who has not suffered by the omission avail himself of a neglect to give notice to any other member.1

§ 282. Notice to directors absent from the State. If a stockholder be absent from his usual place of residence or business notice should be left there with some member of his family. As a general rule, every director who is within reach ought to have notice of every board meeting sent to him; and mere absence from the country can not be said to be in all cases an excuse for failing to notify the absent director. But in a recent English case which was an action by the official liquidator of the plaintiff company, in its name, asking for a declaration that an indenture, which was a conveyance to the defendants of certain property of the company upon trusts for securing the payment of debentures issued by it, was invalid, and to have it set aside on the ground that no properly constituted board of directors had been convened for the purpose of authorizing the execution of the deed, it was held not to be in all cases essential that absent directors should be notified. the case above cited it appeared that the articles of associa tion of the company provided that the number of the directors should not be less than three; that the continuing directors might act, notwithstanding any vacancies in their body, as long as there remained three directors qualified to act; that the office of a director should be vacated if he should absent himself from the meetings of the board during three calendar months without special leave of absence from the di

Wend. 604; s. c. 27 Am. Dec. 104; Jones v. Milton &c. Turnpike Co., 7 Ind. 547; In re Joint Stock Companies Act of 1856, Kay & J. 408; Williams v. Financial Corporation, L. R. 16 Eq. 363, 375. Cf. San Buenaventura &c. Co. v. Vassault, (1875) 50 Cal. 534; In re British Sugar Refining Co., 3 Kay & J. 408; State v. Pettineli, (1875) 10 Nev. 141.

1 Schenectady &c. Plankroad Co. v. Thatcher, (1854) 11 N. Y. 102; In re Mohawk & Hudson R. Co., (1838) 19 Wend. 135.

In

2 Jackson v. Hampden, 20 Me. 37. 3 Leaving a written or even a verbal notice with a member of the stockholder's family has been held sufficient in Williams v. German Mutual Fire Ins. Co., 68 Ill. 387. But see Stevens v. Eden Meeting House Society, 12 Vt. 688.

4 Halifax Sugar Refining Co. v. Francklyn, (Ch. Div. 1890) 8 Ry. & Corp. L. J. 91.

5 Halifax Sugar Refining Co. v. Francklyn, (Ch. Div. 1890) 8 Ry. & Corp. L. J. 91.

rectors. Of the four directors of the company, two were absent at the same time. One of them was resident in Nova Scotia, and was appointed a director to secure his influence there, and was charged with duties for the performance of which residence there was essential. The other was traveling abroad, and it was not known where he was. And it was held as above stated that during their absence it was not essential for the validity of every board meeting that notice thereof should be sent to them, and the other two directors were entitled to act as a board to bind the company. Without going into the distinction between ordinary and extraordinary business, the court intimated that had the business of the meeting been of the latter character, notice would be essential wherever the directors might be. In a well con

1 "I decline to enter into the question of ordinary and extraordinary business, a distinction which does not exist in the articles themselves; it seems to me involved and difficult. As far as I can judge this is a piece of business which might be fairly considered by the directors, and ought to be treated by the court as falling within the category of ordinary business. The directors were not exercising any extraordinary powers, such as powers of borrowing and so forth; what they were asked to do by the debenture holders, and what it seems to me as honest men they were bound to do, was to perfect the security which had been already given, which was assumed to be valid, and which was found to be, or might be, defective by reason of non-registration. I think, therefore, that this might be treated even in that respect as ordinary business. I am of opinion that in each point of view, there was no necessity to go through the form of giving Mr. Dustan notice of a meeting which it was perfectly well known he would not attend. He never gave any intimation of his intention to come to

England, and he never did in point of fact come to England; if he had, a totally different set of circumstances would have arisen, and it would have been certainly proper, and I think also necessary, that he should have been summoned to attend directors' meetings. So much as regards Mr. Dustan. The other director is Mr. Ryder. The evidence is that he was out of the country and in America, that he was traveling about, and it was not known where he was. It was almost impossible to give him notice of the meeting, and, therefore, it seems to me, on the ground that the business of the company can not be stopped by a director choosing to go away to America, or traveling about, that notice to him was unnecessary. I come to the conclusion, under these circumstances, that the two directors were entitled to act as a board to bind the company during the absence of Mr. Ryder, and during the absence of Mr. Dustan in Canada performing the duties with which he was charged. It seems to me, on these grounds, that the action fails and that it must be dismissed with

