Page:North Dakota Reports (vol. 1).pdf/459

 '''3. Same—Stockholder on Company’s Books May be Director Though He Have Assigned His Stock.'''

One not appearing to be a stockholder upon the corporate records is not eligible to the office of director, under the statute providing that only stockholders are eligible to that office; one who still so appears is eligible, and may vote notwithstanding he has assigned the stock.

4. Same—Majority of Stock Must be Voted at Election of Directors.

A vote of stockholders representing a majority of the subscribed capital stock is necessary to the choice of a director. There being no such vote, the election is declared illegal, and a new election ordered.

5. Same—Stockholders’ Meeting.

A stockholder holding a majority of the subscribed capital stock having acquiesced in the organization of a stockholders' meeting, and having participated in the business of the meeting as so organized, among other things having nominated persons for the office of director, cannot afterwards withdraw from the meeting, and organize another meeting, at the same time and in the same place, and by voting at that meeting elect the persons voted for by him the directors of the corporation. It is his duty to remain in the meeting first organized and vote his stock there, and no one can prevent his voting his stock at that meeting, although his ballot may be rejected. Notwithstanding such rejection, had he voted his stock at the original meeting the persons voted, for by him would have been elected directors, and under the statute declared by the court elected.

6. Same; Same—Transfer of Stock Made to Render Transferee Eligible for Director.

A transferee of stock upon the corporate records is qualified to vote the stock, and to become a director, although the transfer was made for the express and sole purpose of so qualifying him, provided that it was not made in furtherance of a fraudulent scheme.

PPEAL from district court, Cass county; Hon., Judge.

A. C. Davis, B. F. Spaulding and Benton & Amidon, for Appellant; Edwin O. Faulkner, S. G. Roberts and A. W. Edwards for Respondents A. W. Edwards, H. C. Plumley and M. R. Flint.

, C. J. On this appeal we are asked to review the judgment of the district court in summary proceedings instituted under § 2932 of the Compiled Laws to determine