next meeting, it does not rest with him to make the objection.14 Where the charter of a joint-stock corporation prescribes the mode of giving notice of the time and place of holding meetings of stockholders, that mode must be pursued, or the notice will be ineffectual; 15 and if the by-laws provide that meetings of the stockholders shall be called by the trustees, the board of trustees must act, in order to convene a legal meeting.16

1 Wiggin v. Freewill Baptist Church, 8 Met. 301; Stow v. Wyse, 7 Conn. 214; Stevens v. Eden Meeting House Soc. 12 Vt. 688; and see Harding v. Vandewater, 40 Cal. 77.

2 Congregational Society of Bethany v. Sperry, 10 Conn. 200; Jones v. Milton etc. Co. 7 Ind. 547; Hardenburg v. Farmers' etc. Bank, 3 N. J. Eq. 68; Johnston v. Jones, 23 id. 216; Evans v. Osgood, 18 Me. 213; and see Goulding v. Clark, 34 N. H. 148; Stebbins v. Merritt, 10 Cush. 27. 3 People v. Bachelor, 22 N. Y. 128.

4 Jones v. Milton etc. Co. 7 Ind. 547; Rex v. May, 5 Burr. 2681.

5 Rex. v. Hill, 4 Barn & C. 426; Atlantic Ins. Co. v. Sanders, 36 N. H. 252; and see Re Irrigation Co. Law R. 6 Ch. 176; Graham v. Van Diemen's Land Co. 1 Hurl. & N. 541.

6 Merritt v. Farris, 22 Ill. 203; Warner v. Mower, 11 Vt. 385; Sampson v. Bowdoinham Steam Mill Co. 36 Me. 78.

7 People v. Bachelor, 22 N. Y. 128; and see Lane v. Brainerd, 30 Conn. 565.

8 People's Ins. Co. v. Westcott, 14 Gray, 440; Atlantic Délaine Co. v. Mason, 5 R. I. 463; Savings Bank v. Davis, 8 Conn. 191; Re Bridport Old Brewery Co. Law R. 2 Ch. 191.

9 People v. Bachelor, 28 Barb. 310; 22 N. Y. 128; and see Ex parte Johnson, 31 Eng. L. & Eq. 430.

10 Scadding v. Lorant, 3 H. L. Cas. 418; 5 Eng. L. & Eq. 16; People v. Bachelor, 38 Barb. 310; 22 N. Y. 128; and see Smith v. Law, 21 id. 256; Warren v. Mower, 11 Vt. 385; People v. Common Council of Rochester, 5 Laus. 142; Kimball v. Marshall, 44 N. H. 466.

11 In re Long Island R. R. Co. 19 Wend. 37; Rex v. Hill, 4 Barn. & C. 426, 442.

12 Gibson v. Barton, Law R. 10 Q. B. 329.

13 People v. Young Men's etc. Ben. Soc. 65 Barb. 357; and see Merritt v. Earle, 31 id. 38.

14 People v. Young Men's etc. Ben. Soc. 65 Barb. 357.

15 Shelby R. R. Co. v. Louisville etc. R. R. Co. 12 Bu h, 62.

16 State v. Pettineli, 10 Nev. 141.

§ 65. The voice of the majority controls.-When the charter or constitution of the corporation is silent as to the matter, it is the general rule that, within the scope of the corporate affairs,1 the acts of a majority are binding on the whole.2 The individual who becomes a member

of the corporation assents beforehand to all measures that shall be sanctioned by a majority of the voices; 3 nor is it necessary that the number present at a lawful meeting be a majority of the whole number of members. A majority of those who appear may act, and their action will bind all, if performed in good faith, and within the purpose of the corporation. But this doctrine applies only where an act is to be done by an indefinite body, as the whole body of the corporators; 6 and where an act is to be done by a select and definite body, as a board of directors, a majority of the number is necessary to constitute a legal meeting, although if a quorum is present, a majority of the quorum may act.8 Thus, if there are twelve directors, and seven attend a meeting, a resolution adopted by a vote of four is presumably binding.9

1 Columbia etc. Co. v. Meier, 39 Mo. 53; Dudley v. Kentucky High School, 9 Bush, 576; Thompson v. Erie Railw. Co. 11 Abb. Pr. N. S. 188; Gray v. Lewis, Law R. 8 Eq. 526; Kent v. Jackson, 2 De Gex M. & G. 49.

