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§ 306. Meetings and records. As a general rule, the business of a corporation, relating to corporate affairs, can only be transacted at a meeting of the directors, or corporators, convened by some one who has authority to call a meeting of the corporation.' If the charter requires a special notice to be given, it should be given a reasonable time before the meeting, stating the time and place at which it is to be held, and if the proper notice has not been given, the members are not bound by the business transacted at the meeting. But if the charter does not require a special notice to be given, when a stated time of meeting has been established, the members are presumed to have notice of that time and could by agreement dispense with the necessity of a formal notice. A reasonable notice, however, should always be given of a special meeting of the corporation, and if certain of the members do not have the proper notice of a special meeting, they cannot be bound by any action taken at such meeting; but if a meeting of the corporation is regularly convened, a majority of the stock represented at such meeting controls the action of the company, and the minority must yield to the will of the majority, even though a majority of the stock is controlled by a few persons who have com

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R. 160; Waring v. Crow, 5 Mor. Min. Rep. 205. And even though an act was in contravention of the by-laws, strangers dealing with the corporation without knowledge, would be protected, if the stockholders assented to the act. Kent v. Quicksilver Co., 4 M. M. R. 47. But see McCulloh v. Moss, 13 Id. 440.

1 State v. Pettineli, 10 Nev. 141; State v. Wright, 10 Id. 167.

2 Hill v. Rich Hill Coal Co., 119 Mo. 9; U. G. M. Co. v. Rocky Mt. Nat. Bank, 1 Colo. 532.

3 State v. Pettineli, supra; s. c. 12 Mor. Min. Rep. 513; Hill v. Rich Hill Coal Co., 119 Mo. 9.

1 Ante, idem.

State v. Pettineli, 10 Nev. 141; Hill v. Rich Hill Coal Co., 119

bined to secure the management of the corporation's property. It is sometimes provided by charter, and is generally customary for corporations to keep a stock book, upon which the stock of the members can be transferred, also a book containing a record of the different meetings of the company and the business there transacted. But a failure to record the authorized acts of the agents of a corporation does not affect the validity of such agents' acts, unless the charter or some organic law expressly provides for the registration of their acts, and if the minutes of a corporate meeting cannot be found, it is generally competent to prove by parol evidence, the business transacted at that meeting.3

§ 307 Corporate stock-Transfer of. Generally any promise to take stock in a corporation, if based upon a valuable consideration, can be enforced, as any other contract, and in subscriptions and agreements for stock, as in the construction of other contracts, the courts look rather

This was not the rule at common law. Gregg v. Granby Mining & S. Co., 164 Mo. 616; 65 S. W. Rep. 312; Harrison v. Heathery, 6 Scott N. R. 735. "The election of a trustee of a mining corporation is a corporate act, and must be conducted in the manner required by the charter." State v. Curtis, 9 Nev. 325; M. M. D. 49. "An election at which all the stockholders are present, but a portion decline to participate, the same being held without the action of such presiding officer as the by-laws prescribed, is not a legal election." State v. Pettineli, 10 Nev. 141. "It is the legal right of any stockholder of a mining corporation that an annual election of trustees be held, without regard to the number of shares such stockholder may have." State v. Wright, 10 Nev. 167; M. M. D. 57.

2 Wood Hyd. H. M. Co. v. King, 45 Ga. 34. All acts of officers are valid as to third persons, who had a right to demand the given act or who paid a consideration for it. Savage v. Ball, 17 N. J. Ch. 143.

3 Union Min. Co. v. Bank, 2 Colo. 248. Or the corporate minutes may be corrected by parol evidence of what actually occurred at the meeting. Gilroy Quartz Min. Co. v. Gilroy, 51 Cal. 341.

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to the intention of the parties than to the manner in which the same is expressed. A certificate of stock is not a necessary prerequisite to membership in a corporation, nor is the liability of a member dependent upon the possession of a certificate of stock alone, for the certificate is only evidence of the ownership of the stock, and without a transfer on the books of the corporation the certificates would be of no effect, and a duly registered shareholder can exercise the privileges of a stockholder, even though he may not hold a certificate of stock. The stock of all corporations, whether their property consists of real or personal estate, is deemed personal property and like other species of personal property may be disposed of at the will of the owner.5 And any contract for the transfer of stock whether for a future or present transfer, if based upon a valid consideration, can be enforced. But a transfer of stock does not carry dividends already de

1 Beach Cor. (vol. 2), §§ 543 and 544; Boston &c. Ry. Co. v. Wellington, 113 Mass. 79; Oler v. Baltimore &c. R. Co., 41 Md. 583; Duchess Co. v. Mobbett, 58 N. Y. 379.

2 Beach on Cor., §§ 62–104.

3 Beach on Cor., §§ 62-66-104, 612; Hawley v. Brannigan, 33 Cal. 394; Cin. &c. Ry. Co. v. Pearce, 28 Ind. 502. But see, contra, Dain Mfg. Co. v. Trumbull Co., 95 Mo. App. 144 (1903).

