Page:Federal Reporter, 1st Series, Volume 5.djvu/757

 KENTON FUENACE EAILROAD A: MPG. 00. V. m'aLPIN. 745 �tice, that if ail the parties who are interested in it, and ail the parties who would have had a right to have received notice, without any such notice appeared at a meeting, and joined in its deliberations and discussions, that they are es- topped from afterwards denying the legality of the meeting for the want of such notice. �I think that that is the law. I think that where stock- holders who, under the provisions of a charter or under the provisions of the by-laws, have the right to have the requisite notice preseribed by either or by both, that that is a right that they may waive, and if each one of them attends and participates in the action of the meeting, they are estopped from denying the legality of that meeting for the want of notice, What is the purpose of the notice ? What other pur- pose could there be, so far as they are interested in it, than that they should have an opportunity themselves of making a part and parcel of the meeting, taking part in its delibera- tions and actions; in other words, that they should have an opportunity of having a voice in whatever was done? That is the whole purpose of the notice. The public are not inter- ested in this notice in any shape or form whatever. It is only stockholders who are interested, and to say that they may not estop that right by attending and participating in it, and may not estop themselves the right to deny its validity, would be to say that which I do not think in accordance with the theory and the rule of notice in cases of.this character. And I think, while I am clear upon that proposition upon reason, that it is abundantly supported by authority. �In Chamberlain v. PainesviUe, etc., R. Go. 15 Ohio St. 225, I think the same principle is recognized. The fourth sylla- bus of the case is : "e. After the requisite amount of stock, has been subscribed to authorize the stockholders to elect directors, it is not indispensable to an election that the notice for it should be given by the persons named in the certificate of incorporation. The validity of the acts of the directors cannot be questioned, collaterally, on the grounds of irregu- larity in giving the notice." And the supreme court in decid- ing that case say, (p. 250:) "The statute provides that as- ����