Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/608

 § 580.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. Voting by proxy. conclusive as to the right to vote ; l nor are they conclusive evidence of the qualification of directors, where a statute re- quires that directors shall be bona fide holders of stock. 2 Shares held by the corporation, or in trust for it, cannot be voted on. 3 § 579. It is held that shareholders have no implied right to vote by proxy, 4 but it is competent for a corporation by a by-law to authorize votes to be cast in that man- ner. 5 And inspectors cannot reject a vote offered by proxy because the written proxy is not acknowledged. A shareholder must give his agent such written evidence of the agent's right to act as will reasonably assure the inspectors that the agent is acting by the authority of the principal. But the power of attorney need not be in any particular form, or exe- cuted with any particular formality. 6 A shareholder repre- sented by proxy at a meeting is chargeable with knowledge of facts connected with the proceedings of that meeting known to his proxy. 7 § 580. A number of shareholders may by agreement combine on shares standing in his name, with the assent of his assignee in bank- ruptcy. State v. Ferris, 42 Conn. 560. strong v. Smith, 15 Hun, 222. A shareholder cannot vote on shares previously assigned, but not trans- ferred on the books of the company, even with the assent and in the presence of the assignee. Common- wealth v. Woodward, 4 Phila. 124. Compare U. S. R. S., §5144. Holders of illegally issued stock are not entitled to vote thereon. McManus v. Philadelphia, etc., R. R. Co., 58 Pa. St. 330. 2 In re Election of St. Lawrence Steamboat Co., supra. s McNeely v. Woodruff, 13 X. J. L. (1 Green) 352; Brewster v. Hart- ley, 37 Cal. 15; Ex parte Holmes, 5 Cow. (N. Y.) 426; Ex parte Des- doity, 1 Wend. 98. See §§ 136, 185. 4 Commonwealth r. Bringhurst, 103 Pa. St. 134; Philips ». Wickham, 588 1 Paige (N. Y.), 590, 598; People v. Twaddle, 18 Hun, 427; Craig v. First Presbyterian Church, 88 Pa. St. 42; Taylor v. Griswold, 14 N. J. L. 222. None of these cases, except the first and last, were cases of stock corpo- rations. 5 People i Ciossley, 69 111. 195; State v. Tudor, 5 Day (Conn.), 329. See Philips v. Wickham, 1 Paige, 590, 598; Walker v. Johnson, 17 D. C. App. C, 144. Contra, Taylor v. Griswold, 14 N. J. L. 222, 228. 6 In re Election of St. Lawrence Steamboat Co., supra ; Matter of Cecil, 30 How. Pr. (N. Y.) 477. An irrevocable power of attorney or proxy to a trustee, executed by a number of shareholders, is not against public policy. Brown v. Pacific Mail S. S. Co., 5 Blatchf. 525. 7 Thames v. Central City Ins. Co., 49 Ala. 577.