5

his family. To support the validity of corporate acts, each member must be actually summoned." Where stock has been pledged, the notice of meeting should be served upon the pledgor unless the pledgee has foreclosed."

1 Shelby R. R. Co. v. Louisville etc. R. R. Co. 12 Bush, 62; Reilly v. Oglebay, 25 W. Va. 36; Warner v. Mower, 11 Vt. 385; Stevens v. Eden Meeting House Society, 12 Vt. 688; Johnston v. Jones, 23 N. J. Eq. 216; Swansea Dock Co. v. Levien, 20 Law J. Ex. 447. Cf. Citizens' Mutual etc. Co. v. Sortwell, 8 Allen, 217; Smith v. Law, 21 N. Y. 296.

2 Savings Bank v. Davis, 8 Conn. 191; Stow v. Wise, 7 Conn. 214; 18 Am. Dec. 99; Wiggins v. Freewill Baptist Church, 8 Met. 301; Stevens v. Eden Meeting House Society, 12 Vt. 688; Taylor v. Griswold. 3 Green, 122; 27 Am. Dec. 33; Tuttle v. Michigan Air Line R. R. Co. 35 Mich. 247; Harding v. Vandewater, 40 Cai. 77. Cf. Porter v. Robinson, 30 Hun, 209; Stebbins v. Merritt, 10 Cush. 27; Rex v. Doncaster, 2 Burr. 738; Rex v. Town of Liverpool, 2 Burr. 723.

3 In re Long Island R. R. Co. 19 Wend. 37; 32 Am. Dec. 429; Wiggin v. Freewill Baptist Church, 8 Met. 301. Cf. Covert v. Rogers, 33 Mich. 368; 2 Am. Rep. 706. As to what constitutes a reasonable time, see Shelby R. R. Co. v. Louisville etc. R. R. Co. 12 Bush, 62. Fourteen days' public notice. at least, of all meetings, whether ordinary or extraordinary, is required by the English Companies' Clauses Act of 1845, to be given by advertisement: 8 Vict. ch. 16, § 71.

4 Jackson v. Hampden, 20 Me. 37.

5 Leaving a written or even a verbal notice with a member of the stockholder's family has been held sufficient: Williams v. Gorman Mutual Fire Ins Co. 68 III. 387. See, however, Stevens v. Eden Meeting House Society, 12 Vt. 688. As to effect of death of shareholder upon the validity of a meeting held before the appointment of his administrator, see Freeman's National Bank v. Smith, 13 blatchf. 220.

6 Angell & Ames on Corporations, § 492; People v. Albany etc. R. R. Co. 55 Barb. 344; Shelby R. R. Co. v. Louisville etc. R. R. Co. 12 Bush, 62; McDaniells v. Flower Brook Manuf. Co. 22 Vt. 274; Jackson v. Hampden, 20 Me. 37; Wiggin v. Freewill Baptist Church, 8 Met. 301; Commonwealth v. Cullen, 13 Pa. St. 133; 53 Am. Dec. 450; San Buenaventura etc. Co. v. Vassault, 50 Cal. 534; Rex v. Langhorn, 4 Ad. & E. 538; S. C. 6 Nev. & M. 203; 2 Nev. & M. 618; Moore v. Hammond, 6 Barn. & C. 456; Smith v. Darley, 2 H. L. Cas. 789 Cf. People v. Batchelor, 22 N. Y. 128, 134; People v. Peck, 11 Wend. 604; 27 Am. Dec. 104; Shortz v. Unangst, 3 Watts & S. 45; Stebbins v. Merritt, 1) Cush. 27; Cannon v. Trask, Law R. 20 Eq. 669; MacDougall v. Gardiner, 1 Ch. Div. 13.

7 New York etc. R. R. Co. v. Schuyler, 38 Barb. 534, 542; McDaniells v. Flower Brook Manuf. Co. 22 Vt. 274.

§ 442.

