Page:North Dakota Reports (vol. 1).pdf/470

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446
NORTH DAKOTA REPORTS.

tion, in the absence of statutory permission, has any right to vote its own stock. Such stock having no vote, the colorable transfer of it upon the books will not give the person in whose name it stands authority to vote it. See ex parte Holmes, 5 Cow. 426; Frog Co. v. Havan, 101 Mass. 398. But there is a marked difference between such a case and the case of a pledgee who in good faith holds the legal title to the stock. The rights of the pledgor are in equity. He may, in a proper case, compel the pledgee to give him a proxy by a bill in equity. Scholfield v. Bank, 2 Cranch, 115; Vowell v. Thompson, 3 Cranch, 428; McHenry v. Jewett, 90 N. Y. 58; Hoppin v. Buffum, 9 R. J. 513. The fact that such suits have been instituted indicates the necesity for them. A pledgor who has a legal right to vote stock, notwithstanding it has been transferred on the corporate books, need not resort to equity for a proxy. Said the court in the last case cited: “If the real owner wishes to have his name, or the true state of facts, appear on the books, he has his remedy in equity to compel a proper transfer, or to compel the pledgee to give a proxy, as was done in the case of Vowell v. Thompson, 3 Cranch, C. C. 428.” The pledgee sustains a relation to the corporation. Thisis determined by the record. In dealings with the corporation, his status as a stockholder is fixed by the books. “As between a corporator and the corporation the records of the corporation or its stock-book, as it is called, is the evidence of their relation. Meetings of the stockholders, elections, and dividends, etc., are regulated by this record.” Bank of Commerce’s Appeal, 73 Pa. St. 59. If the equities and contract relations between different persons, claiming the right to vote the same stock, are to be considered in determining the question of the right to vote, few elections would be certain, and the courts would often be called upon to investigate a multitude of collateral issues in determining who had been elected directors, or whether any other business transacted at a stockholders’ meeting had the support of the requisite amount of stock. Said the court in Hoppin v. Buffum, 9 R. I. 513: “Upon any other rule, it could never be known who were entitled to vote until the courts had decided the dispute. The ccrporation or its of-