out the necessity of a repetition of the meeting in any other of those States, is declared by the federal Supreme Court to be a sound proposition. Thus, the Boston, Hartford & Erie Railroad Company, though made up of distinct corporations, chartered by the legislatures of different States, had a capital stock which was a unit, and only one set of shareholders, who had an interest, by virtue of their ownership of shares of that stock, in all its property everywhere. In its organization and action, and the practical management of its property, it was one corporation, having one board of directors, though, in its relations to any State, it was a separate corporation, governed by the laws of that State as to its property therein. It, therefore, had a domicile in each State, and the corporators or shareholders could, in the absence of any statutory provision to the contrary, hold meetings and transact corporate business in any one State, so as to bind the corporation in respect to its property everywhere. There is a case, however, apparently to the contrary, where in respect to a company incorporated both in Ohio and in Indiana it was said: "The authority given. by the legislature of Indiana to the corporation created by that body, to own and manage property in Ohio, did not include in it the authority to the corporation to change its

1 Graham v. Boston, H. & E. R. Co., (1886) 118 U. S. 161, 168, 169, where Mr. Justice Blatchford, delivering the opinion of the court, continued: "Whether it be or be not true that proceedings of persons professing to act as corporators, when assembled without the bounds of the sovereignty granting the charter, are void, (Miller v. Ewer, 27 Me. 509) there is no principle which requires that the corporators of this consolidated corporation should meet in more than one of the States in which it has a domicile, in order to the validity of a corporate act." See also Covington &c. Bridge Co. v. Mayer, (1877) 31 Ohio St. 317.

2 Mr. Justice Blatchford in Graham v. Boston, H. & E. R. Co., (1886) 118 U. S. 161, 169, 170, citing Bridge Co.

v. Mayer, (1877) 31 Ohio St. 317, and Pierce on Railroads, 20. "The irregularity, if any, was one which the legislatures of the four States could rectify, as they did, because all of them, acting together for the one purpose, could have authorized in advance the holding of the meeting at New York." Graham v. Boston, H. & E. R. Co., (1886) 118 U. S. 161, 170, citing Grenada Co. v. Brogden, (1884) 112 U. S. 261; Anderson v. Santa Anna, (1885) 116 U. S. 356; Shaw v. Norfolk R. Co., 5 Gray, 162; Howe v. Freeman, 14 Gray, 566. Cf. Culbertson v. Wabash Navigation Co., 4 McLean, 544; Richardson v. Vermont &c. R. Co., 44 Vt. 613. Contra, Aspinwall v. Ohio &c. R. Co., (1863) 20 Ind. 492; s. c. 83 Am. Dec. 329.

domicile to that State. The authority given to the Indiana corporation, by the legislature of Ohio, to act in that State did not confer upon it, in the absence of authority from Indiana, the right to migrate to that State as an Indiana corporation.1

§ 288. Place of holding church meetings.-The meetings of church bodies held for business purposes, such, for example, as the election of trustees, should be convened at their usual place of meeting for religious worship.2 Holding a meeting in a private house at a considerable distance from the regular place of worship, has been held to be a fatal objection to the validity of its proceedings, even where access to the latter was hindered by those having control of the building.3 If the door be locked, and those having control of it refuse to surrender the key, the meeting should be held at the nearest practicable place, as for instance at the door of the meeting-house.*

§ 289. Place of directors' meetings. It would certainly be an extraordinary anomaly, if, while by the comity existing between the States a corporation is allowed to conduct its business beyond the borders of the incorporating State, it could disavow the acts of those whom it has appointed to conduct its business in the foreign State on the ground that the votes by which they were done were passed there. Accordingly, directors may hold meetings, have an office, make contracts and transact a part at least of the general business of the corporation in another State, unless prohibited by local legislation. But the directors, when so acting, are not the corporate body, but its mere agents. So long as its stockholders' meet

1 Aspinwall v. Ohio & M. R. Co., (1863) 20 Ind. 492; s. c. 83 Am. Dec. 329.

2 American Primitive Soc. v. Pilling, (1855) 24 N. J. 653, 661; Miller v. English, (1848) 21 N. J. 317.

3 American Primitive Soc. v. Pilling, (1855) 24 N. J. 653, 661.

4 American Primitive Soc. v. Pilling, (1855) 24 N. J. 653, 661; State v. Crowell, 9 N. J. 411.

5 Saltmarsh v. Spaulding, (1898) 147 Mass. 224, 229; Galveston Rail

road v. Cowdery, (1870) 11 Wall. 459, 476; Smith v. Alvord, (1872) 63 Barb. 415.

