The age-herald., 1899-12-20

and in Mobile School Comni5sl5ners vs. Putnam (Q4 Alabama, 506), that the Uni- versity of Alabama is a public corporation. A careful invsstiga ton Of the authorities discloses, however, that upon the question now being considered the law is the same whether the corporation be public or prl- vate.
 In MT. Beach's excellent works on Public Corporations (Vol. l, Sec. 265) it is stated that notice to all members of the public board is indispensable a special meetings.
 ''The notice must be issued by authority of some one who has authority to assemble the corporation for that particular pur pose" If every member of a select body be present, either at meeting on the
 charter day, or specially convened, or even by accident at a proper place and time, they may, by unanimous consent, dispense with notice and transact any eXtraordi- nary business within their peculiar pro- l vince"
 'The members of a corporation, public or l private can do no corporate act of a con | s'tituent character, such as must ioe done | at general meeting of all the Lnembers or of a quorum of them, unless the meet | ing is duly assembled in conformity with | the law of its organiza tion The same rule | in respect of corporate business which is | required to be done by the directors, and 1 which cannot be ren.tted by the mere | ministerial agents of the corporation; so 1 that the assent of majority of the direc- | tors, at a meeting of the board which has not been regularly called, as where notice of the meeting has not l been given, will not be sufficient to give l validity to an act as the act of the board. l It has been well said that the act of the 1 majority of the corporation does not bind | the minority, if it dhas not been expressed | in the form pointed out by law; and ac-
 cord1ngly that the act of the majority, ex pressed elsewhere than at a meeting of the | corporators is not binding on the corpora tion. as where the assent of each one is | given separately and at different times. The reason is that each member has the | right of consultation with the others and l that the minority have the right to be | heard. In the line of authority establishing | the foregoing principles no break has been | discovered; though it should be added that an election or other proceedings had at a meeting irregular1y called may be valid if | all attend, act or assent"
 Law lust be Followed This leads to the conclusion that cor porate meetings are invalid and that the
 business transacted thereat is voddab,e un-
 less the members have been duly notified of
 the meeting in accordance with the govern
 ing statute or by laws, except in the case of stated meetings, of which every member
 is bound to take notice.''
 Thompson on Corporations (7OS-7OO:
 In note one, the same author further
 says: "It was laid down in Kings Bench
 in ITO by Lord Mansfield and two of his
 colleagues that where there is usual
 method of notice, that usual method can-
 not be dispensed with, nor can the election
 be good without complying with it unless
 all the persons who have the right to notice
 are actually summoned and unanimously
 agree'
 ib. 7OS. "Where a special meeting is call ed for the purpose of a corporate electon, all the members entitled to vote at 1such o1a he. ,aJ i<.x, will be void'
 ib. 709. Where the time or manner of giving notice is prescribed by statute, by
 charter, or by bylaws of corporation, it
 is necessary, in order to the validity of the
 acts done at the meeting that the notice
 should be given thus prescribed. Applying this principle to private corpora dons, 1t Is held that acts done at a cor porate meeting of which no notice has been given in the manner prescribed by the charter or bylaws, are void"
 ib. 710. 1.-The requisites of the notice may be enumerated as follows: l. It must be issued by one who has authority to issue it. 2. It must state the time of the meeting
 unless there is a regular time fixed in the charter or bylaws, of which every member Is presumed to have notice. 8. The place where the meeting is to be held, unless the place is settled and established by the char ter or bylaws. 4. The business to be trans acted therea&'
 ib. 712. If all the members of a corpora tfon appear at a corporate meeting without being formally notified and proceed with out objection to the business of the meet ing this will be a waiver by each member of the necessity of notice, or of want of
 formality in giving it.. But if single per-
 son having a right to be present and vote
 is absent or refuses his assent to the acts
 done at the meeting, its proceedings will
 be illegal and void" See also section 716. db. TIT. Where the meeting is called for the purpose of transacting business of
 special importance, not within the general
 routine of corporate business, upon day
 not expressly set apart for that particular
 transaction, unless the notice of the meet
 ing stated the nature of such business, all
 acts done at the meeting will be illegal and
 void"
 Ser,i,e of Notice
 Service of notice must be in the manner
 fixed by the statute or by-laws; otherwise
 all proceedings of the meeting are invalid.
 Cook on Stockholders (596)
 '"The essential elements of a notice of
 meeting are time, place and business. If
 the meeting is to be held at time not
 provided by the charter, or if unusual
 business is to be transacted, the call must
 specify particularly the time, and it seems,
 also. the unusual business"
 Cook on Stockholders (565).
 "Especial care is to be observed in re-
 spect of the notifications sent to members
 and stockholders. The same is true in calling special meetings of governing cor
 porate bodies, such as boards of trustees or
 directors, undue haste and irregularity re- snActinx notification baiag fatal to the le-