Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/610

 § 583.] THE LAW OP PRIVATE CORPORATIONS. [CHAP. IX. holders from voting on them. 1 Similarly, an injunction may be granted, at the suit of shareholders, restraining other share- holders from voting shares in a manner contrary to the purport of a provision in the charter. 2 But, it is submitted, courts should be chary of granting injunctions at the suit of share- holders restraining other shareholders from voting at corporate elections; and certainly a preliminary injunction should not be granted so near the time of an election as to take away the votes of shareholders without giving them a chance to be heard. 3 § 582. Every stock corporation has the implied power to make by-laws for the regulation of its affairs; 4 and Power to make by- the majority may competently pass any reasonable by-law within the general scope of the corporate purposes that is calculated to effect them. 3 The power to make by-laws is in the shareholders (not in the board of directors) when there is no law or valid usage to the con- trary. 6 § 583. Ify-laws must be reasonable, 7 and not in contraven- tion of the law, written or unwritten, and particularly must 1 Wood o. Church B'ld'g Ass'n, 63 Wis. 9. But it has been held that an injunction will not be granted restraining shareholders from vot- specified is invalid regardless of its reasonableness. Ireland i>. Globe Milling Co., 19 R. I. 180. 5 See Carne v. Brigham, 39 Me. ing on alleged illegal stock, at least 35; State v. Tudor, 5 Day (Conn.), unless irreparable (threatened) in- jury to the plaintiff or the company be shown. Reed v. Jones, G Wis. 680. 2 Webb v. Ridgely, 38 Md. 364. An election of officers may be legal though less than one-half of the stock be voted thereat, the other shares being excluded by injunc- tion. Brown v. Pacific Mail S. S. Co., 5 Blatchf. 525. 3 llilles r. Parish, 14 N. J. Eq. 380. Compare § 794. 4 Martin v. Nashville B'ld'g Ass'n, 2 Coldw. ( Tenn. ) 418. See, also, §§ 6, 12, 15, 20. Where a general statute gives corporations power to make by-laws for certain specified pur- poses, a by-law for a purpose not 590 329; McFatlden v. County of Los Angeles, 74 Cal. 571. By-laws con- tained in a book issued to share- holders are evidence against a shareholder in an action by the re- ceiver of the corporation to collect a subscription. Frank v. Morrison, 58 Md. 423. 6 Morton Gravel Road Co. v. Wy- song, 51 Ind.4; Carroll v. Mullanphy S'v'gs B'k, 8 Mo. App. 249. 7 Cartan v. Father Matthew Soc'y, 3 Daly, 20; State v. Merchants' Ex- change, 2 Mo. App. 96. Whether a by-law is unreasonable or not is a question solely for the court; but its unreasonableness must be demon- strated. Hibernia Fire Engine Co. u. Harrison, 93 Pa. St. 264.