6 Smith v. Silver Valley Mining Co., (1885) 64 Md. 85; s. c. 54 Am. Rep. 760, citing Angell & Ames on Corporations, 104; Baltimore & O. R. Co. v. Glenn, 28 Md. 287; Ohio &c. R. Co. v. McPherson, (1864) 35 Mo. 13; s. c. 86 Am. Dec. 128; Wood Hydraulic &c. Co. v. King, (1872) 45 Ga. 34; Bellows v. Todd, (1874) 39 Iowa, 209, 217; Wright v. Bundy,

ings and the election of its officers and directors are held in the State of its origin, the company will not be deemed to have migrated to the State in which its business is carried on, for the purpose of holding its members personally liable as partners. Nor are the shares of a non-resident defendant in the stock of a foreign corporation deemed to be within the State for the purposes of an attachment suit, by reason of the fact that the president or other officers of the corporation are there engaged in corporate business. Indeed, a company may be organized under the laws of one State for the express purpose of doing business in another, if only its corporate organization be maintained and directed from the State of its origin. The powers of a company so organized and managed are determined by its charter and the laws of the incorporating State, while the manner of carrying out its powers and the form of

11 Ind. 398, 404; McCall v. Byram Manuf. Co., 6 Conn. 428; Armes v. Conant, (1864) 36 Vt. 744. Under the Colorado incorporation act, § 18, meetings of the directors may be held beyond the limits of the State, if provision therefor be made in the certificate of incorporation. Humphrey v. Mooney, (1881) 5 Colo. 282.

1 In Merrick v. Van Santvoord, (1866) 34 N. Y. 208, the corporation held its annual elections in Connecticut, and the court refused to consider it as having migrated by reason of its business being carried on in New York, and declined therefore to hold the defendant individually liable as a member of an absconding corporation.

and election of officers in the former State, provide also for directors' meetings for business in the latter State, the appointment of agents and the filling of vacancies in the board of directors there, a vote authorizing certain officers to mortgage land in the latter State may properly be taken by the directors in that State. For examples of charters of companies authorized to do business beyond the State, requiring only that their shareholders' meetings shall be held within the State, see N. Y. Laws of 1826, ch. 143, incorporating The United States Mexican Co.; N. Y. Laws of 1827, ch. 308. incorporating The New York South American Steamboat Association; N. Y. Laws of 1849, ch. 407,

2 Plimpton v. Bigelow, (1883) 93 incorporating The Panama Railroad N. Y. 592, 598.

3 Saltmarsh v. Spaulding, (1888) 147 Mass. 224, where it was held that if a corporation be organized for the purpose of doing business outside the State, and its contracts are made and business conducted in another State, and its by-laws, while providing for an annual meeting

Co. See also N. Y. Laws of 1828, ch. 211; of 1847, ch. 513; of 1848, ch. 396; of 1850, ch. 627; of 1864, ch. 758; of 1865, ch. 360, cited as illustrating the New York legislative construction of the rules of international comity, by Porter, J., in Merrick v. Van Santvoord, (1866) 34 N. Y. 208, 216.

its deeds and contracts are regulated by the laws of the State wherein its business is conducted.1

§ 290. Estoppel from pleading illegality of the place of meeting. While the meeting of members of a company out of the State granting them their charter is undoubtedly irregular and the proceedings of a meeting so held for the purpose of accepting a charter are wholly nugatory,2 yet, it does not lie in the mouth of members of a company already organized who have participated or acquiesced in the holding of meetings beyond the State, to object to the validity of proceedings there taken. While a dissenting shareholder may attack the proceedings as irregular and as in fraud of his rights, (unless by failure to take any action within the time prescribed by the Statute of Limitations, his remedy be barred), the irregularity is not to be taken advantage of either by the company, or by persons contracting with it. And a stockholder who has contracted with the company in its corporate name, paid his money to it as an existing, living thing in answer to its corporate demands, and from year to year has attended meetings of its stockholders and voted at elections

