regularly convened, with due notice for the purpose, have the right to ratify such action and dissolve the corporation.1 So again, directors of a corporation who are in office can not dispute the right of a stockholder holding a majority of the stock to have an election in accordance with the by-laws, on the ground that he intends to use his legal rights for purposes detrimental to the interests of the corporation, and that the desired election is merely a step toward that end. One who has been induced to subscribe for corporate stock by the assurance of a stockholder that the corporation would not engage in a particular business, does not thereby acquire a right to enjoin the stockholder from voting that the corporation engage in that business.3

$278. (b) In voluntary associations. There are some societies which are formed by the voluntary association of the members, and there are communities which have a known de scription and are recognized as forming part of the general constitution of the country. The former must have their rules or by-laws as well as the latter; but they receive no aid from the general law of the land to enforce obedience to their rules, and they have no ultimate remedy against disobedience but the expulsion of the disobedient member. Accordingly, in these voluntary associations, unless it has been expressly agreed in the articles of association that the majority shall control, they have no power to subject the minority to their will. Lord Coke took the distinction between public and private associations, and admitted that in matters of public concern, the voice of the majority should govern; because it was for the public good and the power was to be more favorably expounded than when it was created for private purposes. In Viner we have several cases marking the same distinction; and it is now well settled that in matters of mere private confidence, or personal trust or benefit, the majority can not conclude the minority; but where the power is of a

1 Hancock v. Holbrook, (1888) 40 La. Ann. 53.

2 Camden & Atlanta R. Co. v. El

kins, (1883) 37 N. J. Eq. 273.

3 Converse v. Hood, (1889) 149 Mass.

471.

42 Kyd on Corporations, 95.

52 Kyd on Corporations, 95.

6 Lloyd v. Loaring, 6 Ves. 773. Cf. Irvine v. Forbes, (1852) 11 Barb. 587. 7 Coke Litt. 181, b.

8 Viner, tit. “Authority,” B.

public or general nature, the voice of the majority will control on grounds of public convenience; and this is also part of the law of corporations.' In an early case which was a suit by three persons on behalf of all the other members of a lodge of Free Masons, Lord Eldon observed that if he considered them as individuals, the majority had no right to bind the minority; that one individual had as good a right to possess the property as any other unless he can be affected by some agreement. No change can be made in the constitution of such companies and associations without the consent of the whole body of subscribers. If any one article might be abolished by a vote of the majority, so might every other article; and the rights and property of each individual member might be placed in the utmost jeopardy. The only exception to this general rule that the' majority can not bind the minority without a special agreement, are the cases of partnership, where the interest is joint, not in common, and of the part owners of a ship. In the former case the principle is not that a majority can bind the minority, but that each partner, having a joint interest in the whole concern, may bind all the partners. The case of ships rests upon peculiar grounds of public policy, to wit, that ships are built "to plough the ocean and not to rot by the wall." 5

§ 279. Notice of meetings.- An opportunity to deliberate, and if possible to convince their fellows, is the right of the minority, of which they can not be deprived by the arbitrary will of the majority. Accordingly, notice of the time, place and purpose of all special meetings, whether of stockholders or directors, is essential to the validity of any deliberative action taken thereat.' But in respect of notice a manifest disLivingston v. Lynch, (1820) 4 Johns. Ch. 573, 579, 598, per James Kent. Chancellor.

1 Livingston v. Lynch, (1820) 4 Johns. Ch. 573, 596, citing AttorneyGeneral v. Davy, 2 Atk. 212; King v. Beeston, 3 Term Rep. 592; Withnell v. Gartham, 6 Term Rep. 388; Grindley v. Barker, 1 Bos. & Pull. 229; Green v. Miller, 6 Johns. Rep. 39; 5 Co. 63, a.