Waiver of notice.-The stockholder's right to notice may be waived' by attending the meeting. A stockholder who has not suffered by an omission to serve notice "cannot avail himself

of a neglect to give notice to any other stockholder." If a meeting be not properly called, the waiver of all the stockholders is requisite to give validity to its proceedings, the absence or dissent of a single shareholder being fatal.5

1 Richardson v. Vermont etc. R. R. Co. 44 Vt. 613; Jones v. Milton etc. Turnpike Co. 7 Ind. 547; Judah v. American etc. Ins. Co. 4 Ind. 333; Phosphate of Lime Co. v. Green, Law R. 7 Com. P. 43; Turquand v. Marshall, Law R. 4 Ch. 376; Smallcombe v. Evans, Law R. 3 H. L. 249; Bryant v. Goodnow. 5 Pick. 228; Kenton Furnace R. R. & Manuf. Co. v. McAlpin, 5 Fed. Rep. 737. But see United States v. McKelden, 8 Am. Rep. 778; In re Long Island R. R. Co. 19 Wend. 37: 32 Am. Dec. 429. See People v. Peck, 11 Wend. 604; 27 Am. Dec. 104; King v. Theodorick, 8 East, 543. One of the officers issuing the notice cannot take advantage of irregularitics therein: Schenectady etc. Plank Road Co. v. Thatcher, 11 N. Y. 102; Bucksport etc. R. R. Co. v. Buck, 68 Me. 81.

2 Kenton Furnace R. R. & Manufacturing Co. v. McAlpin, 5 Fed. Rep. 737; People v. Peck, 11 Wend. 604; 27 Am. Dec. 104; Stebbins v. Merritt, 10 Cush. 27; Ex parte Faris, Law J. Ch. 369; King v. Chetwynd, 7 Barn. & C. 695; Jones v. Milton etc. Turnpike Co. 7 Ind. 547; In re The Joint Stock Companies Act, 1856, 3 Kay & J. 408; William v. Financial Corporation, Law R. 16 Eq. 363, 375. Cf. San Buenaventura etc. Co. v. Vassault, 50 Cal. 534; In re British Sugar Refining Co. 3 Kay & J: 408. See State of Nevada v. Pettineli, 10 Nev. 141.

3 Schenectady etc. Plank Road Co. v. Thatcher, 11 N. Y. 102. See In re Mohawk etc. R. R. Co. 19 Wend. 135. Cf. Samuel v. Holliday, 1 Woolw. 400.

4 State of Nevada v. Pettineli, 10 Nev. 141.

5 Farwell v. Houghton etc. Works, 8 Fed. Rep. 66; Moore v. Hammond, 6 Barn. & C. 456; Rex v. Langhorn, 4 Ad. & E. 538; S. C. 2 Nev. & M. 618; 6 Nev. & M. 203; Smyth v. Darley, 2 H. L. Cas. 789; Rex v. Theodorick, & East, 543; Rex v. Gaboriau, 11 East, 36, note, 87, note, Cf. Feople's Ins. Co. v. Westcott, 14 Gray, 440; Dillon on Municipal Corporations, § 202; Angell & Ames on Corporations, § 495.

§ 443. Of the right to vote at shareholders' meetings. The members of a corporation having a capital stock divided into shares, do not vote as individuals, but as the holders of those shares; accordingly, the number of votes to which each is entitled is determined by the number of shares which he holds. In England, the act of incorporation often provides a scale regulating the number of votes which the shareholders shall have, and when no such scale is prescribed, every shareholder has

one vote for every share up to ten, and an additional vote for every five shares beyond the first ten shares held by him up to one hundred, and an additional vote for every ten shares held by him beyond the first hundred shares; provided always, that no shareholder shall be entitled to vote at any meeting unless he shall have paid all the calls then due upon the shares held by him.' The right of a shareholder to vote cannot be taken away or restricted by any by-law of the corporation. It is said, however, that a statute confining the right of voting to citizens of the incorporating State is constitutional. It may well be doubted, however, whether a statute thus discriminating against the citizens of another State would be held by the federal courts to be in harmony with the constitutional declaration that "the citizens of each State shall be entitled to all privileges and immunities of citizens in the several States." 5 A municipal corporation holding stock in a railway company may vote upon it in the same manner as any other shareholder. A stockholder is entitled to vote upon stock issued by way of dividend as well as upon his original shares."