4 Beach, § 612, p. 972; Kebogum v. Jackson Iron Co., 76 Mich. 498; Mitchell v. Beckman, 64 Cal. 117.

Property exchanged for the stock in a corporation should be reasonably worth the amount of stock issued therefor. Kelly v. 4th of July Min. Co., 21 Mont. 291; 42 L. R. A. 621; 53 Pac. Rep. 959; Beach, § 612 and cases cited. "The courts have inflexibly enforced the rule that payment of stock subscriptions is good as against creditors only where the payment for such stock has been made in money or its equivalent. Dean v. Baldwin, 99 Ill. App. 582. An act authorizing lands as well as money to be considered as payment upon the capital stock of a mining company does not authorize a leasehold interest to be treated as such payment." Bashorr v. Dressel, 34 Maryland, 503; M. M. D. 349.

• Beach, § 618. But vendor must first vest title of stock in vendee. Ante, idem; White v. Salisbury, 33 Mo. 150.

clared thereon, for the dividend would belong to the owner of the stock when the same was declared,1 and the owner of the stock at the time when the dividend was declared, would be entitled to the dividend, even though it should be made payable at a date subsequent to the transfer of the stock.?

§ 308. May sue and be sued. A corporation has the capacity to sue or be sued like a private individual, and can institute suit and maintain actions on debts or other obligations due the corporation when the same are within the general scope of the authority conferred upon the corporation by its charter, in any court of competent jurisdiction. Corporations are not liable, however, for offenses against the person, or for acts which derive their criminality from evil intention; but aside from this they are liable, the same as an individual, for their torts, or other civil injuries by which another is disturbed in the enjoyment of his legal rights, and the tendency of modern legislation has been to extend the liability of private corporations and hold them, as far as possible, to . their legal duties and responsibilities. A mining cor

1 Hyatt v. Allen, 56 N. Y. 553; Harper v. Raymond, 3 B. & S. W. 29. 2 Boardman v. Lake Shore &c. Co., 84 N. Y. 157; Beach Cor., § 619 and cases cited; American Alkali Co. v. Campbell, 113 Fed. Rep. 398; Berry v. Rood, 67 S. W. 644.

A mining corporation may sue the corporation, in its own name. 202.

its own directors for their frauds on Simons v. Vulcan Oil Co., 61 Pa. St.

4 In such case the corporate agents would be personally liable.

5 Kielly v. Belcher Silver Min. Co., 3 Saw. 437. They are liable, în trespass, for wrongfully having timber cut. Yahoola River Mining Co. v. Irby, 40 Ga. 479.

6 In Nevada it has been held an injunction will lie to restrain a mining corporation from making a transfer of lost shares of stock. Sierra Nevada Mining Co. v. Lears, 10 Nev. 346.

poration may be guilty of a nuisance in the way it conducts its mining operations and, as in the case of a private individual, the wrong may be redressed by an indictment preferred against the corporation.1 But a mining corporation cannot institute suit, in the absence of special authority given it in its charter, by less than a majority of the directors or trustees of the corporation.2 Where there is no proof, however, that the corporation acted without the proper authority, the assent of a majority of the trustees or directors of the company would be presumed, and the onus of showing the absence of the proper authority would be upon the party who denied the authority in the corporation.3

§ 309. Right to buy and sell property. A mining corporation, like any other private corporation, can purchase

1 Commonwealth v. Nashua &c. Co., 2 Gray, 54; Terre Haute Gas Co. v. Teel, 29 Ind. 131.

2 Hort v. Houston, 22 Ga. 507. For enforcement of assessment see Amer. Alkali Co. v. Campbell, 113 Fed. Rep. 398.

3 Bangor &c. Co. v. Smith, 49 Me. 34. "In all proceedings between corporations and third parties, a compliance with its charter in the absence of a contrary showing is presumed." Colonial Bank of Australasia v. Willan, L. R. 5 P. C. 417; Sly v. Palo Alto Gold Min. Co., 68 Pac. Rep. 498. For suit by manager for salary, see Rocky Mountain Oil Co. v. Phillips, 68 Pac. Rep. 269. "In an action by the commonwealth against a foreign corporation to recover the penalty imposed for engag ing in business without filing the statement required by statute, it being shown that defendant has done business in the State, the burden is upon it to show that it had filed the statement required." Commonwealth v. Read Phosphate Co., 67 S. W. 45 (Ky. 1902). "Plaintiff was incorporated for twenty years by a decree of the Chancery Court in 1872. Laws 1887 authorized the continuance of all corporations whose charters expired by limitation for five years from the limitation, and before the expiration of such time plaintiff further extended its existence by a compliance with Acts 1893, c. 146, authorizing corporations chartered by the chancery courts to continue their existence. Held, that there was no merit in the