2 Lloyd v. Loaring, 6 Ves. 773.

3 Davies v. Hawkins, 3 Maule & Sel. 488, per Lord Ellenborough;

4 Livingston v. Lynch, (1820) 4 Johns. Ch. 573, 598.

51 Abbot on Ships, ch. 3, § 2. Cf. Livingston v. Lynch, (1820) 4 Johns. Ch. 573, 598.

6 Commonwealth v. Cullen, 13 Pa. St. 133; s. c. 33 Am. Dec. 450.

¡ Farwell v. Houghton Copper

tinction exists between the general stated meetings of a corporation and its special meetings. Stated meetings may, nevertheless, be special, that is, limited to particular business. But stated meetings of a corporation are usually general, that is, for the transaction of all business within the corporate powers. Unless the object of such a meeting is restricted by express provision of the by-laws, it would ordinarily be understood to be general; and so every corpɔrator would be bound to understand it. But if the object of the meeting be limited by the by-laws, it is then a special meeting, and no other business can be lawfully transacted unless special notice has been given. "Where the meeting is stated and general, no notice is required, either of the time or place of holding the meeting, or of the business to be transacted,"1 unless some statute of the State or the charter or bylaw of the company require notice of all meetings to be given. Even a requirement of the by-laws that notice shall

Works, (1881) 8 Fed. Rep. 66; State v. Ferguson, 31 N. J. 107; Pike Co. v. Rowland, 94 Pa. St. 238; Kersey Oil Co. v. Oilcreek &c. R. Co., 12 Phila. 374; Doyle v. Mizner, 42 Mich. 332; Harding v. Vandewater, 40 Cal. 77; D'Arcy v. Tamar &c. Ry. Co., L. R. 2 Ex. 158; State v. Pettineli, (1875) 10 Nev. 141; 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, 8 East, 543; Rex v. Gabonian, 11 East, 86, n., 87, n. Cf. People's Ins. Co. v. Westcott, 14 Gray, 440; Dillon on Municipal Corporations, § 202; Angell & Ames on Corporations, § 493. As to the validity of acts done at meetings not properly called, see note in 18 Am. Dec. 102, 103; and note to Chase v. Tuttle, 3 Am. St. Rep. 64, 69, 70. But see Edgerly v. Emerson, 23 N. H. 555; s. c. 55 Am. Dec. 207. See also, Bank v. Flour Co., 41 Ohio St. 552.

1 Redfield, J. in Warner v. Mower, (1839) 11 Vt. 385, 391. "Where the meeting is stated and general, notice of the time and place of holding it, or of the business to be transacted, is, in the absence of provision or regulation to the contrary, in no case required." State v. Bonnell, (1878) 35 Ohio St. 10, 15; People v. Bachelor, (1860) 22 N. Y. 128; Merritt v. Farris, 22 Ill. 303. Cf. Atlantic Mutual Fire Ins. Co. v. Sanders, (1855) 36 N. H. 252; Sampson v. Bowdoinham Steam Mill Co., (1854) 36 Me. 78; Moore v. Hammond, 6 Barn. & C. 456. But see King v. Atwood, 4 Barn. & Ad. 41; King v. Westwood, 7 Bing. 1; King v. Bird, (1811) 13 East, 361; Green v. Durham, 1 Burr. 127; and Wiggin v. Freewill Baptist Church, 8 Met. 301, from which it seems that mere custom can not take the place of definite notice.

2 E. g. Cal. Civ. Code, § 320, requiring that each director shall have special notice of the regular meet

be given of "all meetings" of the company is deemed to refer only to special meetings. But under a statutory requirement that notice of the "regular meetings" shall be given, not only must notice of a regular meeting itself be given, but also, in the event of an adjournment to a subsequent day, those who were absent from the original meeting must be notified of the place and hour to which it may be adjourned. Even though the date and place of regular meetings be provided for in the

ings of the board, unless provision is made in the by-laws for such meetings. Thompson v. Williams, (1888) 76 Cal. 153; s. c. 9 Am. St. Rep. 187.

