Meetings of the coporation. Notice
§ 573. Each shareholder has a right to have the corporate funds managed and applied in the manner prescribed the constitution of the corporation. It is his ration. right that the directors shall act regularly by a proper quorum : [1] that corporate meetings shall be summoned and shall act regularly, [2] and that he shall receive due notice of them. [3] "It is not only a plain dictate of reason but a general rule of law, that no power or function entrusted to a body consisting of a number of persons can be legally exercised without notice to all of the members composing such body." [4] The notice should specify the time and place of the meeting, the nature of the business to be transacted, and, if the constitution of the corporation contains provisions as to the manner of giving notice, they should be followed. [5]
§ 574. The time of the meeting should be stated with pre- cision, [6] and no business should be transacted before the time set, [7] nor after the meeting has apparently adjourned. [8] A meet- ing held at a different place from the one notified is irregular; [9]
and the notice should be reasonable in every respect, and,
- ↑ See § 184.
- ↑ See Langdon v. Patterson, 158 Pa. St. 476; Stow v. Wyse, 7 Conn. 214; Stevens v. Eden Meeting-house Soc'y, 12 Vt. (388. Compare Citizens 1 Ins. Co. v. Sortwell, 8 Allen, 217; Sargent o. Webster, 13 Mete. (Mass.) 497; Mutual Fire Ins. Co. v. Farquar, 86 Md. 668.
- ↑ The King v. Theodorick, 8 East, 543; see Shortz v. Unangst, 3 W. & S. (Pa.) 45; Commonwealth v. Cul- len, 13 Pa. St. 133.
- ↑ People v. Batchelor, 22 N. Y. 128, 134; see Rex v. Langhorn, 4 A. & E. 538; Reilley v. Oglebay, 25 W. Va. 36.
- ↑ Stockholders, etc., v. Louisville, etc., R. R. Co., 12 Bush (Ky.), 62; Johnston v. Jones, 23 N. J. Eq. 216; Stevens v. Eden Meeting-house Soc'y, 12 Vt. 688; People's Ins. Co. v. West- cott, 14 Gray, 440. " Provisions in statutes and by-laws requiring the election of directors to be bad on a specific day are regarded as direc- tory, and the election, if not held on a regular day, may be held at a later day, and the directors then chosen, if there be no other irregu- larity or infirmity in their title, will be directors de jure." Beardsley v. Johnson, 121 N. Y. 224, 228. Opin. of Ct. per Earl, J.
- ↑ San Buenaventura M'f'g Co. v. Vassault, 50 Cal. 534.
- ↑ People v. Albany, etc., R. R. Co., 55 Barb. 344.
- ↑ State v. Bonnell, 35 Ohio St. 10; see South School Dist. v. Blakeslee, 13 Conn. 227; compare Hardenburgh i Farmers', etc., Bank, 2 Green (3 N. J. Eq.), 68.
- ↑ Miller v. English, 21 N. J. L. 317; Den v. Pilling, 24 N. J. L. 653; com- pare McDaniels v. Flower Brook M. Co., 22 Vt. 274; Corbett V. Wood-
failure of consideration. Coving- ton, etc., Bridge Co. v. Sargent, 1 Cin. Sup. Ct. (Ohio) 354.
