Page:Federal Reporter, 1st Series, Volume 5.djvu/756

 744 FEDERAL REPORTER. �nobody was interested in nor could be affected in any way by it but themselves. They would have had, a right upon that day to have wound up the entire affaira of that corpora- tion, and to have divided the property between themselves ; and to say that they would not have a right to have treated their stock as paid up by a surrender of the accumulated profits to the company and taking in lieu of their old certifi- cates new onea for fully — paid stock, is a doctrine to which I cannot subscribe, I am treating it, though, as a transaction entirely among themselves. I know the books say that the capital stock of a corporation is a trust f und ; it is a sacred f und ; it is a fund that cannot be frittered away — which can- not be fraudulently disposed of. But they say it is a trust fund for the payment of the creditors of the corporation first, and in the second place it is a trust fund for the benefit of the stockholders of the corporation. Be it so. But if there are no creditors, it then becomes only a trust fund for the benefit of ail the stockholders in proportion to the amount which each one of them subscribed. It would be a strange doctrine if the stockholders themselves could not (ail acting together) authorize as between themselves the directors to dispose of that property in anywise, if they saw proper to do so. �But it is said by the plaintiff that if this be so, still that meeting was not a valid meeting, for the rçason that the forms which are prescribed by the act of incorporation had not been complied with, to-wit, it was a meeting without notice, and therefore was an illegal and void meeting. �The act of incorporation provides that they may elect directors at certain times, and if they should fail to elect them at such times they can do so by giving 30 days' notice ; and it is contended by learned counsel for the plaintiff in the case that that provision in the charter cannot be waived, and, inasmuch as it is not contended in this case that there was in fact a compliance with that requisite of the charter, that the meeting was void. On the other hand, it is con- tended that while the charter itself, or the by-laws, or both, may provide that a meeting may be called upon certain no- ����