1 Hays v. Commonwealth, 82 Pa. St. 518. Contra, Taylor v. Griswold, 3 Green, 122; 27 Am. Dec. 33.

2 8 Vict. ch. 16, § 75.

3 People v. Kip, 4 Conn. 382, note; Brewster v. Hartley, 37 Cal. 15, 24; 99 Am. Dec. 237; Rex v. Spencer, 3 Burr. 1827; Cook on Stock & Stockh. 8 608.

4 State v. Hunton, 23 Vt. 594.

5 U.S. Const. art. iv, § 2.

6 Kreiger v. Shelby R. R. Co. (Ky. 1886), 25 Am. & Eng. R. R. Cas. 528; Cook on Stock & Stockh. § 608.

7 Bailey v. Railroad Co. 22 Wall. 604, 637. As to whether scrip certificates issued by way of dividend can be voted, see Bailey v. Railroad Co. 22 Wall, C04, 635,

§ 444. Who entitled to vote. As a general rule, the person in whose name shares of stock stand registered upon the corporate books is conclusively presumed to be entitled to vote thereon at corporate meetings,' although he may have transferred his stock certificates; and no other evidence of being entitled to vote is required.3

1 In re Long Island R. R. Co. 19 Wend. 37, 44; 32 Am. Dec. 429; Ex parte Willcocks, 7 Cow. 402; 17 Am. Dec. 525; Vandenburgh v. Broadway Railway Co. 2) Hun, 31, 355; In re Mohawk etc. R. R. Co. 19 Wend. 13; Ia re Long Island R. R. Co. 19 Wend. 37; 32 Am. Dec. 429; N. Y. Rev. Stat. ch. 13, title 4, § 5; State v. Ferris, 42 Conn. 560, 568. But see S.rong v. Smith, 15 Iun, 222; Greenville etc. R. R. Co. v. Coleman, 5 Rich. 118; Savage v. Ball, 17 N. J. Eq. 142; Downing v. Potts, 23 N. J. 6; State v. Leete, 13 Nev. 242; Pender v. Lushington, 6 Ch. Div. 70; Birmingham etc. R'y Co. v. Locke, 1 Q. B. 256.

2 People v. Robinson, 64 Cal. 373; McNiel v. Tenth National Bank, 46 N. Y. 3.5, 332; 7 Am. Rep. 311; In re Long Island R. R. Co. 19 Wend. 37; 32 Am. Dec. 429; Mosseaux v. Urquhart, 13 La. An. 482; State v. Ferris, 42 Conn. 560: Johnston v. Jones, 23 N. J. Eq. 216, 223; Downing v. Potts, 23 N. J. 66; Hoppin v. Duffum, 9 R. I. 513; 11 Am. Rep. 231; State v. Pettineli, 10 Nev. 141. Cf. In re North Shore Staten Island Ferry Co. 63 Barb 556, Smith v. American Coal Co. 7 Lans. 317. But see People v. Devin, 17 Ill. 4, where it is held that the true owner must be allowed to vote whether registered or no. Cf. Allen v. Hill, 16 Cal. 113.

