Page:Federal Reporter, 1st Series, Volume 8.djvu/80

 W ,'70 flDEBAIi BBPOBTaB. �feferrrjiig to the items to which we have just referred. We notice them because they were made the subject of an unauthorized inves- tigation before the master, and of a report prepared but not filed by him, and have been discussed ,by counsel on the hearing with the understanding that the court should consider them, in so far as they a.re found proper to be considered, in determining the • question of the receiver's compensation. It woul4 be improper for us to discuss the question whether these items, and others objeoted to, should be alloved to the receiver in his final acoounts. AU questions of that character must be reserved until the hearing upon the master's report upon that subject. What we now decide is that there is no showing of such fraudulent conduot on the part of the receiver as should deprive him of compensation for services. �, The order is that petitioner be allowed for extraordinary services the sum of $4,890, to be credited.to him on final settlement. �Nelson, D. J. I have examined carefully the facts upon whioh the application for additional compensation is claimed, and fully eoncur in the foregoing opinion of the Circuit Judge — MoGbabi. ���Pabwelij V. Thb Hooghtoh Gofp2b Works and othera. �{Vireuit Otmrt, W. D. Miehigm, N. D. July 12, 1881.) �L BOABD OF DiKECTOHS ImpKOPEBLY CoNTENED— ACTION TaKKN BT, UlTADTHO- RIZB». �Wtiere a by-law ol a corporation required its secretary to give due notice of meetings of the board of directors, Tiela, that important action taken at a meEtiilg from whioh a director, •whom the secretary made no attempt to notify that such a lueeting was to be held, was absent, is unauthorized. �2. BONA FroB PURCHABBB WlTHOUT NoTIOE— Who 18 NoT. �The purchaser, a.former shareholder, .was pre»ent at the meeting of the board at which the sale was made, and knew that one of the directors Tiras away. He -was bound to knbw that absent directors most be notiaed of board meetings/ Held, that be vas not a bona Jide purchaser without notice. �3. Btock Bo'ciaHT bt thb Corporation— Whbn EntitIiKd to. Votb. �It seezns that stock bought by the corporation for non-payment of assess- ments is entitled to vote only -when all the stock is represented at the meeting, and all consent to have the treasurercast the vote. �4. NOMIKAL SUBSOBIPTIONS. �Stock th\i8 subsoribed for ia not to be counted in taking a stock vote. �6. EVIDEKCE. �The records of a corporation are prima faell evidence against stockholdets ol its acts reoorded therein. �Section 2847 of the Compiled Laws of Michigan, in so far as it providoi for the due flling of proxies, is directory omy. ��� �