Morning appeal. [volume] (Carson City, Nev.) 1877-1906, 1897-06-08
Continued from First P4ce)

hnd that the stock SO presented has no,
been issued in ac' ordaEcc with The law O
1850, also that the proxies of &. $50 shares
are not in conformity with that law. and
as there is not a quorum of hona fde
stockholders present, I now announce
TINS meeting now stands a%djourned.n r
X. Grayson then appealed from the decis-
on of the chair of which the President
took no notice. r. r. Grayson then NOV
ed that the meeting adjourn to meet at
Room IL in the same building immedi-
ately. The motion was seconded and be
ing put to the meeting by Mr.. Grayson it
was carried by a vote of the stockholders
representing $1,000 shares of stock. We
Will further along in this opinion note
n consider the proceedings of the stock
holders meetings held on the 18th and
18th days of March at said Room ii pur-
suant to said adjournment.
The powers of the President. Had the
PRESIDENT legal authority to adjourn with
out day either of the meetings held ON
the 10th and 18th days of March at his will
alone and against the expressed will of
the stockholders there assembled? If he
had such authority to adjourn the meet
ing held on the 18th day of March at said
Room 8, then the subsequent meetings
and proceedings of the stockholders had
III SAID Room IL, are illegal. 1t is argued
by counsel for respondent that the Presi-
dent had the right to determine whether
or not the stock which was offered to he
voted was such stock as could or should
De voted and that his rulings in that re-
spect are subject to review only by the
courts IN a proper proceeding brought for
hat purpose, and that at the meetings in
question the stock presented not Being is
sued as required by the Act of the Lngis-
la'ure OF California, Statutes 1880, l3l, it
was the duty of the President to adjourn
SAID meetings. In support of the above
contention counsel cites Smith vs.. San
Francisco and N. p. Ry. Co., A. Pac. Rep.
5S3. But that case is not in point or au-
thorlty upon the question of the power
OF the President to adjourn stockholders,
meetings at his will, as that question was
not raised and was in no manner involved
in that case.
Section 3l2 of Deering's Code of Califor-
lid provides Any regular or called
meeting OF the stockholders or members
may adjourn from day to day. or from
time to time, if, forany reason there is not
p~resenta majority Ofthe subscribed stock.
or members, or no election had" y =
out no statute and no bylaw has been
cited which authorizes the President to
adjourn a stockholders meeting without
day, or to a day, against the expressed
Will OF the stockholders when in meeting
We hold that the acts of the
President in adjourning or to
adJourn said meetings We're illegal: that
"hen he refused to preside further at said
meetings the stockholders had the riobt
to proceed with the business of the meet
lngs without him; that when the Presi-
deht refused to permit the meetings to be
continued In the office of the COMPANY.
the meetings had the right to adiourn
from Room 3 to Room IL and conduct
their business in the latter room. To hold
otherwise would be recognizing in the
President of the stockholders meetings |
right to prevent the annua election of
the directors of the Company and a right
to perpetuate in office, indefinitely at his
pleasure, himself and the Board of Direc-
tors of which he was chosen a member
He has no such right under any rule of
law or under any decision of the courts
The statutes of California vest in the
stockholders the right to annually elect a |
Board of Directors of said Company. This |
right cannot be Invested by any act of the |
Directors themselves, much less bv the
President.
Ellrinc We C,-,Jo T. 49,. e, !
road Co., 36 n. Y. Eq. 467.
No elective officer has a right to do any
act which would prevent the election OF
his successor at the time fixed by law for
such election. Curtis VS.. McCullough. 3
New. supra Further citation of authority
in this connection need not be made.
We find nothing in the opinion of the
court in said case in AZ Pac. Rep. that sup
ports the contention of counsel to the eff
feet, that the President, NJ. w. Fox, was
the sole judge, so far as the stockholders
meetings were concerned, of the validity
OF the issue of the stock, of the ownership
of the stock and of the right of persons
presenting or representing it to vote the
same. In that opinion it is shown that a
protest was made in the meeting of stock
holders by some member Or members
against receiving certain votes represent
ing certain stock, upon the grounu .u,:t
the persons in whose names the stock
stood on the books of the Company were
not bona fide stockholders. The Chair
man sustained the protest and the prof
fered votes were excluded at the election
of the Board of Directors. No objection
was taken at the meeting to the ruling of
the Chairman on said protest, and his rul-
ing must be considered as the ruling of
the meeting. An elec i IN of Directors
having been held the aggrieved stock
holders brought their action under the
provisions Of Section 3l5 of the Code. Ev-
identity their contention in that case was