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

Bank of Augusta v. Earle,' is a leading case in point; and it was there said by Chief Justice Taney, that a corporation "must dwell in the place of its creation and can not migrate to another sovereignty;" but that its residence in one State creates no insuperable objection "to its power of contracting" in another; nor does it make any difference as to the operation of this rule that the corporators named in the charter are empowered by it to manage the affairs of the corporation and to exercise all rights therein granted "as directors," until others shall be elected. The two capacities of corporators and directors are distinct, and they can not do in the latter capacity those acts which the law requires them to do in the former. Subsequent ratification, however, at a meeting properly held may suffice to impart validity to former irregular proceedings. And the legislature, having power to authorize

ecute the mortgage in question, which they accordingly did; and there was no proof that any meeting for the organization of the company or for the choice of its officers had ever been held in the State of Maine. The court upon this proof held that the mortgage passed no title because the directors who ordered its execution, were not lawfully chosen. Wood v. Hydraulic &c. Co., (1872) 45 Ga. 35; Hilles v Parrish, (1862) 14 N. J. Eq. 380; Aspinwall v. Ohio &c. R. Co., (1863) 20 Ind. 492, 497; s. c. 83 Am. Dec. 329; Freeman v. Machias Water Power &c. Co., (1854) 38 Me. 343; Ormsby v. Vermont Copper &c. Co., (1874) 56 N. Y. 623; Merrick v. Brainard, (1860) 38 Barb. 574; La Fayette Ins. Co. v. French, 18 How. 404; Smith v. Silver Valley &c. Co., 64 Md. 85; s. c. 10 Am. & Eng. Corp. Cas. 1; s. c. 54 Am. Rep. 760; Miller v. Ewer, 27 Me. 509; s. c. 46 Am. Dec. 619; Franco-Texan Land Co. v. Laigle, (1883) 59 Tex. 339, where the charter of a Texas corporation purported to authorize it to transact business at Paris, France, and it

was held, that the corporation could not hold stockholders' meetings outside of Texas; that directors elected at a meeting held at Paris were not directors even de facto, and that their acts were a nullity; Farnum v. Blackstone &c. Corporation, 1 Sumn. 46; Day v. Newark &c. Manuf. Co., 1 Blatchf. 628; Plimpton v. Bigelow, (1883) 93 N. Y. 592, 598; Stevens v. Phoenix Ins. Co., 41 N. Y. 149; Merrick v. Van Santvoord, (1866) 34 N. Y. 208, 218; Reichwald v. Commercial Hotel Co., (1883) 106 Ill. 439. In England it has been enacted that all meetings, whether ordinary or extraordinary, shall be held in the place prescribed in the charter, if any, and if no place be prescribed, then at some place to be appointed by the directors. 8 Vict. ch. 16, § 66.

a meeting to be held out of the State, may cure the irregularity of one there held without authority first obtained, by the subsequent passage of an act which recognizes the proceedings of the meeting as valid.'

§ 286. Place of meeting to accept charter and to organize the company. Whatever doubt there may be as to the legality of stockholders' meetings beyond the State after the company has been duly organized, there is none as to the insufficiency of votes and elections given and held without the State for the purpose of accepting the charter and electing the first officers and board of directors. But a subscriber to the stock of a corporation thus illegally organized, who has given his note for the amount subscribed, may by his acts be estopped from denying the legal existence of the corporation,. when sued by a bona fide endorsee for value before maturity.' For, it is said, if he did it with knowledge of the fact that the company, of which he thus became a member, was in point of fact a mere cheat and a fraud upon the public, he should not be permitted to take advantage of his own wrong.

$287. Place of meeting of consolidated companies.-That a meeting in one of several States of the stockholders of a corporation chartered by all of those States is valid in respect to the property of the corporation in all of them, with

& Mill Co., (1854) 38 Me. 343, 346; Ohio &c. R. Co. v. McPherson, (1864) 35 Mo. 13; s. c. 86 Am. Dec. 128.

1 Graham v. Boston &c. R. Co., (1886) 118 U. S. 161, 178; s. c. 14 Fed. Rep. 753. Upon the general question of legislative sanction of irregular corporate acts, see the following cases, which relate to irregular municipal elections: Anderson v. Santa Anna, (1885) 16 U. S. 356, 359; St. Joseph Township v. Rogers, 16 Wall. 644; Grenada Co. v. Brogden, (1884) 112 U. S. 261; Keithsburg v. Frick, 38 Ill. 405; Cogwill v. Long, 15 Ill. 202; Howe v. Freeman, 14 Gray, 566; Shaw v. Norfolk R. Co., 5 Gray, 162.

2 In Smith v. Silver Valley Mining

Company, (1885) 64 Md. 85; s. c. 54 Am. Rep. 760, a charter was granted to a corporation by the legislature of North Carolina. The corporators held their first meeting in Baltimore, Maryland, there accepting the charter; and it was decided that this acceptance was invalid and that the corporation had no legal existence. Freeman v. Machias Water Power &c. Co., (1854) 38 Me. 343. But see Hearth v. Silverthorn Lead &c. CO., (1875) 39 Wis. 146, as to estoppel of the corporation to deny extra-territorial acts, to the injury of third parties.

3 Camp v. Byrne, (1867) 41 Me. 525. Camp v. Byrne, (1867) 41 Me. 525.

4