3 Beckett v. Houston, 32 Ind. 393. As to the right of the pledgor of stock to vote thereon, until his pledgee has been registered, see Vowell v. Thompson, 3 Cranch C. C. 428; Schofield v. Union Bank, 2 Cranch C. C. 115; Smith v. American Coal Co. 7 L .ns. 317; In re Cecil, 36 How. Pr. 477; In re Barker, 6 Wend. 509; Ex parte Willcocks, 7 Cow. 402; 17 Am. Dec. 525; New York Laws of 1843, ch. 43, § 17; Crease v. Babcock, 10 Met. 525, 515; McDaniell v. Flower Brook Manuf. Co. 22 Vt. 274; IIoppin v. Buñum, 9 R. I. 513; 11 Am. Rep. 291; Brewster v. Hartley, 37 Cal. 15; 93 Am. Dec. 237. As to the right of the pledgor to control the vote of his pledgee, see Schofield v. Union Bank, 2 Cranch C. C. 115; Lawrence v. Maxwell, 53 N. Y. 19; Ex parte Willcocks, 7 Cow. 402, 410; 17 Am. Dec. 525; Story on Bailments (3th edition), § 89; 1 Schouler on Personal Propcrty (2nd edition), § 435; Redfield on Carriors, § 653; Lewis on Stock Brokers, 125; Stevens on Joint Stock Companies (Canadian), 401. Cf. Vowell v. Thompson, 3 Cranch C. C. 428; McDaniells v. Flower Brook Manuf. Co. 22 Vt. 274; Fanning v. Hibernia Ins. Co 37 Ohio St. 339; Heath v. Silverthorn etc. Mining Co. 33 Wis. 146; McHenry v. Jewett, 90 N. Y. 53; Strong v. Smith, 15 Hun, 222. As to votes by trustees, see In re Mohawk etc. R. R. Co. 19 Wend. 135; In re Barker, 6 Wend. 50; In re North Shore Staten Island Ferry Co. 63 Barb. 556; Ex parte Holmes, 5 Cow. 425; Conant v. Millaudon, 5 La. An. 542; Crease v. Babcock, 10 Met. 525, 515; Wilson v. Central Bridge, 9 R. I. 530; Hoppin v. Buffum, 9 R. I. 513; 11 Am. Rep. 291; Pender v. Lushington, 6 Ch. Div. 70; Brewster v. Hartley, 37 Cal. 15; 99 Am. Dec. 237. Cf. Ex parte Holmes, 5 Cow. 426; Stewart v. Mahoney Mining Co. 54 Cal. 149. As to votes by executors and administrators, see In re North Shore Staten Island Ferry Co. 63 Barb. 556; Middlebrook v. Merchants' Bank, 3 Keyes (N. Y.) 135; N. Y. Laws of 1848, ch. 40, § 17. As to votes upon stock held by partners, see Kenton Furnace

Railroad & Manuf. Co. v. McAlpin, 5 Fed. Rep. 737; Hardy v. Norfolk Manuf. Co. 80 Va. 404; Allen v. Hill, 16 Cal. 113.

445. Who entitled to vote-New York and English statutes. In New York, however, it is by statute made unlawful for a stockholder in a railway company to vote upon any stock where the certificates thereof are not in his possession or under his control, and where he has ceased to retain title to the stock as owner either in his own right, or in some fiduciary capacity, notwithstanding that the stock may still stand in his name on the books of the company; and the inspector of elections may require a shareholder offering to vote to take an oath that he has not sold or otherwise disposed of his shares, and that they still remain in his possession and subject to his control. Under the New York General Railroad Act of 1850, a shareholder is entitled to vote only upon shares which have been "held by him thirty days previous to such election."3 In England, if several persons be jointly entitled to a share, the person whose name stands first in the register of shareholders as one of the holders of such share, shall, for the purpose of voting at any meeting be deemed the sole proprietor thereof; and on all occasions the vote of such first-named shareholder, either in person or by proxy, shall be allowed as the vote in respect of such share, without proof of the concurrence of the other holders thereof.1

1 N. Y. Laws of 1880, ch. 510, § 2. 2 N. Y. Laws of 1880, ch. 510, § 2.

3 N. Y. Laws of 1850, ch. 140, § 5. Cf. In re St. Lawrence Steamboat Co. 41 N. J. 523; Downing v. Potts, 23 N. J. 66; Hoppin v. Buffum, 9 R. I. 513; 11 Am. Rep. 291.

4 8 Vict. ch. 16, § 78.

§ 446. Stock held by the corporation not to be voted upon. When shares of stock have been