Page:Federal Reporter, 1st Series, Volume 8.djvu/83

FABWELL W. HOUGHTON COPPBB WOEKS. 69 �now be found in the company's office, will not defeat the action takeu at the meeting. The record states that E. voted a proky of five sbares, and this means that he held a proxy whioh was present, signed by a holder of five shares of stock, that authorized E. to vote those shares, and that the proxy was deemed sufficient ; and so in the case of every share stated to have been voted by proxy. �If the directors were authorized to make a sale of the company's property, the next question is wfaether a majority of the directors could take the necessary action to sell without notifying the other director of the meeting, either personally or by notice left at his residence. There were five directors, four of whom met and assumed to sell. The fifth director, being temporarily absent from the state, was not notified, npr was there any attempt made to notify him, of the meet- ing. The statute says : �"A majority of the directors of every such corporation, convened according to the by-laws, shall eonstitute a quorum for the transaction of business." Section 2847. �The only by-law bearing on the subject relates to the duties of the secretary, viz. : �" The secretary shall give due notice of all meetings of the stockholders and board of directors." �There had been no meeting of the directors for many months ; there was no oustom to hold directors' meetings on given days, and no mie that business might be transaeted whenever a majority should be present. On the contrary, the only by-law on the subject requires a notice of board meetings. In such a condition of local statute and regulations of the eompany, no business could be transaeted by a majority without notice first given- to every director. A director not present would be entitled to the opportunity of being present and participating in the business of the meeting. Failure to give him notice not only deprived him of such opportunity, but practically excluded him from all participation in the business transaeted. It would hardly be eontended that a meeting of directors, at which the majority excluded the minority, could legally transact business aflfect- ing the corporation. They had an important duty to discharge, as they were authorized to sell only when the priee was by them deemed sufficient; the priee was, therefore, a material thing to be deter- mined. �On the question of the action of a majority convened without notice to all the members, see Wiggins v. Baptist Society, 8 Met. 301; Stowe V. Wise, 7 Conn. 219; The State v. Ferguson, 31 N. J. Law, at ��� �