2 East Tenn. etc. R. R. Co. v. Gammon, 5 Sneed, 567; Lanman v. Lebanon Valley R. R. Co. 30 Pa. St. 42; Troy etc. R. R. Co. v. Kerr, 17 Barb. 581; Mowrey v. Indiana etc. R. R. Co. 4 Biss. 78; Eggleston v. Doolittle, 33 Conn. 396, 402.

3 St. Mary's Church, 7 Serg. & R. 517.

4 Ex parte Willcocks, 7 Cowen, 402, 410 n; Madison Av. Baptist Baptist Church in Oliver St. 5 Robt. 649.

5 Treadwell v. Salisbury Manuf. Co. 7 Gray, 393; Faulds v. Yates, 57 Ill. 416; S. C. 11 Am. R. 24; Gregory v. Patchett, 33 Beav. 595; Brewer v. Boston Theater, 104 Mass. 378.

6 See Horton v. Baptist Church, 34 Vt. 316; State v. Binder, 38 Mo. 450; Presbyterian Cong. v. Johns, 27 Miss. 517.

7 Buell . Buckingham, 16 Iowa, 284; Field v. Field, 9 Wend. 394; Rex v. Miller, 6 Term Rep. 268; Blacket v. Blizzard, 9 Barn. & C. 851. 8 Booker r. Young, 12 Gratt. 303; Edgerly v. Emerson, 23 N. H. 555; Price v. Grand Rapids etc. R. R. Co. 13 Ind. 58.

9 See Lockwood v. Mechanics' Nat. Bank, 9 R. I. 308; Wells v. Rahway White Rubber Co. 19 N. J. Eq. 402.

§ 66. Meetings held outside the corporate domicile.-A corporation exists only within the territory of the jurisdiction that created it, and it cannot act strictly in a corporate capacity outside that territory.1 All proceedings had by the body of the corporation, while sitting without the bounds of the state which creates it, are void

and of no effect.2 But the directors of a corporation, as the agents thereof,8 may meet and act outside of the chartering state, and their proceedings will be valid and binding upon the corporation.4 And a corporation which is the creature of the concurrent legislation of two states may lawfully hold its meetings and transact its corporate business in either state.5

1 Bank of Augusta v. Earle, 13 Peters, 519, 588; Paul v. Virginia, 8 Wall. 163.

2 Miller v. Ewer, 27 Me. 517; Freeman v. Machias etc. Mill Co. 38 id. 343; Aspinwall v. Ohio etc. R. R. Co. 20 Ind. 497; Wood Hydraulic Co. v. King, 45 Ga. 34.

3 Galveston R. R. Co. v. Cowdrey, 11 Wall. 459, 476; Balt. etc. R. R. Co. v. Glenn, 23 Md. 237; Bank of Augusta v. Earle, 13 Peters, 519, 558.

4 Arms v. Conant, 36 Vt. 745; Ohio etc. R. R. Co. v. McPherson, 35 Mo. 13; McCall v. Byram Manuf. Co. 6 Conn. 428; Bellows v. Todd, 39 Iowa, 200; Smith e. Alvord, 63 Barb. 415; Newburg Petroleum Co. v. Weare, 27 Ohio St. 343.

5 Covington etc. Bridge Co. v. Mayer, 31 Ohio St. 317. See Ohio etc. R. R. Co. v. Wheeler, i Black, 286; Sprague v. Hartford etc. R. R. Co. 5 R. I. 233.

§ 67. Mode of conducting elections.-The election of suitable officers or agents for the government of the affairs of the corporation, and the conduct of its business through the agency of such, pertain to the nature and condition of corporations aggregate, without being expressly conferred by the act of incorporation.1 And if the time and mode of election are not fixed by charter or prescription, it is competent for the corporate body to make regulations respecting them.2 So, in case of an emergency in which the mode prescribed by the charter fails to accomplish the purposes intended, and the necessary offices are vacant, the corporators may exercise the power of election, and provide for the appointment of inspectors for that purpose. The power of election may be reposed in a board of directors, or other select body; 4 if not so expressly lodged in other hands, it is to be exercised by the body at large; 5 or, if consistent with the charter, the body at large may delegate the power of election to a select body, created by a by-law. In corpo

rations aggregate, the principle of an election is a majority, unless otherwise specified. But after an election has been properly proposed, whoever has a majority of those who vote, the assembly being sufficient, is elected, although the majority of the entire assembly wholly abstain from voting. An adjournment during the process of balloting will not invalidate the election of a board of directors.9