sidered American case in point, notice of a meeting of the board of directors at which an assignment was made for the benefit of creditors, was sent by telegram to all the directors at their respective residences. Two of them by reason of being absent from the State did not receive the notification. A sufficient number, however, received notice and attended the meeting, to constitute a quorum; and under the circumstances the court declared that "it would seem unreasonable to hold that a majority of the whole number, being present, could not do a legal act binding the corporation. The exigency demanded immediate action to save the property and to save expense. It is easy to see how disastrous might be the consequences were we to adopt the principle contended for by the defendants. The situation of the absent directors might be much more remote and inaccessible than in the present case, requiring several months to reach them by actual notice. Must the corporation remain paralyzed all this time without ability to protect itself?" The suggestion was made in the argument of the case above cited that the absence of the two directors might have been treated as a vacancy which the other directors were empowered by law to fill. If, however, the office was vacant as to the two absent directors, then surely the remaining directors could lawfully represent the corporation, for there is no general law or principle requiring vacancies to be filled before the remaining directors can act in the business of the corporation, provided of course, the number left is sufficient to constitute a legal quorum.

§ 283. Notice to specify time, place and purpose of meeting. The notice of a corporate meeting should specify the place and time at which it is to be held. The time should be definitely stated to be on a certain day at a certain hour.'

the usual consequences." Halifax Sugar Refining Co. v. Francklyn, (Ch. Div. 1890) 8 Ry. & Corp. L. J. 91, 93.

Min. & Manuf. Co. v. Vassault, (1875) 50 Cal. 534, 537, where the court said: " Conceding that this by-law is notice per se that the annual

Chase v. Tuttle, (1887) 55 Conn. meeting will be held on the third 455; s. c. 3 Am. St. Rep. 64. Monday in April of each year, it is

2 Chase v. Tuttle, (1887) 55 Conn. insufficient as a notice of the point

455; s. c. 3 Am. St. Rep. 64.

3 San Buenaventura Commercial

of time during that day at which the meeting is to be held."

This is ordinarily all that is required, and when only the usual course of business is to be carried out no notice of the questions to be considered need be given;' but when the purpose of the meeting is to consider some matter outside of the usual routine of business, the notice should set forth the nature of the business to be transacted. It is not necessary, however, that a notification should be drawn up with all the formality of a special plea. All that is required is, that it should be so expressed as that the members may fairly understand the purpose for which they are to be convened.'

§ 284. Compelling attendance.- Under the New York statutes constituting the wardens, vestrymen and rector of an incorporated Episcopal Church the vestry and trustees of the church, and intrusting to them the management of the temporalities, estate and property of the church, the rector has the right to institute mandamus proceedings to compel

the attendance of vestrymen who refuse to attend a meeting of the vestry; and, it being shown that a meeting is necessary, and can not be held without their presence, and the purpose sought to be obtained being merely to secure a meeting, a peremptory writ will issue.1

§ 285. Place of holding members' meetings. In respect of the place of holding corporate meetings a distinction is drawn between those of the members composing the corporate body itself and meetings of their managing or directing boards. Whether the former may be held beyond the borders of the State from which the charter is derived is a mooted question; while there seems to be no doubt that the latter may meet and transact such business as has been committed to their direction wheresoever may be most convenient. In support of the proposition that the members or stockholders can not hold a valid meeting except in the State from which they derive their corporate existence, it is said that where corporations are created by State legislatures without specifying a locality in their charters, they are regarded as, by implication of law, local to the State in which they are created, and must have their business locations therein;2 that, accordingly, all votes and proceedings of persons professing to act in the capacity of corporators if assembled beyond the sovereignty granting the charter are wholly void. The

2 Aspinwall v. Ohio & M. R. Co., (1863) 20 Ind. 492; s. c. 83 Am. Dec. 329. The case of Wright v. Bundy, 11 Ind. 398, accords with Aspinwall v. Ohio & M. R. Co., (1863) 20 Ind. 492, in principle. The difference is in the facts. In the former the stockholders constituted the corporation, the directors being but its agents. In the latter the directors were constituted the corporation by the charter.

1 People v. Winans, (1890) 9 N. Y. and the demandants claimed title Supl. 249. through a mortgage thereof executed by the president and secretary of the Bluehill Granite Company, a corporation chartered by that State in 1836. It appeared in proof that shortly after the date of the charter a meeting of the corporators for organization under it was called and held in the city of New York, that the charter was there accepted, and the officers of the corporation, president, secretary and directors, were chosen; that at a meeting of the directors held in the same city in April, 1837, the president and secretary were authorized by vote to ex

3 Miller v. Ewer, 27 Me. 509. This case was a writ of entry to recover a tract of land in the State of Maine