Grand Forks herald. [volume] (Grand Forks, N.D.) 1916-1955, 1920-12-22

SAAAUOV10O' IN some OlSI1nCC or OeNNlIe
orm. Particularly where the act ~
erection and Judgment the law de
that the persons to whoms.athe
authority Is given must meet and con
fer together, and be present when,the
Is performed; and unless other
wise provided by law, they can net
only ut authorized meetings 6iay
held. The members can make Emo
valid determination by their assent
separately and individually expressed.
Many Of the cases hold that where
statute does not provide that a
majority shall constitute a quorum.
all OF the members of the board must
be present at a meeting to hear and
consult. but that a majority may de-
eide the matter under consideration.
The statute Of this state provides that
q majority Of the members Of the
board Of railroad commissioners shall
constitute q quorum. So that, iassato
least q majority Of the commissioners
must be present at the meeting duly
held, and hear and discuss the propo-
tiitiotts upon which a decision is to be
made -
For example, in Crocker VS.. Crane,
ellNend. I'll; 81 Am. Dec; 22s, the
Here. 1t appears to me, is a ju-
dictal power vested. in the commits
ton FUNDED on such considerations
as may appear 40. them beneficial to
the ,company's interests.
Then 1t has long been perfectly well
settled that, where a statute cOnati-
tutes a board Of commissioners @or
other officers to decide any matter,
hut makes no provision that a ma
jortty h4ll=constitute a quorum, I'LL
must be present to hear. and consult
The case Of First National Bank vs..
Drake. II. Pac. AS. (Kan.) involves
the purported action of the board ::of
directors Of plaintiff bank, but the
| of law there stated is equally &p-
plicable to the proceedings of public
boards. The court say:
Rank Case I'M Point. ~.
The statute declaring the method
in which the bank may exercise o
porate power provides. that = ssSts
the general supervision and manage
ment of its affairs shall reside in and
be exercised by q. board Of directors.
This statute provides for the election
of a president Of the board, and
otherwise assumes that the directors
shall act unitedly, as an organized
body. The election Of an individual
ASA director does not constitute him
an agent for the corporation. with
authority to act separately and indie
pendently Of his fellow members. III
is the board. duly convened and act
ing as a u%nitsSthat is made the repre-
sentative Of the 8mpanE. The assent
orr eterminaAions .Eoi
the board, acting separately and indi-
,vidually, is not the assent Of the cor
sporation: The@law proceeds upon the
theory that the directors shall, meet
and counsel With zach other, and that
any determination affecting the cor.
poratiqn shall only be arrived at ana
expressed after a consultation att 8
meeting of the board attended bysat
least a majority Of it's members. AZ
the only powers conferred upon df.
rectors are those which reside lin
them. as q board. and when, actine
collectively ssSsA ouch the individuaAs
consent, OF, majority Of the members
acting ~sepaeately Is not enough. s}
The case Of Day VS.. the Mayor AMI
N. j. Eq. 4i2,, had under considera:
ton the validity Of a certain resolu.
ton which was claimed to have beer
adopted by the m council .O1
Jersey City. In their opinion the
court say
1.-THE seth and 31st sections of thu
charter provide that the board Sol
aldermen shall consist Of the alder
men elected from each ward anS
shall constitute and be called >tht
q majority Of the common council
shall CONSTITUTES a quorum; that .i
shall annually elect a president. keel
a journal OF its proceedings, and shal
have stated meetings at least once II
each month. These provisions, "A,
well as the object and nature of It,
creation, show that the common coun,
Gil is a body or board, and must act
and can only act as such; that it mus
cial meetings, and organize with s. !:
president to conduct. and q clerk *
record its proceedings" AL
In Schumm VS.. Seymour, "a N.@J
Eq. 143, the court y .7tf
Vote Must Be Distinct. 81,
THE affairs Of a corporate. bod!
canEbe transattedtsonly at a corporat
meeting. It's Legislative and discre
tionary powers ri be exercised onl,
bers who compose it. and its purpose
or will can be sexpressed. only by /;
vote embodied in. some distinct an,
definite form. AS was said in De,
vs. Jersey City, A @. E. Green, 412
their only existence is as a board, an,
they can do no valid act except as
board as = - =
The case of Mason vs.. Directors q
the Poor, II All. SIG (Pa.)+ involve,
the validity of certain acts purport
ing to be acts ofathe directors Of tn
poor. The judge of the lower cour
found certains facts as follows: IN
minutes of the meeting were kept b
the secretary; The proceedings wer
passed by the testimony. of thos