1 Warner v. Mower, (1839) 11 Vt. 385, 393, where Redfield, J. said: "From the nature and character of its provisions it could have reference only to special meetings. For why should the annual meeting, whose time and place and object were all fixed by the by-laws, be notified in this manner. It would seem to be purely a work of supererogation."

thereof should have been given to non-attending directors the court said: "To hold that the adjourned meeting of the 9th, the hour of which was not fixed or declared by the meeting on the 8th of October, was a part of the meeting of the board of the 8th, and therefore no further notice of it was required, would be to sanction an evasion of the law in regard to notice to the directors of the meeting of the board. An inspection of the minutes of the meeting of the 8th would give no information to the directors not attending that meeting of the time to which that meeting had been adjourned. In fact it does not appear that the board as a board ever did fix the hour on the 9th at which the adjourned meeting was to be held; and as it does not so appear, we must, in construing the facts as found, hold that the board on the 8th did not fix the hour at all. Under these circumstances, we can not hold that the meeting on the 9th, at which the assessment was levied, was anything more than a special meeting, of the calling of which the non-attending directors, Alien and Thompson, had no notice or knowledge. The assessment was therefore levied without authority and was a nullity. See San Buenaventura Manuf. Co. v. Vassault, 50 Cal. 534."

2 Thompson v. Williams, (1888) 76 Cal. 153; s. c. 9 Am. St. Rep. 187, a case under Cal. Civ. Code, § 320, relating to corporations, which provides that "when no provision is made in the by-laws for regular meetings of the directors, and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or, if there be none, on the order of two directors." The by-laws of the corporation contained a provision for regular meetings, and at such a meeting, certain directors being absent, the board adjourned until the next day without fixing an hour; nor was notice of the adjourned meeting given the absent directors. In holding Cf. Alexander v. Simpson, (Eng. that the adjourned meeting was a Ct. App. 1889) 6 Ry. & Corp. L. J. special meeting and that notice 497.

charter or by-laws, such notice of the hour and exact place of assembling must be given as will leave no room for controversy.1 Mandatory provisions of the charter respecting the time of notification are not to be rendered nugatory by any by-law in conflict therewith. But where the provisions of a statute in this respect are directory only, a failure to comply with them, if assented to by the corporators, does not vitiate the company's franchise. And generally speaking, the stockholders may, by attendance or acquiescence in the action taken at a meeting, lose their right to object on the ground of want of notice. Thus where stock of the company had been issued to its president as compensation for his services and by way of payment for sums of money advanced to it by him, and all the parties interested countenanced or ratified his dealing with the stock as owner thereof, it was decided that his title thereto could not be impeached for want of notice to the directors of the meeting at which the resolution was passed in accordance with which the stock was issued. And where the action of the directors at a special meeting was ratified at a subsequent special meeting, of which all the directors had legal notice, and at the next regular meeting "the minutes of the last two meetings were read and approved," it was considered immaterial whether all the

I San Buenaventura Manuf. Co. v. Vassault, (1875) 50 Cal. 534. Cf. United States v. McKelden, (1879) 8 Fed. Rep. 778; s. c. 4 MacA. 318.

2 United States v. McKelden, (1879) 8 Fed. Rep. 778; s. c. 4 MacA. 318. In this case it was held that where the charter of a corporation declares that two weeks' published notice of the annual meeting for the election of managers shall be given, managers elected after a notice of two days only, are not elected according to law; and no by-law can render nugatory the mandatory provision of the charter.

Braintree Water-Supply Co. v. Town of Braintree, (1888) 146 Mass. 482; construing Mass. Pub. Stat. ch. 105, § 9.

4 Bryant v. Goodnow, 5 Pick. 228;

Kenton Furnace R. &c. Manuf. Co. v. McAlpine, 5 Fed. Rep. 737; Richardson v. Vermont &c. R. Co., (1872) 44 Vt. 613; Jones v. Milton &c. Turnpike Co., 7 Ind. 547; Judah v. American &c. Ins. Co., (1853) 4 Ind. 333; Smallcombe v. Evans, L. R. 3 H. of L. 249; Phosphate of Lime Co. v. Green, L. R. 7 C. P. 43; Turquand v. Marshall, L. R. 4 Ch. 376. But see United States v. McKelden, 8 Fed. Rep. 778; s. c. 4 MacA. 318; In re Long Island R. Co., (1838) 19 Wend. 37; s. c. 32 Am. Dec. 429. See People v. Peck, (1834) 11 Wend. 604; s. c. 27 Am. Dec. 104; King v. Theodoric, 8 East, 543.

5 Reed v. Hayt, (1888) 109 N. Y. 659; s. c. 4 Ry. & Corp. Ľ. J. 135, 137; Beach on Railways, § 442.