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

thereto" The illogical and mischievous
consequences Of such a construction are
too manifest to need argument. Tho
answer of tho appellants frankly and dis
tinctively admits that Mr.. Gowen, who.
they believe, held the proxies of majority
in value of the stockholders of the COM
pany remained away from the meeting on
the fourteenth of March with the view and
for the purpose of preventing change in
the management of the company. To
give the effect intended by such action
from such motives would be pervcrsion
of the whole spirit of the act, and unjustly
prevents other stockholders from voting to
change the officers of the company. Those
who voluntarily absent themselves from
meeting duly called for an election must
recognize the validity of the election regu-
larly made by those who do attend. Such
absentees present no ground for relief
from their misfOrtuncs or their folly. Tho
learned judge was therefore clearly right
in holding the election held on tho four
teenth of March to bc valid. The decree
is affirmed and appeal dismissed ut the cost
Of the appellants.
Minority Opinion.
Gowcn and others, appellants, vs.. Nc
Calmont and others, appellees. Appeal
from the decree of the common pleas No.
2, of Philadelphia
Turnkey, j., dissenting.
The charter of tho Philadelphia Il Read
ing railroad company in section three pro-
vides for the organization of the company
and tho election of a president, six mana
gers, treasurer, secretary and such other
officers as shall be deemed necessary, who
shall servo until the second Monday of
os,1
shall be chosen.
Section four provides " that the stock
holders shall meet Oh the second Monday
in January OF every year at such places rs
may be fixed upon by the laws and
choose by the majority of votes present
officers for the ensuing year : who
shall continue in Office for one year and
until others are chosen, and ut such other
times as they may be summoned by the
managers in such manner and form rs
shall be prescribed by the bylaws, 1T
which annual or special meeting they shall
have full power and authority to make,
alter or repeal by majority of the votes
in tho manner aforesaid all such bylaws.
rules, orders and regulations as aforesaid,
and to do and perform every other corpor
ate act"
ducting the election, and contain the
clause: "And lift shall at any time hap
pen that All election of president. mana
gers, treasurer or other officer shall not he
made, the corporation shall not from that
cause be dissolved, but it shall be lawful
| to hold and name SUCH election Of presi-
dent, managers, treasurer or other officers
on any day thereafter, by giving at least
| ten days notice, signed 10y the president
Or secretary, in tho newspapers before
| mentioned, of the time and place Of hold
ing the said election
Section twenty one provides g that spc-
cia! meetings of the stockholders may DC
called by order of the president and maI-
| ayers, Or by order of the president, at the
| request of the stockholders holding one
| fourth Of the capital stock, in like notice
rs that required for annual meetings,
specifying, moreover, the object Of the
meeting, but no business shall be trans
acted at such meeting except that for
which it shall have been called, nor unless
:, majority in value OF the stockholders
shall attend in person Or by proxy.
| Numerous sections OF the charter and
Of the by laws relate to the duties and
powers OF the president and managers.
but nowhere arc they clothed with author
| ity to call aJmecting Of the Stockholders,
| except in the twenty first section aforesaid.
The provision in that section is ample for
| all occasions when the stockholders should
be convened. One fourth of them in value
| may request the president to call Il meet
| ing, which request is equivalent to Il COM
mand but whether called by him at such
| request or by the president and managers
| Of their own will. not less than 4 nia jority,
~, IL,
! business at such meeting. This safe ,ule
| of action is in the charter, and has all
| along been satisfactory to the stockholders.
They have not passed 4 by-l law under the
fourth section SO rs to authorize tho mail-
ayers to call special meetings as therein
provided, which could do and perform any
corporate act, though but Il small portion
of the stockholders in number and value
should be present. Where the charter
expresses when and how special meetings
Of the stockholders shall and may DC called
by the officers, there il; no implication that
| the officers may convene them in any other
way than is expressed.
The fourth section fixes the annual
meeting of the stockholders, their powers
and the number and lualificai ions of
voters. Section five directs the manner Of
conducting the election OF officers and
provides that if it shall happen at any
time that All election of tire officers or any
of them shall not bc made it shall be law
full to hold such election on any day there
after ty giving at least ten days notice.
The language of this section coItemplates
that al adjournment may bc necessary. 1t
implies that the body which adjourns shall
name the time. This assembly, having
the electoral, legislative and all other cor
poratc powers at the annual meeting, is
the sole judge Of the necessity for an adj
jOurnment and the adjourned meeting is a
continuation Of the annual. There cannot
he two annual meetings. In all cases of
meetings of the stockholders the charter
directs at least twenty days previous no
tice except in this, where ten days notice
is good rs respects present or absent stock
holders. The annual meeting is not
called by any ono it is provided in the
charter, and, by giving 4 short notice, may
hold an adjourned meeting. The sccrc-
tary is required to publish the prescribed
notice preceding the annual meeting, aud
the president and secretary shall sign the
notice directed in the fifth section. Then
tho words and tho context, l think, aro
clear that the assembly, on failure to elect
officers or finish its other business, NAV
adjourn to day. Certainly the charter
does not contemplate the neglect of the
stockholders to hold the meeting on the
second Monday of January in every year.
That meeting is deemed as certain to take
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