Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/242

 § 261.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Unless the meeting is one that assembles at stated times pur- suant to some provision in the constitution or by-laws, 1 it must be duly notified to all the directors. 2 For, even if a majority of a total number of directors are present and the vote is unanimous, so that the votes of the absentees could not have changed the result, it does not follow that those actually pres- ent would not have voted differently had they heard what the absentees, if present, might have said. To make the proceed- ings regular, all should have had an opportunity to be present, and take part in them. 3 Where there is no special provision as to the notice, it should be reasonable in point of time; 4 and should be personal if the directors reside in the same place. § 261. As the usual presumptions in favor of regularity apply to directors' meetings, it is always to be presumed tious Ump " tnat the meeting was regular; and the burden of proof to show a want of due notice of the meeting is son, 23 N. H. 555; Buell v. Bucking- ham, 16 Iowa, 284; Leavitt v. Ox- ford, etc., M. Co., 3 Utah, 265; 2 Kent's Com., 293. Compare Hol- combe's Exr. v. Managers N. H. D. B. Co., 9 N. J. Eq. 457. 1 Of such a meeting no notice is necessary, or notice is presumed. See Despatch Line v. Bellamy Mfg. Co.. 12 N. H. 205, 226; Edgerly v. Emerson, 23 N. H. 555, 567; Angell and Ames on Corp., § 488. 2 Panly v. Pauly, 107 Cal. 8; Curtin v. Salmon River, etc., Co., 130 Cal. 345; Cupit v. Park City Bank, 20 Utah, 292; Hill v. Mining Co., 119 Mo. 9; Gordon p. Preston, 1 Watts, 385; Farwell v. Houghton Copper Works, 8 Fed. Rep. 66; Doyle v. Mizner, 42 Mich. 332, 341; Kersey Oil Co. v. Oil Creek, etc. R. R. Co., 12 Phila. 374; Doernbecher v. Lum- ber Co., 21 Oregon, 573; Singer v. Salt Lake Copper M. Co., 17 Utah, 143. Compare Jackson v. Hampden, 20 Me. 37; Simon v. Sevier Ass'n, 54 Ark. 58; Bank of Little Rock v. 222 McCarthy, 55 Ark. 473. Compare Smith v. Dorn, 95 Cal. 73. But if all the directors actually consult to- gether, and a majority concur, it seems no notification is necessary. Despatch Line v. Bellamy Mfg. Co., 12 N. H. 205, 227; Benbow v. Cook, 115 N. C. 324. When a regular meet- ing of directors, from which some are absent, is adjourned to a future day, no hour fixed, notice of the adjourned meeting must be given. Thompson v. Williams, 76 Cal. 153. 3 In the case of Edgerly v. Emer- son, 23 N. H. 555, it was stated " that where a quorum of the directors of a bank meet, and unite in any de- termination, the corporation are bound, whether the other directors are or are not notified." 23 N. H. 569. The proposition, thus broadly stated, it is submitted, is not law. But compare Chase v. Tuttle, 55 Conn. 455. 363. As to the meetings of directors outside of the state, see § 381.
 * See Covert v. Rogers, 38 Mich.