Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/385

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 382. § 382. The rule is otherwise in regard to the acts of the body corporate itself. These, when clone beyond the limits of the state, are ordinarily held invalid. 1 It is submitted, however, that the reason of this does not lie in the imaginative notion that a corporation " must dwell in the place of its creation, and cannot migrate to another sovereignty ;" 2 but rather in the hardship and fraud it might entail on shareholders to permit corporate meetings to be held outside the state. 3 Accordingly, there seems to be no reason for holding invalid acts done at cor- porate meetings assembled without the state, if all the share- holders acquiesce in the holding of such meetings. 4 Nev. 293; Ohio & M. R. R. Co. v. MePherson, 35 Mo. 13; Wright v. Bandy, 11 Ind. 398; McCall v. Byram Mfg. Co., 6 Conn. 428; Wood Hy- draulic Hose Mfg. Co. v. King, 45 Ga. 34; Smith v. Alvord, 63 Barb. 415; Reichwald v. Commercial Hotel Co., 106 111. 439, 450; Singer v. Salt Lake Copper M. Co., 17 Utah, 143. See Franco-Texan Land Co. v. Laigle, 59 Tex. 339; Saltmarsh v. Spaulding, 147 Mass. 224; Smith v. Silver Valley Mfg. Co., 64 Md. 86. But see Hilles v. Parrish, 14 N. J. Eq. 380; Ormsby v. Vt. C. Mfg. Co., 56 X. Y. 623. A statute forbidding directors to hold meetings outside the state may be availed of by creditors of the corpo- ration: it is not for the benefit of shareholders only. Sta. Nat. Bk. v. Union Nat. Bk., 168 111. 519. 1 Miller v. Ewer, 27 Me. 509 ; Aspin- wall v. Ohio, etc., R. R. Co., 20 Ind. 492 ; Freeman v. Machias W. P. Co., 38 Me. 343 ; Ormsby v. Vermont C. M'g Co., 56 N. Y. 623 ; Jones v. Pearl M'g Co., 20 Col. 417. Cf. Copp v. Lamb, 12 Me. 312. No legal or- ganization of a corporation can be affected by action taken outside of the state granting the charter. Free- man v. Machias W. P. Co., supra; Smith v. Silver Valley M'g Co., 64 Md. 86; Taylor v. Branham, 35 Fla. j 297. Compare Camp v. Byrne, 41 Mo. 525. Authority in charter to ■ transact business at points without 1 the state does not authorize acts by ! the corporation directly, such as cor- I porate meetings. An election of di- rectors by a corporate meeting held outside the state is void. A share- j holder is not bound by a by-law passed state, although his own shares were voted, by proxy, at the meeting which elected the said directors. Franco-Texan Land Co. v. Laigle, j 59 Tex. 339 ; ace. Hodgson ». Du- luth, etc., R. Co., 46 Minn. 454. 2 Bank of Augusta v. Earle, 13 Pet. 519, 588, per Taney, C. J. It is held that a corporation dwells in the place where its business is carried on. Taylor i Gas and Coke Co., 11 Ex. 1 ; see Connecticut and Passumsic Rivers R. R. Co. v. Cooper, 30 Vt. 476, 481 ; Stout p. Sioux City, etc., R. R. Co., 3 McCrary, 1 ; but see Plimp- ton 15. Bigelow, 93 N. Y. 592, revers- ing S. C, 12 Abb. N. C. (N. Y.) i 202. 3 Derby Council v. State Council, j 197 Pa. St. 413 ; Sovereign Camp W. ! O. W. v. Fraley, 94 Tex. 200. 4 Missouri Lead M'g Co. v. Rein- I hard, 114 Mo. 218. See Camp v. ■ Byrne, 41 Mo. 525. Resolutions (to 365
 * by directors elected without the