Page:North Dakota Reports (vol. 1).pdf/475

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IN RE ARGUS PRINTING CO.
451

ly before the election Faulkner transferred to B. F. Spaulding ten of the 556 shares held by him, and on the day of election Spaulding demanded a transfer on the books. This request was refused. We do not think that he was eligible to the office of director. He did not appear to be a stockholder upon the books of the corporation. If he was entitled to have his transfer recorded, the corporation would be liable for its refusal, and he could recover the full value of his stock. 1 Mor. Priv. Corp. § 217 and cases cited. Or he might compel a transfer by an application to a court of equity. Id § 220, and cases cited. But until such transfer is made he is not, under our statute, a stockholder in his relations with the corporation. _ Our statute in express terms declares, as we have already seen, that a transfer of stock, not entered upon the corporate books, shall not be valid for any purpose, except as between the parties. § 2915, Comp. Laws. If it is effectual to qualify the transferee for the office of director, it is valid for a very important purpose. We may not disregard the imperative provision of this law, nor can we shut our eyes to its very obvious policy. It would be as unfortuuate, and as fruitful of confusion and litigation, to have the eligibilty of a person for the office of director left in doubt at a stockholders’ meeting to elect directors, as to have left in uncertainty the qualification of a person to vote as a stockholder for a director at that meeting. Under a statute couched in the same language, it has been held that the assignor of stock not transferred on the coporate books, and not the assignee thereof, has the right to vote the stock at a meeting to elect directors. People v. Robinson, 64 Cal. 373, 1 Pac. Rep. 156; State v. Pettineli, 10 Nev. 141. See also, 1 Mor. Priv. Corp. § 483; State v. Ferris, 42 Conn. 560. The decisions in New Jersey and Oregon (44 N. J. Law, 529, 14 Pac. Rep. 814) are not of controlling force here, because dur statute, by both its terms and its manifest spirit, compels the adoption of a different doctrine. A person who desires to be recognized as a stockholder, for the purpose of voting, of being a director, of suing for dividends, must secure such a standing by recording his transfer on the corporate books. Nor will the assignee be without remedy. The law affords him the two remedies referred to against the corporation for an unwar-