Page:Federal Reporter, 1st Series, Volume 5.djvu/868

 856 FEDKRAL REPORTER. �and Joseph Gaston, answered, setting up their respective claima and liens by mortgage, judgment, and otherwise ; and these three defendants answered jointly, admitting the pur- ehase and delivery of the rails and fixtures, at the alleged price, but denying the validity of the first and second series of notes and the two mortgages to secure them, made in the name of the Dayton, Sheridan & Grand Eonde Railway Com- pany, for the reason that the directors were not ail present at, or notified of the meetings of, November 5th and December 4th at which they were authorized, but admitting the validity of the note and mortgage for $4,058, and ail the notes and mortgages made by Gaston. �By reason of a subsequent ratification of these acts, it is not necessary to decide the question : Can a majority of the directors of an Oregon corporation exercise any of the powers vested in the .directors -without the presence of or due notice to the others? The plaintiff affirms that they can, relying upon the clause in section 11 of the corporation act, (Or. Laws, 527,) which reads: "The powers vested in the directors may be exercised by a majority of them." But the defendant insists that while a majority may exercise any power vested in the directors, yet they can only do so at a lawful meeting of the directors ; that is, a meeting where ail are present and may be heard, or have had due notice of the same and might be present if they would. �By stipulation, filed April 17, 1880, it was admitted that the plaintiff had received $109,704.50 in payment of the notes sued on, when the injunction was dissolved and the receiver discharged, but the suit was continued to determine the validity of the claim of the plaintiff to recover attorney fees, upon which question the case has been argued and sub- mitted. �The claim arises in this way : In each of the mortgages made by the Dayton, Sheridan & Grand Eonde Eailway Com- pany, and also those made by Joseph Gaston, there is a stipulation for the recovery of an attorney fee, in the event of legal proceedings being taken to recover the sums, thereby secured. The sumS agreed upon to be recovered as such fee ����