Page:Federal Reporter, 1st Series, Volume 9.djvu/372

 HANCOCK V. HOLBEOOK. 357 �It bas been urged by the complainant that the board oi directors was constituted so that of iiye A. M. Holbrook controlled three. But it cannot be denied that a board of directors, who are specially des- ignated by name in the charter of the corporation, have authority to call a meeting of stockholders. A board of directors thus designated convened the stockholders who acted upon this subject. At this meeting 91 shares were present and voted for the ratification. The stoek-book of the company shows that the persons so present and voting were the representatives of genuinely-issued stock. So far as relates to the question of the competency of the stockholders to make the ratification, it is immaterial to inquire how much of this stock A. M. Holbrook owned, provided he actually owned it. This question may be material in another aspect of the case, which I shall consider further on, namely : What consequences in equity and law would f ol- low after he acquired the property ? But there was nothing in the fact that he owned the majority or the entirety of the stock present and voting, provided he had acquired it in the prescribed manner, and actually owned it, which would detract from the force of the vote. �If it were necessary to decide whether, and it should be decided, that, upon Holbrook's default in the payment of the bond, the 65 shares of the stock first received by him had in equity reverted to the corporation, and therefore should be treated as not voting, the case would stand thus. There were originally 120 shares, only 109 of which had been issued. McComb had surrendered bis four shares to the corporation ; so that counting all as issued, which I think should be done, we have, besides the 65 shares, 26 other shares pres- ent and voting aye. There being but 116 shares, there could have been only 25 outstanding shares, issued and unissued, which did not assent to this transfer, and the 26 shares assenting constituted a majority of the stock, even after excluding the 65 shares. �What are the powers of stockholders, and of a majority of stock- holders, under our statute and at the common law? The Revised Statutes (Voorhies' Ed.) § 687, (Acts of 1852, p. 130, § 5,) provide that "it shall be lawful for the stockholders of any corporation, at a general meeting convened for that purpose, to make any modifica- tions, additions, or changes in their act of incorporation, or to dis- solve it, with the assent of three-fourths of the stock represented at Buch meeting." Here is authority so broad that it cannot be ques- tioned, that it includes much more than the appropriation of all the property of a corporation to pay a debt which it owed ; and the vote ��� �