Lancaster daily intelligencer. [volume] (Lancaster, Pa.) 1864-1928, 1881-05-25
x.ssstcasler fntelIiQencer.
WEDNESDAY EVENING, NAY 25, 1887
PHILADELPHIA & READING R. R.
THE SUPREME COURT DECIDES IN
BONDS FAVOR.

Justices Sherwood, Sesrrott and Turnkey
ss"s o1 Fem sSe a:;o1ss sss :Ss Fs'e @
nority 0p,nion-F.il Text
Opinion.
Tho supreme court on Monday filed an
opinion affirming tho decision of the court
below in the Reading railroad case. The
opinion is signed by Justices Mercur,
Paxson, Gordon and Green. Chief JUS
ticc Sharswood and Justices Sterrett and
Turnkey filed a dissenting opinion. The
opinions are as follows
Majority Opinion.
After reciting the sections in the charter
of the company relating to the election of
officers, Judge Mercur, who delivered the
opinion of the majority, says : The fourth
section fixes a time for the annual election
of all officers of the company, and espe-
cially declares they shall he chosen by
majority of tho votes present. Tho fifth
section recognizes the fact that for some
accidental cause an election might not be
made on the day named, therefore the
stockholders might neglect to meet, or if
they met, fail to elect. If for either of
these reasons, or for any other cause, an
election was not then made, this sec
ton was designed to guard against
injurious consequences flowing there
from, and to give stockholders an early
opportunity to elect officers. Hence
it authorized an election to be held on ten
days notice, signed by either tho president
or secretary. 1t does not specify the num-
ber or proportion of votes necessary to
elect or the qualifications of voters, nor
the time the proxies shall have been eX-
ecuted as all these had been distinctly
stated in the proceeding section, it would
have been useless repetition. It cannot
with any plausibility be assumed that it
would require more votes to elect them
than on a previous day, nor docs it repeat
by whom the time for this election shall
he fixed. The previous section author
izde the stockholders to meet cat such
other time" after the day named for the
annual election as they might, he summon
ed by the managers in such manner and
form as shall be prescribed by the bylaws.
1t does not appear that any bylaw was
adopted especially applicable thereto !;
but the first bylaw provides that the place
of meeting of the company shall be 1T the
company's office in Philadelphia, unless
specially convened elsewhere by the mana
SCIS uC uCCldICS GllsSJ OuC
board of managers shall have all the power
and authority granted by law to the CON-
pany except in such matters as
bylaws. No bylaw takes from
the managers any right to fix the
time for the election specified in the fifth
section. 1t must bc conceded that all the
Stockholders of the company assembled
together would have had an undoubted
right to fix the time and place for this
election. 1t must therefore follow that this
by law, together with the special power
given 10y the fourth section and the general
powers of the managers, fully authorized
them t. call this meeting on the cOntin.
gency mentioned III the fifth section. No
election of officers was made on the sec
ond Monday Of January, 1881, nor was
any meeting of the stockholders then held.
The election of officers was made on the
fourteenth of March by majority of the
votes of the Stockholders assembled in
pursuance of 4 resolution of the board
Of managers, Of which notice, signed 10y
the secretary, was given. II is contendcd by
the appellants that the fifth section ap
plies only in case Il meeting was held on
the day specified i'm the charter, and to a
failure tO perfect an election then that
Ohc or more, but not all the officers must
have been elected. This construction is
claimed to bc shown by the fact that in a
part Of the section the names OF the Off
GERS Eot elected and to he elected are
stated diSjunctively. This narrow inter-
probation ignores another part of the sec
ton which states conjunctively all the
officers of the preceding year and that
they snail continue to act until this cleo
tion shall take place As then all the Off
GERS of the corporations may hold over
until IN election shall be made, it follows
that this section may he called into exer-
else and take effect il no one of the officers
has been chosen. The better view, now
ever, is to look 1T the purpose of the Sec
ton. Its manifest intent is to provide a
remedy in case of 4 failure to elect any or
all of the officers ut any time or from any
cause, no matter how it may have happen
ed and whether or not 4 meeting has pre-
viously been held. The curative power of
the section is rs broad as the existing
defect. 1t is intended to furnish full
remedy.
1t is further argued that section five
must not be considered in connection with
section four, bat be deemed an adjunct to
section twenty one, and therefore an elcc-
ton on the foul teenth of March could be
held under the latter section only. This
seems to us u faYccd and unnatural con-
Structian of the statutes. The fourth and
fifth section relate to the same subject
matter. That is, the election of officers.
The ono fixes 4 time for the regular annual
clectiOn--thc other authorizes the designa-
tiOn of 4 later day in case OF failure to
elect Oil the former. Section twenty -one
makes no provision in regard to an cleo
tiOn at any time or under any circum-
stances, nor any reference thereto. 1t ap-
pears to relate only to the general business
of the company. A meeting under it can
only he called by order of the president
and managers or by the president at the
request of the stockholders representing
oilc-fourth the amount Of the capital stock
OH twenty days notice. Section five re-
quires only ten days notice to be signed by
either president or secretary, and does
not require that any specific proportion of
the stockholders shall unite in requesting
the meeting to he called. Section twenty
one declares no business shall be transacted
other than that for which the meeting was
called, nor unless majority in value
of the stockholders shall attend in person
or by proxy. Both the former sections
which do provide for the election Of Off
GERS intend that all tho powers thereby
given may be exercised by majority of
the voters present. In the exposition of
statute the intention Of the lawmakers is
to be dcduccd from the whole and cycry
part of the statute taken and examined
together. So considered, We cannot see
that the conclusion at wl,icl, xyc havo or.