Page:Federal Reporter, 1st Series, Volume 5.djvu/759

 KBNTON FURNACE KAIIiEOAD & MFG. 00. V. m'aLPIN. 747 �the election of a common council in the place of the other resigned." There is dicta in this Which would seem to sup- port Mr. Angell's view of the matter; but, I take it, with the authority of Field and Brice and Potter, each one of them with- out qualification, and of the supreme court of the state of Ohio, that the requirement of notice, -whether in the certifi- cate of incorporation or by-law, may be waived, that the ■weight of authority is against the doctrine of Angell & Ames. �If, therefore, you find that each one of the parties who owns stock in this corporation was present and participated in this meeting, they were bound by the action of the meeting; and the company itself cannôt deny the legality of that action on the ground that no notice was given of the meet- ing, for the purposes of the law were fuUy accomplished by the parties being either present or represented without any notice at ail. �You will bear in mind that two of these subscriptions of stock stand in the name of companies- — Damarin & Co. and Bell & Co. representing Wo portions of these certificates of stock ; and it is said by the plaintiff that the action of the meeting was invalid, even if it ■were lawful without the notice, for the reason that all of the parties owning stock, or to l)e affected by such action, were not present, It is nbt claimed by anybody that all of the members composing the firm of Damarin & Co. were at the meeting, nor isit claimed by any- body that all of the members composing the firm of E. Bell & Co. were at the meeting ; and if the separate members of these two firms, in this transaction, are to be treated as sep- arate and distinct owners of an aliquot part of the stock, whioh existed in their name, as a matter of course, the meeting would not be binding, because ail the parties were not there to participate. �This leads us to consider whether it was necessary for each one of the members composing these two firms to be there and participate in the deliberations of that meeting in order to making it binding upon the ûrms. It is admitted that one of the members of the firm of Damarin & Co. was at the meeting. It is a general proposition of law that theact of one' ����