The age-herald., 1899-12-20
REPORT OF THE HVEST|CAT|NC COMMITTE OF
 THE STATE UNIVERSITY ALUMNI ASSOCIATION


 gality of the proceedings. The notification should set forth In general way the na- ture of the business to be transacted at the special meting, and action taken upon matters not mentioned in the notice is in- valid"
 l Beach on Private Corporations (279).
 State vs. Ferguson, 31 New Jersey Law D. 124;
 ''The powers conferred by the charter of a corporation upon the body of incorpora- tors and board of directors, respectively, can be exercised by them only when duly convened in corporate meeting. And where an alleged corporate act rests upon the assent of a majority of the members, expressed, not in corporate meeting, but given by each one separately and at differ ent times, and evidenced, not by the Gnin- utes of their corporate proceedings, but by a separate paper in the possession or a committee, 1t is a nullity. This is the rule not only as to the oorp5rators themselves, but also as to thetr trustees or directors The directors can lawfully act only when duly convened a board. This Is the law even where the act by Which the company derived tits corporate existence makes no provision for the manner in which the cor ;,5rate-s are to be convoked or how they are to vote"
 1 Beach on Private Corporaticns-S. zf2:
 The case of Harwel vs. Houghton Cop per per Works (S Fed Rep.-6b) is an ln- StrUetiNe authority upon tile SaSS s'e Sst-' There a proposition was made to purenase the property Of tlle corpora ton, and under the law 1t was necessary that the sale should be authorized by a vote Of more than t,nree-fifths of eil the stockholders, at a meeting called for Glat purpose. A meet ing of stockholders vas called in stT-ct pursuance of tsae law, due notice having been given to the stockholders. At thls meeting more than three7fifans of the stockholders voted to authcrize the d. rectcrs to make tlle sale. Ilere21ser a meeting of the directors was called to ceGn- plo.e the sale, and every direeter in the state was notified of the meeting. The to- tai number was five, and four were nodfled and were present and yo.ed for the sale and authorized the conveyance to De made The fifth director being absent from the state, notice was not given to him. IL was held tGaat the conveyance was absolutely void. The court, among other things, uses the following language: "In such condl- ton of local statute and regulations or the company, no business could be trans acted by majority without notice first given to every director dcector not present would be entitled to the oppor- tunity of be.ng present and participating in the business of the meeting. Failure to give him notice not only deprived him of such opportunity, but practically eXcluced him from all participation in the business transacted.
 Ut would hardly be contended that meeting of directors, at which majority excluded the minority the minority could legally transact business affecting the cor poration. They had an important duty to discharge, as they were authorized to sell oniy when the price was by them deemed sufficient; tile price was, therefore. q ma te,rial thing to be determined.
 "On 'the question of the action of na- jor:ty convened without notice to all the mem bers, see
 "Wiggins vs Baptist Society 6 vt.-3o).
 ''The State vs. Ferguson t31 New Jersey Law-12D.
 Angel and Ames on Corporations-492
 "Field on Corporations-22I.22 .22s, ,234.
 Grant on cTporations--155-7-S.
 Ut is not necessary to determine whether the sale was fraudulent The majority of tine directors acted without authority. Their action operated unjusty upon the rights of complainant and other stockhold- CTS, and the purchases, Edwards, is not in the position of a bona fde purchaser without notice of the actual posture of affairs at tine of tine sale"
 Resolution vo.d on It's Face
 The next question is whether or not the resolution is void on its face The only description of the property contained in the resolution is as follows: 'Ttlree thous- and four hundred and forty acres, more or less, of land of the University tn town
 
 township IS, range j. and township 15. range '; and also 1040 acres, more or less, in township 1S ranges and 6, and town ship 19 range D." The University owned other lands in those townships, and no authority is conferred by the resolution upon the governor or any one else-not even upon the SlosS- Sheffield company itsef-to select the lands to be conveyed under the resolution.
 In Wilkinson vs. Roper Ci Aa.-14W, a deed offered in evidence contained ene fol- lowing description: Ten acres, more or less, of the southwest quarter of the north west quarter of said section 29." It was held that the deed was void for indefinite ness of description.
 In Jones against Pelham (84 Ala.-20S) the tax deed in evidence and tho assessment upon which it was founded described the property as a house and lot on Battle street, in Tadladega, and it appeared that the defendant owned another house and lot on Battle street. The court says: "Tne de- scription affords no data by which to as- certain which house and lot on Battle street is intended. The assessment is void foi uncertainty
 In 1st Greenleaf on Evidence-Sec 300 among other things, it is said: "If the court, placing itself in the situation in which the testator or contracting party stood al the time of executing the instrument, and with full understanding of the force and ira port of the words, cannot ascertain his mean ing and intention from the language of tene instrument thus illustrated, it is a case of incurable and hopeless uncertainty and ene instrument is. therefore, so far imperative and void."
 Payment of Purchase Money
 An extract from the minutes of the alleg- d meeting of the board of trustees above referred to is attached to this report mark ed Exhibit A." It appears from this reso- lution that the only authority of the gover- nor was to execute the deed and to fix the terms of the said sale, not to be less than one-half cash. Under the law as 1t then stood, 1t would have been his duty to have executed the deed without that being ex- pressed in the resolution. He had no au- thority to recieve the purchase money. This authority was, by virtue of an act of the legislature approved February 5, 1885, and by virtue of the ordinance of the board of trustees of the University, to carry into effect the act of the legislature mentioned, adopted June 1S 1885, vested in the land commissioner of the University of Alabama,