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

the amounts owned by them respectively
~*.' Of the sections of the Code cited
Section 307 provides: "AlI elections mus
be by ballot, and every stakeholder shal
nave the right to vote in person or b,
proxy the number of shares standing il
his name as provided in Section Thre,
Hundred and Twelve of this Code for a.
many persons AS there are directors to b,
elected" Section 3l2 provides: AT al
elections, or votes had for any purpost
there must be a majority of the subscribe,
capital stock, or of the members reprc.
scented either in person or by proxy in
writing. Every person acting therein. iT
person or by proxy or representative
must be a member thereof, or a bona fdf
s~tockh"ider having stock in his own
name on the books of the corporation al
least ten days prior to the election. ANY
vote or election had other than in accord
ance with the provisions of this article il
Vo1dable at the instance of absent, or any,
stockholders, or members, and may be set
aside by petition to the District Court of
the county where the same is held x y -,
Section 3l5 Provides; Upon the applica-
ton of any person, or body corporate. ag-
grleved by any election held by any cor
porate body, the District Court of the dis
trict in which such election is held must
proceed forthwith to hear the allegations
and proofs of the parties, or otherwise in
qulre into matters of complaint, and
thereupon confirm the election, order a
new one, or direct such other reliefin the
premises as accOrdS with right and ms
tice.''
The Right to Vote. Counsel for relator
contends, in substance, that. under the
above provisions of the Constitution and
ode, every person whose name aDpears
upon the books of the corporation as a
stakeholder, must he allowed 10 vote by
the stockholders meetings at all cleo
tons, when present in person or by proxy
IN writing and offering to vote, and that
II there is a claim that such person is not
the real owner of the stock which he has
voted. or is not a bona fide
any party aggrieved by such vote must
assert such claim and seek his remedy in
the mode prescribed by Sec. 3l5 of the
Code and that he cannot do so otherwise
Counsel cites several authorities to SIM
port his contention.
Counsel for respondent argues that tho
of the Code and cases cited by re-
Iators counsel AVE no application to the
case at bar, for the reason that a statute
passed since the adoption of the Code
Statutes 1880, 1871 has special reference to
mining corporations, while the Code has
only to other character of corpO-
r%ations, and that the statute has estab-
lished a different rule with respnct to tho
former class OF corporations from that of
the Code which has reference to corDora-
tons other than those organized for min
ing purposes. OF that statute, Sec. 2 nro-
vides; "All stock in each and every min
ing corporation in this State shall stand in
the books of the Company, in all cases in
the names of the real owners of such stock
or IN the name of the trustees of such real
owners, but In every case where such
stock shall stand in the name of a trustee
the party for whom he holds such stock
in trust shall be designated upon the
books and also in the body of the certii-
of such stock
1t is admitted in this case. that ALI of the
stock of the Hale Il Norcross Sill
Mining Company, 10000 shares, ex-
oept about $500 shares, stood in the names
trustees upon the books of the Com
without the names of the persons
Tor whom the parties were trustees being
in any manner, either upon the
said books or upon the certificates of
stock. Counsel further argues and con-
that because the stock of said Com
stood as above named, and was not
ssued by the Company as required by
said statute, there was no valid election
II directors as the successors of the Board
rom which the respondent received his
as Superintendent and I'M
Ter which he claims the right to the office.
annot agee with counsel in his con-
h statute of 1880 does not declare the |
void in case the stock voted for
does not stand on the books. in
names Of the real owners or in case
t stands in the names of trustees and
III a VI lii zeal o"I lcGS are not CDS-
grated on the books and in the certif- !
,ateS. 1t does not provide any remedy to
aggrieved party in case a vote or cleo
lo1 is had other than in accordance with
provisions of hat act. Then in case
'uch vote or election is had where must
he aggrieved party look for a remedy?
COUNSEL tor respondent says, in effect, that
when the President rejected the stock Of
to be voted at the said meetings of
he stockholders, If he was in error the
emedy must be sought by an appeal to
he courts under the provisions of Sec. 3I5 |
# the Code. But the remedy provided by
hat action is only available when a vote
II an election has been mad. He admits
~ his argument that Sec. 3l5 is applicable
o mining corporations to correct the rul-
ngs of the President if any party is ag-
thereby. We are Of opinion that
3I2- 3I5 and other SaotiopS Of ,bo