Lancaster daily intelligencer. [volume] (Lancaster, Pa.) 1864-1928, 1881-05-25

a charter provides ths mode Of doing q
thing and names the person who shall do
it, that settled rules prohibit an interp,e.
tatiOn that it may he done in different
way By other persons. If no assembly
shall have been held OH the charter day no
power is given in sections four and five to
the stockholder or any Office or officers of
the company to call meeting on another
day.
In my opinion this part of section five
referred to has reference only TO failure
to elect when the annual meeting is held.
It is said that such a construction ne
cessitates the reading into the section Of
words not only not written there, but
which, if written in, would render the
section unavailing in the very case most
likely to be needed, but the construction
which has been adopted necessitates that
kind of reading and also the giving of
powers to president or secretary which are
withheld by the charter powers expressly
given to certain officers subject to condi-
t;ons by section twenty-one. This clause
referred to in section five is availing when
ever tho annual meeting is unable to finish
its business on the day appointed, and rs
it appears to mo was not intended to avail
when that meeting is not held. If not held
a given number Of stockholders may COM
pei the calling of a special meeting or a
special meeting may be called by the
president and managers, and in that pro-
vision is secured to the stockholders the
right to elect officers True, at such meet
ing minority can neither elect officers
nor repeal bylaws and enact others yet,
a majority may do and perform any cor
porate act for which the meeting was
called. When so full provision is made,
there is little danger of officers perpetual
ing their power against the will Of ma
.jority of the stockholders. 1t is doubtless
the intention of the charter to conserve
the stockholders rights against selfish
officers or scheming minority. To that
end, power is vested in the president and
managers to call a special meeting when
ever they deem it expedicnt, in One-fourtli
the stockholders to force call, and a safe
guard over such meeting protects the in
forests of all in providing that no business
except that named in the call, shall be
transacted, nor unless q majority be pres
cnt in person or by proxy.
The resolutions of the managers, and the
notice signed by the secretary, evidence a
call for the special meeting on March IA,
1881. Under the twenty first section, had
majority desired to elect new officers, oi
to formally rc.clcct the incumbents, moth
ing stood in the way, but if the majority
were satisfied, and for that reason did not
attend, the minority of stockholders was
rs harmless rs il actually out-vOted. As
view the charter and bylaws, am i'm
PEELED to the conclusion that there is as
little reason for declaring those persons
voted for by the minority duly elected off.
GERS as would bc, had there been I majority
Of lawful votes cast against them.
This charter contains full provisions re-
specting the officers and their election, as
we'll rs those relating to the rights and
powers Of the stockholders, and its terms
are controlling. 1t declares that the cor
pOrations shall not be dissolved on failure
to elect officers OH the charter day, and
that the officers of the preceding year shall
continue to act until IN election shall take
place. The officers shall continue in Office
for one year and until others arc chosen.
There is 10 impending danger OF dissolu
ton Of the corporation for want Of officers
If the election of March II, 1891, was
void, and no forced constitutions arc ne
ccssary to avoid such catastrophe, the stat
utcs and adjudications made for or in cases
where the charters fail to provide against
the consequence of neglect to elect officers
are inapplicable. The parties agree that
the only question for consideration of this
court is whether the election of March, II,
1891, was held under the twenty FIRST sec
ton Of the company's charter, and there.
fore is valid unless mi jority value OF the
stockholders attended. I have indicated
some reasons for my conviction that the
Stockholders, or such OF them rs may
choose to assemble, cannot be prevented
from holding their annual meeting Oh the
day and ut the place named in the charter
and bylaws, by the sccret,ry's ne.
giect to give the previous notice
notice, III the places fixed by the
bylaws. That having then and there
convened, if for any causes they cannot
lawfully proceed with the business, they
may adjourn to day certain, and have
process of the courts to compel the officers
t9 do the thing prescribed for the holding
of said meeting that the secretary has Eo
power 10 call u meeting under any circum-
stances that the president and managers
have no such power except Us provided by
said tweEty-tirst section, and that the spa-
cial meeting for said election was called
and held under that section. l am not
persuaded that the meeting called by the
president and managers under the very
terms of the twenty-first section was il,
fact an annual meeting held under the
fourth and fifth sections.
With great respect for the Judgment of
the court below aud OF the majority of this
court, ana sensible that the final decree
settles that am altogether mistaken. yet
to me it seems that the provisions of the
charter touching the questions ut issue arc
turned upside down, and therefore l DIS
sent.