The times. [volume] (Richmond, Va.) 1890-1903, 1894-12-29

the days appointed by the charter. statute
or usage. or bylaws for the transaction
OF particular business. and hence no no
tice Of such meeting for the transaction
Of such business IS necessary. or TOT lhe
transaction Of the mere ordinary aHa'rs
OF the corporation on such days, YET II
il is intended 20 proceed 20 any other act
OF Importance. a notice IS necessary the
Same as al any other time
And stu further in section pa (section
2S6l the author adds:
"tf the meeting he spe al one. the
general rule Is. unless modified by the
charter or statute. that notice Is neces-
sarv. and must be personally served. II
practicable. upon every member entitled
10 he present. so that each one may be
afforded an opportunity to participate and
vote
TLECTISG OPFICTKs.
Again, the learned author proceeds IN
section 2)2 as follows: 1T is not neccs-
sary 10 state what business IS 10 be done
when the meeting relates TO the ordinary
affairs of he corporation. but when the
purpose of clecting or removing officers.
passing ordinances and the like, the fact
should be stated. 80 that the members
may know that something more than the
routine business will be transacted. Such
Great importance b. attached 10 notice
that 1t can Doe only waived by universal
consent II every member OF select hody
be present AT a stated meeting. or at
special meeting they may, if every one
consents. but not otherwise, transact any
business. ordinary or extraordinary,
though no notice was given. or an IN
sufficient notice. but the unauim.ty OF
consent should plainly appear from Their
recorded declaration. acts and conduct
Section 3p Of New Edition.
In MorIwctZ on Corporations. sec
ton iy. the general rule and IT'S eX-
oaptiou are A. once clearly stated: 1T is
unnecessary 20 notify the shareholders Of
the particular business to he brought be
fore a regular meeting unless ID be Of
great Importance and of an extraordinary
character" And To tha same effect are
Angel and Ames on Corporations, sec
lions $50. 400. 4ql. i92, 494 To all which
may Doe added what is said page 40 in
the learned work Of Green's Brices IT.
ira Wires. ae 90 The powers and liabilities
o. corporations:
I'm regard to the distinction between
ordinary and extraordinary meetings, it
is to bc observed that these terms are
used at different times with different
meanings. Sometimes the distinction has
regard 10 the time or place. and al other
times 10 the business to be transacted.
This Is also true AS TO the terms general
and special or stated and special meet
iugs. II is evident that "a meeting may
bee ordinary .n one sense particular and
extraordinary in another The general
rule Us. that in whatever respects the
meeting is extraordinary as TO that notice
must be given, although as 20 other par
tcuars. ordinary in their character. no
notice is required. Thus meeting which
Is regular or ordinary as regards time
but extraordinary I'm the businesses to be
done requires a special notice Of its OBJ
jcct.'
THrIG PROCEDURE.
IIore +. a corporate body composed OF
the definite number Of thirty-five mem
hers commonly called a select body. III
,optradistiuctiou 20 a body composed OF
an indefinite number of members. Al an
annual stated meeting in June last Win
out previous notice 10 any Of its mem
bcrs il undertook. not only TO recreate
an important office. which had been
stricken out Of its charter at its own re-
quest. but 10 maugurate measures Tor the
election OF an incumbent by the appoint
ment Of "a committee of nomination, ana
AN this on the second day of the meeting.
when many members had gone 10 their
homes under an assurance derived from
the secretary. who. of all men, ought 10
have been best informed. that he knew OF
no business OF special importance mat re-
mained to bc transacted. 10 Is Impossible
TO suppose that the residue Tho then took
the action in question. 50 extraordinary
alike I'm character ard i'm its Importance
intended TO take their absent fellow
members by surprise. but that such was
the natural effect Of their conduct can
not be doubted. Nor can n h" doubted
that every one of those absent members
had an absolute legal right 10 hc notified
before the meeting was held that such
extraordinary husiu. 81 vas intended Ia De
transacted, nor that. had all of the mem
bcrs been present when IL was proposed.
such business could not have been valid
ly transacted without their unanimous
consent. The truth i~, that a great and
fatal mistake was made. which could not
he redeemed by the good futh with which
il was done Nor could il be allowed 10y
subsequent notice if any was given,
that a called meeting could be held for
the purpose Of acting upon the nomina-
ton of the committee appointed for the
purpose The Office OF president had,
then. been Illegally created, and could
not be legally filled. Moreover as the
nominee of the committee, whoever he
might be- could stand the first and best
chance ot being elected, the members VINO
were absent when the whole action was
taken had as much right TO have a voice
in the selection of the committee as they
had i'm the creation of the Office. They
could not have gone 10 the called meet
ing upon equal terms with their fellows.
who. for auEht that was known. might
have picked and packed the committee
for the purpose OF bringing in a particu-
lar nomination. Such things are constant
ly being done in bodies of as high re-
Spectability as the trustees Of Richmond
H.lI4 ~ tD
smart than wrong.
WHAT NOW:
what, then, COW should be done The
newspapers state every day tnat the
faculty. the students and the trustees are
an at loggerhcads. and that ;hc muddle
IS growing worse every hour. Some say
an Investigation ought 20 be had. In
yestigate what If there be any truth
la the foregoing views. the whole business
of creating and tIlhng the office OF presi-
dent WAS nulnty alb oCo. II there hc
even "a rational doubt upon the subject. II
Is better 10 remove IL than that IL should
throw cloud for an indefinite time on
the Legality of every official act OF the
president-elect. and while the proposed
investigation could not obliterdtc the past.
II would most probably aEgrayate the fu-
urc and leave matters perhaps ia "a
worse condition than when It was begun.
There are occasions in LIE when tie least
said IS the soonest mended. and when the
part of wisdom and propriety is forget
tulness and oblivion II an earnest
friend OF higher education and a sincere
vel wi sher Of tbs excellent institution
might. without Obtrusion. offer a sug-
gestion II would be that a called meeting
OF the trustees at once be had, after due
notice of its object served upon, or ac-
kuowledced by all OF the trustees. for