Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/606

 § 577rt.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. Election of °f corporate officers shall be conducted legally ;* and officers. ^at 0Q Yy ^ e shareholders shall vote who are right- fully entitled to do so. But an election of officers will not be set aside because illegal votes were admitted, if their rejection would not have changed the result. 2 Votes cast for an ineligible candidate will not be thrown away, so as to elect a candidate having a minority of votes, unless the persons casting such votes knew that the person for whom they voted was disquali- fied. 3 And persons who at an election have a minority only v. Wilder, 48 Kan. 222 ; Cross v. W. Va. R. R. Co., 85 W. Va. 174 ; Wright v. Cent. Cal. C. W. Co., 67 Cal. 532 ; Gregg v. Granby M's Co., 164 Mo. 616. In regard to the cumulative voting for public officers, see People B. Kenney, 96 X. Y. 294 ; State v. Coustantine, 42 O. St. 437. 1 In re Election of St. Lawrence Steamboat Co., 44 N. J. L. 529 ; San Buenaventura M'f'g Co. v. Vassault, 50 Cal. 534 ; Matter of Long Island R. R. Co., 19 Wend. 37; Stater. New Orleans, etc., R. R. Co., 20 La. Ann. 489. The appointment of a receiver does not affect the right of shareholders to elect directors. At a meeting to elect directors the right of choosing in- spectors is in the shareholders, not in the directors. State v. Merchant, 37 Ohio St. 251. The corporation should be made a party to an application to set aside an election. Matter of Pioneer Paper Co., 36 How. Pr. (N. Y.) 102. A person who becomes a share- holder after an election, receiving his certificate of stock from a person who took part therein, has no stand- ing in court (under a certain statute), to compel a new election. In re Ap- plication of Syracuse, etc., R. R. Co., 91 N. Y. 1. 2 Ex parte Chenango County Mut Ins. Co., 19 Wend. 635; McNeely v. Woodruff, 13 N. J. L. (1 Green) 352; 586 Argus Company, Petition of, 138 N. Y. 557. That inspectors were not sworn as prescribed by statute is no ground to set aside an election. Ex parte Mohawk, etc., R. R. Co., 19 Wend. 135 ; Ex parte Chenango County Mut. Ins. Co., supra. Nor the fact that votes were received, which, though legal, were not properly proved to be so. Conant v. Millandon, 5 La. Ann. 542. Nor that certain persons were excluded from voting by the injunc- tion of a court of competent juris- diction. Brown v. Pacific Mail S. S. Co., 5 Blatchf. 525. 3 In re Election of St. Lawrence Steamboat Co., 44 N. J. L. 529; Jordy v. Hebrard, 18 La. Ann. 456. See Reg. v. Mayor of Tewkesbury, L. R. 3 Q. B. 629. Yet in Baker's Appeal, 109 Pa. St. 461, it was held that the court should, in determining who were elected, disregard votes im- properly (cumulatively) cast. At a shareholders' meeting a majority vote of those voting is good, though the vote so cast is not a majority of all the stock. State v. Chute, 34 Minn. 135. But see In re Election of Cape May, etc., Navigation Co., 51 N. J. L. 78; Granger v. Grubb, 7 Phila. (Pa.) 350; Manufacturing Co. v. Faunce, 79 Me. 440. When seven directors are voted for, yet only five obtain the requisite pluralities (un- der the cumulative system of voting),