purpose of giving Hill control of the corporation, adds nothing to his legal rights, but it would be an important element in the case were Edwards here invoking equity to compel Hill to give him a proxy. The latter could use it as a defense to an application for such relief. If, however, as is contended by Mr. Edwards, Hill agreed to leave him in control of the corporation, a resort to equity to compel the giving of a proxy would be his proper remedy. Such issues cannot be tried at every election, nor is it the policy of the law that they should be. It would, indeed be a startling doctrine that the legality of business transacted at stockholders’ meetings should be subject to the ultimate decision of complicated questions arising between different claimants of the same stock. If Faulkner voted this stock at the meeting, it is our duty, under the statute, to declare the other set of directors elected. Ea parte Desdoity, 1 Wend. 98; in re Barker, 6 Wend. 509; in re Election of Directors of Steamboat Co., 44 N. J. Law, 529; in re Cape May & D. B.N. Co., (N. J.) 16 Atl. Rep. 191. Before discussing this, however, we should dispose of a further question relating to the qualification of Faulkner to vote this stock.
The statute declares that a stockholder must be a bona fide stockholder to entitle him to vote. This phrase “bona fide,” in this connection, is used in contradistinction to “bad faith.” In re-election of directors of St. Lawrence Steamboat Co., 44 N. J. Law 529, the statute required a person to be a bona fide stockholder to be eligible to the office of director. The court said, in construing this statute: “A stockholder may have purchased stock with a view of becoming a director, or have obtained it by gift, or he may hold it upon a trust, and be qualified to be a director. If the stock was legally issued, and was not the property of the corporation, and the legal title is in him, he is prima facie capable of being a director, and his right to be a director,’ in virtue of his legal title to such stock, can be impeached only by showing that title was put in him colorably, with a view to qualify him to be a director for some dishonest purpose, in furtherance of some fraudulent scheme touching the organization or control of the company, or to carry into effect some fraudulent arrangement with the company.” But we do not think that
