unless, by failure to take any action within the time presc ibed by the statute of limitations, his remedy be barred. If a corporation migrate from the sovereignty from which it derives its charter, although its organization may remain apparently the same, it ceases to be a corporation, and its shareholders become liable as partners."

1 Taylor on Corporations (2nd ed. 1889), § 332.

2 Taylor on Corporations (2nd ed. 1889), § 382.

3 Camp v. Lyrne, 41 Mo. 525. Thus, where all the members of a corporation deriving its charter from the State of Maine resided in New Hampshire and held their meetings in the latter State, their proceedings were considered legal: Coop v. Lamb, 12 Me. 312.

4 Ohio etc. R. R. Co. v. McPherson, 35 Mo. 13; 86 Am. Dec. 128; Freeman v. Machias Water Power etc. Co. 33 Me. 343.

5 Graham v. Boston etc. R. R. Co. 118 U. S. 161, 178, affirming S. C. 14 Fed. Rep. 753. Cf. Anderson v. Santa Anna, 116 U. S. 356; Grenada Co. v. Drogden, 112 U. S. 231; Howe v. Freeman, 14 Gray, 566; Shaw v. Norfolk R. R. Co. 5 Gray, 162.

6 Heath v. Silverthorn Lead etc. Co. 39 Wis. 146.

7 Camp v. Byrne, 41 Mo. 525; Ohio etc. R. R. Co. v. McPherson, 35 Mo. 13; 86 Am. Dec. 128.

S Ormsoy v. Vermont Copper etc. Co. 56 N. Y. 623; Cook on Stock & Stockh. § 592.

9 Merrick v. Van Santvoord, 34 N. Y. 208; Merrick v. Brainard, 38 Barb. 574.

§ 437. Extraordinary meetings.-In England it is enacted that every general meeting of the shareholders, other than an ordinary meeting, shall be called an "extraordinary meeting," and such meetings may be convened by the directors at such times as they think fit.' And it shall be lawful for twenty or more shareholders, holding in the aggregate not less than one-tenth of the capital of the company, by writing under their hands at any time, to require the directors to call an extraordinary meeting of the company, and such requisition shall fully express the object of the meeting required to be called, and shall be left at

the office of the company, or given to at least three of the directors, or left at their last or usual places of abode, and forthwith upon the receipt of such requisition the directors shall convene a meeting of the shareholders; and if for twenty-one days after such notice the directors fail to call such meeting, the prescribed number, or such other number as aforesaid, of shareholders, qualified as aforesaid, may call such meeting, by giving fourteen days' public notice thereof. But no extraordinary meeting shall enter upon any business not set forth in the notice upon which it shall have been convened.3 Directors are bound to give full notice of the objects for which an extraordinary meeting is required to be held; and though the requisition may be so expressed that resolutions following its precise terms might be illegal, the directors are not entitled to limit the notice, if the objects stated in the requisition can be carried out in a legal manner. If the directors send out an insufficient notice, the requisitionists may treat the meeting as invalid and may call one themselves.*

1 8 Vict. ch. 16, § 68. 2 8 Vict. ch. 16, § 70.

3 8 Vict. ch. 16, § 69,

4 Brown & Theobald's Railway Law, 98, citing Isle of Wight R'y Co. v. Tahourdin, 25 Ch. Div. 320.

438. Notice of meetings-When requisite. Frequently the time and place of the regular meetings of the stockholders are prescribed by the charter of the company or in its by-laws, or have become fixed by custom. When this is the case, it is not necessary that they be notified of the meetings; unless the provision naming the day fail to

specify the hour, and the place be insufficiently designated. The fact that a by-law names the third Monday in April of each year, while it may diminish, does not remove the uncertainty as to the time at which the meeting is to be held. In such a case notice of the meeting must be given, and it is highly important that it should be so definite as to leave no room for controversy. It may well be doubted, however, whether a custom by which the shareholders' meetings are held at the same place at regular intervals, will render it unnecessary to give notice of the time and place of the meetings.*

1 State v. Bonnell, 35 Ohio St. 10; Warner v. Mower, 11 Vt. 385, 393. Cf. Atlantic Mutual Fire Ins. Co. v. Sanders, 36 N. H. 252; Sampson v. Bowdoinham Steam Mill Co. 36 Me. 78; Moore v. Hammond, 6 Barn. & C. 456; People v. Batchelor, 22 N. Y. 128.

2 San Buenaventura etc. Co. v. Vassault, 50 Cal. 534. Cf. United States v. McKelder, 8 Fed. Rep. 778.

3 San Buenaventura etc. Co. v. Vassault, 50 Cal. 534.

4 Wiggin v. Freewill Baptist Church, 8 Met. 301. Acc. both as to custom and by-laws, King v. Attwood, 4 Barn. & Adol. 481; King v. Westwood, 7 Bing. 1; King v. Bird, 13 East; Green v. Mayor of Durham, 1 Burr. 127.

439. The notice to be issued by an authorized officer. The notice of a stockholders' meeting should show that it has been issued by an officer vested with authority to issue the call. It is not indispensable to the validity of the meeting, however, that it be called by the persons named in the charter, or the by-laws of the company;3 such provisions being directory rather than mandatory.* But under the West Virginia code,5 declaring that "a general meeting of the stockholders may be called at any time by the board of directors, or by any number of stockholders, holding together at least one-tenth of the capital," a meeting called merely by the secretary, though under authority of stock

holders holding one-tenth of the capital, was pronounced illegal, and the actions thereof of no effect. In a proper case, officers whose duty it is to call a corporate meeting, may be compelled to do so by mandamus."

