Evening star. [volume] (Washington, D.C.) 1854-1972, 1898-02-07
INJUNCTION DENIED
Judge Cox Decides the Mutual Insur-
ance Company Election.
VOTING PROXIES DECLARED LEGAL
Contentious of the Defeated Stock
holders Not Upheld.
l. n Z OF D CIS ION
VOTING PROXIES DECLARED LEGAL
l. ! n Z OF DEC 1910 N

Judge Cox. in Equity Court No. l, today
announced his decision in the Mutual Fire
Insurance Company case. The court signed
decree denying the injunction asked by
Andrew Archer and Louis P. Shoemaker to
restrain Timothy w. Murphy, Albanus L..
Johnson, George I. bearing William A. II.
Church, James W. Barker, Matthew e..
Emery, Jesse B. Wilson, James T. Petty
and James F. Oyster from organizing or
acting, or attempting to organize or act, as
a board of managers of the company by
virtue of an election held the 18th of jan
rary, and from interfering in any way with
the manager ent OF the affairs or business
of the comps ny and from assuming any
authority whatever in respect of the ar
fairs of the company.
large number of persons were inter
ested in the case. The matter was taken
into court, it is said. because of the substi-
tuition of Mr. Murphy for Mr.. Tallmadge
A. Lambert on the board of managers. 1t
is further said that the position Of Mr..
Wilson as president and of Mr.. Lambert as
attorney of tie company were at stake.
1t was claimed in court that the cleo
ton mentioned was void upon the ground
that the judges of election received The
being cast by the policy holders them
selves.
Voting by Proxy.
THE validity of the election in this re-
srect,' Judge Cox said in deciding the
riatter, depends upon the question, first,
whether the company has right to au-
thorize the judges Of election to receive
ballots by proxy; and whether, in the next
place. they did. in point of fact, authorize
it. The policy holders are said to be 1900
in number. Practically, it is impossible
that they should he convened in general
n Getting for the purposes of election or for
any other purpose. The consequence would
be either that the election of officers and
all other business which Is transacted in
general meetings must fall into the hands
of a few who find it convenient to be per-
sonally present, or else the mass of the
policy holders must be represented by
proxies. From the necessity of the case
voting must be by proxy, and it would be
perfectly reasonable and legal that this
&C mpany should enact a bylaw authorizing
in terms that policy holders should vote
by proxy. That the general power to enact
bylaws would include power of this kind
seems to be pretty clear, l think, from the
authorities.
1--WE find the proposition laid down rather
broadly in the English and American en-
cyclopedia of law, to the effect that the
members of corporation may adopt any
reasonable bylaws within the scope of the
purpose and regulating the manner of vot-
ing and of having meetings and directing
the order of proceedings; and again by
laws authorizing voting by proxy are valid.
I'm the first case broad distinction is
drawn between corporations which are for
benevolent or Charitable purposes, in which
especial confidence is placed upon the per-
sens of the corpora tors, and mere money
corporations. In the latter class of cases
it is held that bylaws authorizing voting
by proxy are perfectly legitimate, while in
the other class of corporations, in which
special confidence is reposed in the per-
sonal qualities Of the corporators, they
might not be. So that / take it for granted
there would have been no Improperly in a
bylaw of this corporation authorizing vot-
ing by proxy.
ut appears that it has been the invari-
able usage of this corporation to conduct
its elections in that way. and l, for the
life of me, cannot see why this usage is
not as equally authoritative as an express
bylaw. The question is whether the judges
of election were authorized to receive bal
lots upon the proxies.
Would BE Bound.
Suppose any question were made about
the validity of past election, such as that
of January. 1897. Is it conceivable that
that could be called in question at this date
On the ground that the voting was by
proxy? Would not corporation, and
would not every member of corporation,
be equally bound by the result of an cleo
example, a corporate body should under
take to question the validity Of the cleo
ton of directors, or that any member of
the corporate body who had participated In
the election should undertake to question
the validity of the election on the very
ground that the voting was by proxy.
Would not the corporation, and would not
every member of it, be bound by the result
or that election, and would not the author
ity under which the election was conducted
be inferred from the uniform usage of the
company? Unquestionably it would be
binding on the corporation. Suppose they
undertook TO question dealing with a
third person by board of directors who
had been thus elected. Could they make
any question about the validity of the cleo
tion which had been authorized by this
lonS-continued usage?
We find several cases in the hooks which
recognize the protection of this long usage.
going very far, and holding that the by
law could even be repealed by usage.
1t seems to me that this long-continued
usage which has been prevailing for
period of thirty or forty years was COM
plete and competent authority to the Judges
or election at each election to proceed in
this manner, until the authority was in
some way revoked. And that is not even
contested in this case-that is to the broad
extent that the election was void 1t is
claimed, in the protests that were made
here, that the election by voting by proxy
was void unless by unanimous consent.
Was by Consent.
Does not this case present one clement
Of unanimous consent? AS / said before,
elections had been heretofore conducted in
that manner. On this occasion there was
a meeting of the policy holders--a general
meeting, an annual meeting-the president
of the corporation presiding. Judges of
election were appointed and authorized to
proceed with the election. Undoubtedly,
that was by implication an authority to
them to proceed according to the usages of
the company. No suggestion was made
then of any departure from the customary
mode of conducting its elections. There
was perfect acquiescence in the appoint
ment of three judges. and the implied au-
thOrity to them; and that was, to all in
tents and purposes, unanimous consent
and authority conveyed to them to conduct
this election the elections had been con-
Quoted before. AS / understand, these COM
plainants entered into the election and voted
certain proxies: but before the election was
over, and during its progress, they under
took, two individual holders of policies.
to revoke this authority conferred by
unanimous consent of the corporation upon
the judges of election.
That cannot be done. 1t IS simply pre-
posterous. General authority, to hold this
election according to the customary
method. is conferred, either expressly, or
by Implication, upon the judges of election.
hal or tue IF