after a meeting is organized, the majority shall not withdraw from it, and organize another meeting, at which the minority must appear or lose their rights. Once concede the right, and there is no limit to the number of wrecked meetings which may, at the caprice of a majority, precede the transaction of any business.
Suppose the vote of two-thirds of the stock voted is required to carry a measure under the law or the by-laws of the corporation. Stockholders having more than, one-third of the stock present can vote it down. Can a majority, constituting less than two-thirds, withdraw from an organized meeting, and thus compel the minority to follow them, or lose their right to defeat the measure? We believe it would be unwise, and unjust as well, to sanction such a rule. It is not essential to the protection of the majority who have the right to vote at the meeting as organized. On the other hand, the contrary rule is necessary for the protection of the minority. It is true that mere irregularities in conducting a meeting will not vitiate an election, but when a meeting is once organized it is not a mere irregularity to withdraw from it and start a new one. The persons voted for at the second meeting cannot be adjudged to have been elected directors, without deciding both that the second meeting was valid and that the first was illegal. ‘The acts of a majority are not binding upon the company, unless the proceedings are con- ducted regularly, and in accordance with general usage, or in the manner prescribed by the charter and by-laws of the company.” 1 Mor. Priv. Corp. § 487, and cases. See in re Long Island R. Co. 19 Wend. 37. To elect directors, they must receive the vote of a majority of the subscribed capital stock. § 2925 Comp. Laws. This is fatal to the election of the persons voted for at the legal meeting. Only twelve shares were lawfully voted at that meeting. It was therefore error to dismiss the petition. Itwas the duty of the court, under the statute, to set aside the old, and order a new, election. In re Long Island R. Co.,19 Wend. 37; § 2932, Comp. Laws.
There remains to be considered the qualification of one of the directors voted for at the pretended meeting by Faulkner. To be a director one must be a holder of stock. § 2926,id. Short-
