Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/607

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 578. of the votes received by the judges of the election, cannot on a quo warranto proceeding brought to oust the improperly- elected officers, be declared elected and inducted into office, although it appear that enough legal votes to have given them a majority were offered in their favor and rejected by the judges of election. 1 § 578. The general rule is that the transfer books of the cor- poration are the evidence as to the persons who are entitled to the rights and privileges of shareholders, including the right to vote. 3 And the inspectors of election need not and, per- haps, cannot go behind the transfer books to ques- Transfer tion the right to vote of one who appeal's by them to books eYi - be a holder of legally issued stock. 3 But the books right to are not under all circumstances or for all purposes their election is valid. Wright v. Commonwealth, 109 Pa. St. 560. Un- less otherwise provided, those who assemble at a shareholders' meeting constitute a quorum, although a minority of the stock. Morrill b. M'f'g Co., 53 Minn. 371. 1 State v. McDaniel, 22 Ohio St. 354. Persons who take part in the election of officers and the formation of the company, knowing of the non- fullillment of conditions precedent, cannot afterward bring quo loarranto on these grounds against the officers. Cole v. Dyer, 29 Ga. 434. 2 In re Election of St. Lawrence Steamboat Co., siqwa ; People v. Robinson, 64 Cal. 373; State v. Ferris, 42 Conn. 560, 568; Hopkin v. Buff urn, 9 R. I. 513. See Wilson v. Proprietors, ib. 590; In re Cedar Grove Co., 61 N. J. L. 422. A regis- tered shareholder may vote though he has not paid for his shares. Savage v. Ball, 17 N. J. Eq. 142; Downing v. Potts, 23 N. J. L. 66. Transferee of shares cannot vote until the transfer is registered. McNeil b. Tenth Nat. Bk., 46 N. Y. 325, 332. An assignment of shares, with power of attorney, executed by a foreign executor, is valid, and the company is bound to record the transfer; it is not necessary that letters testamentary should be taken out here. Middlebrook v. Merchants' Bank, 3 Keyes (N. Y.), 135. 3 In re Electiou of St. Lawrence Steamboat Co., supra ; Ex parte Long Island R. R. Co., 19 Wend. 37; Morrsseaux b. Urquhart, 19 La. Ann. 482; Morrill b. Mfg. Co., 53 Mich. 371. A shareholder may vote though he has hypothecated his shares. Ex parte Willcox, 7 Cow. (N. Y.) 402; Ex parte Barker, 6 Wend. 509. But the pledgee may vote when the shares have been transferred to his name. In re Argus Printing Co., 1 Nor. Dak. 434; cf. State of Oregon v. Smith, 15 Oregon, 98. A person may vote on shares standing in his name as trustee. Ex parte Barker, supra. See Ex parte North Shore, etc., Ferry Co., 63 Barb. 556. 'See also McHenry v. Jewett, 90 N. Y. 58; Johnston v. Jones, 23 N. J. Eq. 216, 228. An administrator can vote. In the Matter of the North Shore State n Island Ferry Co., 63 Barb. (N. Y. ) 556. A bankrupt mav vote 587