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All stockholders' meetings must be held within the State of Illinois. (Harding v. Amer. Glucose Co., 182 Ill. 551 (623-4).

If a special meeting is to consider any special matter such purpose should be stated in the call.

"A convenient order of business may be provided by by-law, but it should be made directory and not mandatory. The following is suggested: (1) Selection of chairman and secretary; (2) proof of notice of meeting; (3) calling of the roll; (4) reading and disposal of previously unapproved minutes; (5) reports of officers and committees; (6) election of directors; (7) unfinished business; (8) new business ; (9) adjournment. The secretary should have the Transfer Book or Stock Record book at the stockholders' meeting so as to be able to determine who has the right to vote, should any question occur. The right belongs to stockholders of record. Common stockholders have a vote for each share of stock, and preferred shareholders will have the same right unless it has been provided that the preferred stock shall be non-voting. Voting will be conducted according to the by-laws or rules of order adopted. When a shareholder cannot be present at a meeting he has the right to be represented by proxy; that is, he delivers to an agent or attorney a written, signed and witnessed power of attorney, which is evidence that such agent or attorney may represent the shareholder according to the terms of the instrument. (Form No. —-) In order to better insure a quorum at an important meeting blank proxies are sometimes included in the envelope with the notice of the meeting. A proxy may be revoked at any time by the maker, and where they are not limited by statute they may be issued to cover any period of time or any particular meetings. Proxies expire with their time limit or with the adjournment (sine die) of the meeting for which they were issued; but they hold over for an adjourned (postponed) meeting, when given for the meeting of which it is a part. Proxies may be made in the name of any person whom the maker desires to represent him. Proxies are frequently signed and witnessed without including

the name of the proxy (the agent or attorney), and are thus sent to the secretary in blank. At the meeting the secretary fills in the name of any person present. This insures representation by proxy. When proxies attend a meeting they present their credentials to the secretary and vote in all respects as original shareholders."

22. Stockholders' meeting-By call of two-thirds.) § 22. The stockholders of any stock corporation owning two-thirds of the stock in such corporation, upon which all assessments have been fully paid up, may call a meeting of the stockholders of such corporation, by signing a call therefor, with their proper names, stating the number of shares held by each, and filing the same with the president or secretary of such corporation, and publishing the same in a newspaper in this State where the principal office of such corporation is kept, and at the seat of government, for three successive weeks prior to the time fixed for holding such meeting, and mailing a copy thereof to each of the directors of said corporation at his usual place of abode. And the secretary of such corporation shall enter such call upon the records thereof, and the fact of such publication, and mailing such notice, giving the name of such paper, with the dates and places of publication, which shall be prima facie evidence thereof. (Chapter 32 Hurd.)

49c. Special meeting—How called and conducted.) § 51. Such special meeting shall be called by delivering personally or depositing in the postoffice at least thirty days before the time fixed for such meeting a notice properly addressed to each stockholder, signed by a majority of said directors or managers, stating the time, place and object of said meeting, and a general notice of the time, place and object of such meeting shall also be published for three successive weeks in some newspaper published in the county wherein the principal office of said corporation is located. (Chapter 32 Hurd.)

Regular meetings of officers–Outside State void.) § 20. The by-laws of every corporation shall provide for the calling of meetings of the directors, trustees and other officers corresponding to trustees; and when all such officers shall be present at any meeting, however called or notified, or shall sign a written consent thereto on the record of such meeting, the acts of such meeting shall be as valid as if legally called and notified: Provided, That the action of any meeting held beyond the limits of this State shall be void, unless such meeting was authorized or its acts ratified by a vote of two-thirds of

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the directors, trustees or officers corresponding to trustees, at a regular meeting. (Chapter 32 Hurd.)

Directors' meetings—General.—The by-laws of every corporation organized under the Corporation Act must provide for the time of holding directors' meetings. The usual method is for the secretary, at least ten days before the time named in the by-laws, to mail a notice to each director stating the time and place of the meeting. (For form see Form No. —.) The secretary should make an affidavit that he has mailed the notices, which affidavit he should file and have present at the meeting. (For affidavit see Form No. —.)

Meetings may be held without such notice being sent to directors, if all the directors appear at the meeting on notification by 'phone or otherwise and sign a written consent or waiver to hold the meeting. (For waiver see Form No. —-) The secretary should file the waiver and copy it into the Minute Book in connection with the minutes of the meeting.

The president of the company presides and the secretary acts as secretary of the meeting, unless the board select their own chairman and secretary. If the by-laws direct as to who should preside they should be followed.

A quorum to do business is usually a majority of the whole number of directors, unless the by-laws provide otherwise.

Voting is by the directors as individuals, not by stock owned. A majority vote carries any motion or resolution.

Proxies cannot be used at a directors' meeting, but each director must vote personally, the responsibility being imposed upon him because of his individual ability.

The order of business is substantially the same for all directors' meetings :

Calling roll of those present.
Reading minutes of last meeting.
Reports of committees and officers.
Unfinished business.
New business.
Election of officers of the company.

For powers of directors see Officers, Board of Directors.

Special directors' meetings.-Such meetings are sometimes necessary and may be called by the president or by a certain number of directors and should be provided for in the by-laws. If called by the president, he should make out a call and file same with the secretary. (For form see Form No. —-) The secretary then mails notice to each director at his last known address; such notice giving the time, place and object of the meeting. (For notice see Form No. —.) Only purposes stated in the notice can be considered at a special meeting.

It is advisable to have all directors present sign a waiver of notice of the meeting and to mail a waiver to each director with the notice of meeting. (For waiver see Form No. —.) If waivers are secured notice is unnecessary.



General rules as to.

Mandamus is a proper remedy to compel a corporation to perform a duty it owes to the general public by virtue of its franchise, but not to enforce a duty to make a report to the municipality, which does not concern the general public. The distinction is discussed.

City of Chicago v. Chicago Tel. Co., 230 III. 157. Mandamus will not issue to compel a public official to do what he would be liable in damages, for doing.

People v. Blocki, 203 Ill. 363. Electric light, heat and power corporation may be compelled by mandamus to connect its wires to furnish light to a wouldbe customer at the same rate charged others, and under the same conditions.

Snell v. Clinton E. L. H. & P. Co., 196 Ill. 626. Mandamus does not lie to compel a telegraph company to place a telephone in its office, although it has allowed another telephone company that privilege.

People v. W. U. T. Co., 166 III. 15. Demurrer to petition for mandamus by stockholder-examination of books-held good.

Stone v. Kellogg, 165 Ill. 192 (206). Mandamus lies at suit of a stockholder to compel corporate officers to allow the complainant to examine the corporate books.

Coquard v. Nat. Linseed Oil Co., 171 111. 480.
Stone v. Kellogg, 165 III. 192 (203).

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