1 Mass. Pub. Stat. ch. 106, § 23, providing that a corporation shall not convey or mortgage its estate or give a lease thereof for more than a year unless authorized by a vote of the stockholders at a meeting called for the purpose," does not apply to foreign corporations; and accordingly where the directors of such a corporation have power to do so, they may at a meeting held in Massachusetts validly authorize their president and treasurer to execute a mortgage of the corporate property. "While they must comply in their forms of conveyance with those here required, they derive their authority to make them from the rules imposed upon them by the States where they were created." Saltmarsh v. Spaulding, (1888) 147 Mass. 224, 227.

2 Vide supra, § 287.

3" After the corporation had become full fledged, I see nothing in reason or in principle why the stockholders might.not as well elect directors as the directors a treasurer on the Missouri side of the line. The utmost that could be said under such circumstances is that the election was irregular." Ohio & M. R. Co. v. McPherson, (1864) 35 Mo. 13; s. c. 86 Am. Dec. 128, distinguishing Miller v. Ewer, (1847) 27 Me. 509; s. c. 46 Am. Dec. 619. A participating shareholder can not take advantage of an extra-State organization even. Camp v. Byrne, (1867) 41 Mo. 525.

4 Ormsby v. Vermont Copper &c. Co., (1874) 56 N. Y. 623.

5 Heath v. Silverthorn Lead &c. Co., (1875) 39 Wis. 146; Humphreys v. Mooney, (1881) 5 Colo. 282.

6 Humphreys v. Mooney, (1881) 5. Colo. 282.

upon questions which clearly implied the company's existence, ought to be estopped from denying what he has thus often and solemnly admitted. The directors of a corporation that has been duly organized, although they may have been elected at a meeting of stockholders held without the State, become directors de facto by accepting their offices and ordering a call for payment upon subscriptions to the capital stock; and their authority can not be questioned collaterally by a stockholder in an action against him for the call thus made, without showing a judgment of ouster against them in direct proceedings instituted by the State for that purpose. In an early case the Supreme Court of Maine refused to declare the proceedings of a meeting illegal and void on the ground that it was convened in New Hampshire where the members resided, the statute not prescribing that the meeting should be holden in the commonwealth.3

§ 291. Time of meeting. If the time of holding corporate meetings be not fixed in the charter or articles of association, it is within the province of the by-laws to prescribe the times at which they shall be holden. But if the time be not prescribed by the organic law of the company, it is for the directors to determine the date of meeting; and a court of equity will not ordinarily interfere with their discretion. Their discretion. in this regard is not, however, to be arbitrarily exercised to

1 Ohio & M. R. Co. v. McPherson, (1864) 35 Mo. 13; s. c. 86 Am. Dec. 128, 132, citing All Saints Church v. Lovett, 1 Hall, 191; John v. Farmers' & Mechanics' Bank, 2 Blackf. 367; s. c. 20 Am. Dec. 119; Chester Glass Co. v. Dewey, 16 Mass. 94; S. c. 8 Am. Dec. 128.

2 Ohio & M. R. Co. v. McPherson, (1864) 35 Mo. 13; s. c. 86 Am. Dec. 128; Humphreys v. Mooney, (1881) 5 Colo. 282.

that the first general meeting of the shareholders of the company shall be held within the time prescribed by the act of incorporation, or if no time be prescribed, within one month after the passing of the special act of incorporation, and the future general meetings shall be held at the prescribed periods, and if no periods be prescribed, in the months of February and August in each year, or at such other stated periods as shall be

3 Coop v. Lamb, (1835) 12 Me. 312, appointed for that purpose by an 314. order of a general meeting. 8 Vic. ch. 16, § 66.

4 Newling v. Francis, 3 Term Rep. 189; In re Long Island R. Co., 19 Wend. 37. It is enacted by the English Companies Clauses Act of 1845,

5 Cannon v. Trask, (1875) L. R. 20. Eq. 669, 675; Inderwick v. Snell, 2 Mac. & G. 216.