1 Johnston v. Jones, 22 N. J. Eq. 216; Stevens v. Eden Meeting House Society, 12 Vt. 688. See also Evans v. Osgood, 18 Me. 213; Congregational Society of Bethany v. Sperry, 10 Conn. 200; State of Nevada v. Pettineli, 10 Nev. 141, Angell & Ames on Corporations, § 491. As to the proper officer to issue the call, usually the general agent of the company, see Steffins v. Merritt, 10 Cush. 27.

2 Judah v. American Live Stock Ins. Co. 4 Ind. 333; Chamberlain v. Painesville etc. R. R. Co. 15 Ohio St, 225; Newcomb v. Reed, 12 Allen, 362. It may be called by a minority of shareholders, although it be the duty of the majority, where the latter refuse to do so: Busey v. Hooper, 35 Md. 15.

3 Chamberlain v. Painesville etc. R. R. Co. 15 Ohio St. 225. Acc. Citizens' Mutual Fire Ins. Co. v. Sortwell, 8 Allen, 217. But see State v. Pettineli, 10 Nev. 141.

4 Chamberlain v. Painesville etc. R. R. Co. 15 Ohio St. 225. 5 West Virginia Code, ch. 53, § 41.

6 Reilly v. Oglebay, 25 W. Va. 36.

7 People v. Albany Hospital, 61 Barb. 397; McNeely v. Woodruff, 13 N. J. 352: State of Nevada v. Wright, 10 Nev. 167. Cf. Regina v. Aldham etc. Ins. Society, 6 Eng. L. & Eq. 365.

§ 440. When the notice should specify the object of the meeting.-The notice should specify the place, the day and the hour of meeting, and every notice of an extraordinary meeting, or of an ordinary meeting at which unusual business is to be transacted, should specify the purpose for which the meeting is called. Thus, special notice of intention to vote remuneration to directors should be given. But when no unusual business is to be transacted at a meeting of stockholders it is not necessary that the object of the meeting be stated in the call.3 The proceedings of the meeting must be confined to the ordinary business and to such special matters as are set forth in the notice as the object of the meeting. Thus corporate officers cannot be elected

4

BEACH ON RAILWAYS-45

at a meeting called to amend the by-laws of the company. But notice of intention "to remove any of the present directors" would, it seems, justify resolutions removing all of them. If other business be transacted, the proceedings are so far invalid;' unless all the members be present and give their consent.

6

8

1 See the Companies' Clauses Act of 1845, 8 Vict. ch. 16, § 71; Shelby R. R Co. v. Louisville etc. R. R. Co. 12 Bush, 62; Atlantic De Laine Co. v. Mason, 5 R. I. 463; Tuttle v. Michigan etc. R. R. Co. 35 Mich. 247; Merritt v. Farris, 22 Ill. 303; In re Silkstone Fall Colliery Co. 1 Ch. Div. 38; In re Bridport Old Brewery Co. Law R. 2 Ch. 191; King v. Hill, 4 Barn, & C. 426. Cf. Wills v. Murray, 4 Ex. 843; Zabriskie v. Cleveland etc. R. R. Co. 23 How. 281; Savings Bank v. Davis, 8 Conn. 192; Asbury R'y etc. Co. v. Riche, Law R. 7 H. L. 653.

2 Hutton v. West Cork R'y Co. 23 Ch. Div. 654.

3 Sampson v. Bowdoinham Steam Mill Co. 36 Me. 78; Warner v. Mower, 11 Vt. 385; People's Ins. Co. v. Westcott, 14 Gray, 440. See, also, Wills v. Murray, 4 Ex. 843; S. C. People v. Batchelor, 22 N. Y. 128; South School District v. Blakeslee, 13 Conn. 227; Merritt v. Farriss, 22 Ill. 303; 19 Law J. Ex. 209.

4 Atlantic De Laine Co. v. Mason, 5 R. I. 463. See also Smith v. Erb, 4 Gill (Md.), 437; 8 Vict. ch. 16, § 67; People v. Albany etc R. R. Co. 55 Barb. 344; Mac Dougall v. Gardiner, 1Ch. Div. 13; Warner v. Mower, 11 Vt. 385; Cook on Stock & Stockh. § 595. Cf. Ex parte Fox, Law R. 6 Ch. 176. 5 People's Ins. Co. v. Westcott, 14 Gray, 440. Cf. Rex v. Town of Liverpool, 2 Burr. 723; Rex v. Doncaster, 2 Burr. 738.

6 Isle of Wight R'y Co. v. Tahourdin, 25 Ch. Div. 320.

7 In re British Sugar etc. Co. 3 Kay & J. 408, 413; Graham v. Van Dieman's Land Co. 1 Hurl. & N. 541; Cleve v. Financial Corporation, Law R. 16 Eq. 363. Cf. In re Irrigation Co. of France, Law R. 6 Ch. 176.

8 King v. Theodorick, 8 East, 543; In re The Joint Stock Companies Act of 1856, 3 Kay & J. 408; San Buenaventura etc. Co. v. Vassanet, 50 Cal. 534. See People's Mutual Ins. Co. v. Westcott, 14 Gray, 440.

§ 441. Of the service of notice.-If the manner of serving notice be prescribed, the validity of the proceedings depend upon compliance with the requirement. Notice of stockholders' meetings should be personally served, unless otherwise prescribed by statute, charter or by-law,' at a reasonable time before the date of meeting.3 If a stockholder be absent from his usual place of residence or business, notios should be left there with some member of