8

1 Hughes v. Parker, 20 N. H. 58; Low v. Commissioners etc. R, M. Charlt. 302.

2 Newling v. Fraucis, 3 Term Rep. 189; Juker v. Commouw. 20 Pa. St. 184.

3 Matter of Wheeler, 2 Abb. Pr. N. S. 361.

4 Commonw. v. Gill, 3 Whart. 228.

5 Commonw. v. Bonsall, 3 Whart. 560; State v. Aucker, 2 Rich. 244. 6 Ex parte Willcocks, 7 Cowen, 402; 17 Am. Dec. 525; and see Com mouw. r. Woelper, 3 Serg. & R. 29; 8 Am. Dec. 628.

7 Horton v. Baptist Church, 34 Vt. 316; State v. Wilmington City Council, 3 Har. (Del.) 294.

8 Oldknow v. Wainwright, 2 Burr. 1017; and see Rex. v. Miller, 6 Term Rep. 268; Booker v. Young, 12 Gratt. 303; Buell e. Buckingham, 16 Iowa, 284; Everett v. Smith, 22 Miun. 53; but see Commonw. v. Wickersham, 66 Pa. St. 134.

9 Penobscot etc. R. R. Co. v. Dunn, 39 Me. 587; and see Matter of Chenango Mut. Ins. Co. 19 Wend. 635.

§ 68. Time and place of holding election.-Many of the details as to the mode of conducting elections are regarded as directory,1 and the mere failure of an electoral body to proceed as directed does not exhaust its power of election.2 Even the time mentioned is a directory provision, the omission to pursue which is not fatal.8 But when the charter directs that all elections of directors after the first shall be held annually, at such times as the by-laws shall direct, no second election can be held until by-laws designating the time have been adopted. If the directors are empowered to designate the time for holding an election, the designation must be made by the board when lawfully convened.5 When the usual place of meeting has been changed, an election of officers at the old place is invalid.6

1 Dickey v. Hurlburt, 5 Cal. 343; People v. Albany etc. R. R. Co. 7 Abb. Pr. N. S. 265; S. C. 38 How. Pr. 228; 55 Barb. 344; Gass v. State. 34 Ind. 425; Hughes v. Parker, 20 N. H. 58; Downing v. Potts, 3 Zab. 66; Thames Haven Dock etc. Co. 4 Man. & G. 552; 3 Eng. Railw. Cas. 177.

2 Jacobs v. Murray, 15 Cal. 221; State v. Young, 51 id. 149.

3 Jacobs v. Murray, 15 Cal. 221; and see People v. Runkle, 9 Johns. 147; Rex v. Poole, 7 Mod. 195; People v. Fairbury, 51 Ill. 149; Comm'rs v. McDaniel, 7 Jones, (N. C.) 107.

4 Johnston v. Jones, 23 N. J. Eq. 216; see Hughes v. Parker, 19 N. H. 181.

5 Johnston v. Jones, 23 N. J. Eq. 216.

6 Miller v. English, 1 Zab. 317; and see Commonw. v. Comm'rs, 5 Rawle, 75; People v. Knight, 13 Mich. 424.

§ 69. Who may vote at elections.-When the qualifications of persons who may vote for corporate officers are definitely prescribed by statute, the corporation cannot extend or abridge the right to vote. No additional qualification can be imposed by by-laws.2 The mere owning of shares in the stock of a moneyed corporation gives a right to vote; 8 and the owner need not have a certificate of the stock to entitle him to exercise the right. So, a subscriber to stock, to whom regular certificates thereof have been issued, may vote, although he has paid nothing for his stock. The right to vote upon shares is in the persou in whose name, as apparent owner, they stand upon the books of the corporation. If the right to vote is disputed, the books of the corporation are prima facie evidence as to who possesses that right. Any transfer of stock sufficient to pass the property is sufficient to entitle the transferee to vote, unless some specific mode of transfer is made necessary by statute or a by-law.8 Administrators of a stockholder who dies intestate, have the right to vote at election of directors, without any formal transfer of the stock on the books of the company.9 A person has a right to vote on stock standing in his name as trustee for another; 10 and in a clear case of hypothecation, the pledgor may vote;ll so, the mortgagor of stock in a corporation, until foreclosure and sale, is entitled to vote upon the stock at elections. 12 But where stock is held by an individual as trustee for the corporation, such trustee