Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/603

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 575. unless otherwise provided, served in person on the sharehold- ers. 1 The notice of a special or extraordinary meeting should specify the proposed business, and at such a meeting business not referred to in the notice cannot properly be transacted. 2 But no notice of the business to be transacted at a stated meeting is necessary, unless the business be of an extraordi- nary nature. JSTor need further notice be given of an adjourned meeting where there is transacted only such business as was duly notified for the meeting which was adjourned. 3 And in general no notice at all need be given of a stated meeting, for which the time and place are set either by usage or by the constitution of the corporation. 4 § 575. The meetings must be called by the proper authori- ties. 5 In business corporations when there is no pro- _^ . . . Who may vision for calling meetings the managing agents may call meet- call them. 6 Generally, however, the charter, arti- cles of association, or by-laws, specify the manner of calling meetings, and such directions should be followed. 7 Conse- quently, the president cannot call a meeting to elect officers when authority to call meetings is vested by the by-laws in the trustees. 8 But even where from the by-laws other officers ward, 5 Sawyer, 403. Meetings of shareholders cannot be held outside the state. § 382. 1 Stow v. Wyse, 7 Conn. 214; Wig- gin v. Freewill Baptist Church, 8 Mete. 301; Matter of Long Island R. R. Co., 19 Wend. 37. See Tuttle v. Michigan Central Air Line R. R. Co., 35 Mich. 247, 252. 2 Atlantic De Laine Co. v. Mason, 5 R. I. 463; People's Mut. Ins. Co. v. Westcott, 14 Gray, 440; Howbeach Coal Co. v. Teague, 5 H: & N. 151; In re Bridport Old Brewery Co., L. R. 2 Ch. 191; In re Silkstone Fall Colliery Co., L. R. 1 Ch. D. 38. 8 Warner v. Mower, 11 Vt. 385. But see Thompson v. Williams, 76 Cal. 153. 4 State v. Bonnell, 35 Ohio St. 10, 15 ; People u. Batchelor, 22 New York, 128; Morrill v. Manufacturing Co., 53 Minn. 371. Notice of a meeting is immaterial when the party raising the question was present by proxy and voted. Jones v. Milton, etc., Turnpike Co., 7 Ind. 547; see Zabris- kie v. Cleveland, etc., R. R. Co., 23 How. 381; Troy Mining Co. v. White, 10 S. D. 475. 6 Reilly v. Oglebay, 25 W. Va. 36; Congregational Society v. Sperry, 10 Conn. 200. The proper officers may be compelled by mandamus to call a meeting. State v. Wright, 10 Nev. 167; People v. Board of Governors, 61 Barb. 397; McNeely v. Woodruff, 13 N. J. L. 352; compare Goulding v. Clark, 34 N. II. 148. 6 Stebbins v. Mcrritt, 10 Cash. 27.
 * See Evans v. Osgood, 18 Me. 213,

and § 573. 8 State v. Petteinli, 10 Nev. 141. 583