not mean that the original transfer must be on the books, but that a written assignment executed as required by the by-laws and reasonably registered at length on the books was a transfer on the books of the company, Northrop vs. Curtis et als., 5 Conn. 246, and this would undoubtedly be held today. The equitable title to stock, however, can pass by contract or by sale or by gift by the delivery of the certificate with intent to pass title. Reed vs. Copeland, 50 Conn. 472. But the requirements of the by-laws must be complied with, and where it is provided by by-law that the assignment must be written in the treasurer's book and subscribed by the assignor or his attorney, a mere entry of credit on the treasurer's book for the amount of the stock is insufficient to make the assignee a stockholder liable to assessment. Marlborough Mfg. Co. vs. Smith, 2 Conn. 579. See also Northrop vs. Newtown & Bridgeport Turnpike Co., 3 Conn. 544; Oxford Turnpike Co. vs. Bunnell, 6 Conn. 552.

The corporation books and records determine who are stockholders for the time being and who have a right to vote the stock, although the equitable title may have been sold or it may have been pledged as collateral. The person who appears on the books to be the owner may vote on the stock standing in his name and is eligible to the office of director as a stockholder. State, ex. rel. White, et al. vs. Ferris et als., 42 Conn. 560.

Until a transfer of stock is actually made on the company's books the legal title, and the legal rights and liabilities of the stockholder of record remain unchanged and a receiver may recover an unpaid assessment from such stockholder though he has contracted with a third person to take the shares and such third person has wrongfully refused. Russell, Receiver, vs. Easterbrook, 71 Conn. 50. And the recording agent may properly decline to permit a transfer of its stock to be made on its books to a person who refuses to consent thereto. (Ibid.)

Since title can pass as against third persons only by transfer on the books of the company, an attaching creditor is not bound to look beyond the books to see whether his debtor has made any assignment of the stock standing in his name. Dutton vs. Connecticut Bank, 13 Conn. 493. See also Colt vs. Ives et als., 31 Conn. 25.

Since, however, the equitable title may pass as between the parties without a transfer on the books, a general assignment for the benefit of creditors gives the trustee an equitable title subject to the corporate lien for the stockholder's debt. Vansands vs. Middlesex County Bank, 26 Conn. 144. The beneficial owner of stock in a Connecticut corporation is not precluded, by the mere fact that he has permitted it to stand in the name of another on the books of the corporation, from asserting his right thereto as against an attaching creditor, in the absence of fraud or grounds of estoppel. N. Y. Commercial Co. vs. Francis et al., 83 Fed. 769.

Sec. 22. Calls for meetings; changes in by-laws. All stockholders' meetings shall be held in this state and, except the first, at such time and place as shall be provided in the by-laws. A written or printed notice of every such meeting, stating the day, hour, and place thereof, shall be given by the president or secretary to each stockholder, by leaving such notice with him or at his residence or usual place of business, or by mailing it to him at his last known post office address, at least five days before such meeting. At any such meeting by-laws may be adopted, or the by-laws previously adopted may be altered or repealed. No by-laws shall be adopted, and no existing by-law shall be

amended or repealed, unless written notice of such proposed action shall have been given in the call for the meeting at which such adoption, amendment, or repeal is to be acted upon.

NOTES.

For call of first meeting, and waiver, see § 67, infra, page 109.

To constitute a legal meeting the notice thereof should show that it was called by the person authorized to issue the call, and if called by one who is unauthorized, though he affix the names of those authorized to issue the call, without previous authority or subsequent ratification, the meeting is illegal. Bethany vs. Sperry, 10 Conn. 200.

Where the record states that the meeting was called for a special purpose it will be presumed, until the contrary is shown, that the purpose was specified in the call, and the burden of proof is upon the party denying it. Chase et al., Trustees, vs. Tuttle et als., 55 Conn. 455.

Proof that a letter containing a notice, properly stamped and addressed, has been posted, furnishes proper ground for an inference that the notice has been given, Central National Bank vs. Stoddard, 83 Conn. 332, and this rule presumably would apply to notice of a meeting.

Quorum. Unless the by-laws require that a majority, or some other proportion of all the stockholders, are necessary to constitute a quorum, such of them as are present will be authorized to transact the business for which the meeting was properly called, and the acts of a majority of those present will bind the corporation. It is, of course, provided by § 25 that, in the absence of a provision to the contrary in the charter, certificate of incorporation, or statute, each share of stock shall be entitled to one vote.

The ordinary manner in which stockholders in a corporation give directions is, in the absence of a charter or statutory provision to the contrary, by a vote of the majority of the shares represented at a meeting of the corporation duly called. The Stamford Trust Co., Trustee, vs. The Yale & Towne Mfg. Co. et als., 83 Conn. 43.

Alterations in the charter of a corporation which make a material or fundamental change therein will not become operative unless accepted or assented to by all the stockholders. Those which make auxiliary or incidental changes only will become operative upon acceptance by a majority. The right of the majority to rule in respect to charter changes of the latter class, as in all matters relating to the corporate business and policy within the authority of the charter, is implied in the contract into which the stockholders enter. Perkins et als. vs. Coffin et als., 84 Conn. 275.

Sec. 23. Special meetings, how called; waiver. The president of every corporation may, and, upon the written request of three or more members of a corporation having no capital stock, or of one or more stockholders holding at least one-tenth of the capital stock of a corporation having capital stock, shall, call a special stockholders' meeting and cause legal notice thereof to be given. In case of the neglect or refusal of the president to call a meeting on such request, such stockholders may call the same. Whenever under any of the provisions of this act a corporation is authorized to take any action after notice to its stockholders or after the lapse of a prescribed period of time, such action may be taken without notice and

without the lapse of any period of time if such action be authorized and such requirements be waived in writing by every stockholder of such corporation or by his attorney thereto authorized.

Sec. 24. Failure to hold meeting or elect officers. Whenever any corporation shall have failed to hold its annual meeting or to elect officers thereat, and no provision is contained in its charter, articles of association, certificate of incorporation, or by-laws, or is made by law, otherwise than is provided in this section for such contingency, the officers of such corporation shall hold office until others shall be chosen in their stead, and a special or annual meeting may be called by the persons whose duty it is to call the annual meeting, or, on the neglect or refusal of such persons, by not less than three of the members of a corporation having no capital stock, or by the holders of one-tenth of the capital stock of corporations having capital stock, by giving in writing such notice as is required in calling the annual meeting, and at such meeting the necessary officers may be elected, and the failure aforesaid shall not impair the rights of such corporation. Nothing in this section shall revive any corporation whose powers may have expired for any cause other than that hereinbefore named or any corporation which in fact shall have