but a meeting may be legally held, although a member is incapable, from mental imbecility, of receiving a notice thereof. And the pledgee of stock is not to such an extent regarded as the owner, as to be entitled to notice; 6 so, the want of notice may be waived, as, where all who are entitled to be present at a meeting, are actually present, whether with or without notice, and do not object to the same on the ground of informality; but if any one person having a right to attend, is absent, or refuses his consent, the proceedings are illegal. A person not present and who did not receive notice, may, nevertheless, bind himself by subsequent acquiescence in the proceedings of a meeting.9 In some cases proper notice is presumed; thus, where a part only of the directors attend a meeting and transact business, it need not appear that the absent directors had notice. If the contrary do not appear, the legal presumption is that they had notice. 10 Dates in ancient records of a town are presumed to have been regularly passed, though no record of a warrant or notice is found.11

1 State v. Ferguson, 31 N. J. L. 107; People v. Bachelor, 22 N. Y. 128; Smythe. Darley, 2 II. L. Cas. 789.

2 Rex r. Langhorn, 4 Ad. & E. 538.

3 Rex v. Chetwynd, 7 Baru. & C. 695: and see San Buenaventura etc. Maf. Co. e. Vassaait, 59 Cal. 554; People v. Albany etc. R. R. Co. 38 low. Pr. 223; S. C. 55 Barb. 314; 7 Abb. Pr. N. S. 265.

4 Jackson v. Hampden, 20 Me. 37.

5 Stebbins v. Merritt, 10 Cush. 27.

6 McDaniels v. Flower Brook Manuf. Co. 22 Vt. 274.

7 Re British Sug. Refining Co. 3 Kay & J. 408; 26 L. J. (Ch.) 369; Jones e. Milton etc. Co. 7 Ind. 547; People v. Peck. 11 Wend. 604; and see Bryant v. Goodnow, 5 Pick. 228.

8 People's Ins. Co. v. Westcott, 11 Gray, 440.

9 Smallcombe v. Evans, Law R. 3 H. L. 249; Turquand v. Mar. shall, Law R. 4 Ch. 376; Samuel v. Holladay, Woolw. 400; and see Phos phate Co. r. Green, Law R. 7 Com. P. 43; Ramsey v. Erie Railw. Co. 38 How. Pr. 193; S. C. 7 Abb. Pr. N. S. 156.

10 Sargent v. Webster, 13 Met. 497; Lane v. Brainerd, 30 Conn. 565;

and see Citizens etc. Ins. Co. v. Sortwell, 8 Allen, 217; Chamberlain ♥. Painesville etc. R. R. Co. 15 Ohio St. 225.

11 Willey v. Portsmouth, 35 N. H. 303.

§ 64. Requisites of notice.-In the absence of any provision on the subject, meetings must be called by a personal notice; 1 which should be in writing, and signed by the proper person having authority to assemble the corporation; 2 so, it should state the time and place of meeting, unless these be established by some standing rule or general custom known to the members; 5 and it should state the business to be transacted, except in the case of stated general meetings, and meetings regularly held for a particular object. The members of a corporate body are presumed to have notice of the time of its stated meetings, and are bound by the proceedings at them;7 but notice of extraordinary meetings should specify the occasion of the summons, and the business proposed to be transacted.8 So, an absent member is not presumed to know all which takes place at a stated meeting, so as to be charged with notice of anything there transacted, contemplating future action at a time other than that of a stated meeting, and notice should be given; but the rule is otherwise as it respects an adjourned meeting held in continuation of a prior one, and for the purpose of completing its unfinished business. 10 If there be no provision as to the length of time prior to the meeting requisite for notice, a reasonable time is required, or the usual time, if regulated by custom. 11 Under a statute requiring a general meeting of every company once in every year, the word "year" is construed to mean the period commencing on the 1st of January and ending on the 31st of December, and not the period of twelve months from the registration of a company.12 In New York, the holding of meetings of a benevolent society for the transaction of its business, on Sunday, is not forbidden as illegal; 13 and if a member attends a regular meeting so held on Sunday, and is there served with a notice to attend the