Commonwealth v. Roydhouse

Citations

• 233 Pa. 234
• 82 A. 74
• 1911 Pa. LEXIS 490

Syllabus

<p>Corporations — Voting trust agreement — Void agreement — Dry trust— Act of May 26,1898, P. L. HI — Beneficial owner of stock — Right to vote —Proxies.</p> <p>1. A voting trust agreement is revocable, which does not give any beneficial interest to the trustee, and which only confers upon him the right to vote as directed by a committee of stockholders, and to distribute among the parties to the agreement the amount received as dividends.</p> <p>2. As such a trustee holds only the bare legal title, although registered as owner, he is disqualified from voting under sec. 1 of the Act of May 26, 1893, P. L. 141; and the beneficial owner of the stock is entitled to vote it, upon furnishing satisfactory proof of ownership.</p> <p>3. A by-law of a corporation which provides that a stockholder’s right to vote depends upon his being registered as owner of the shares on its books for twenty days before a corporate election, does not affect the right of a beneficial owner to vote stock under the second section of the Act of May 26, 1893, P. L. 141.</p> <p>4. No objection can be made to the validity of a corporate election because an alternative in a proxy voted the stock when the principal attorney was present, where none of the shareholders who executed the proxies complained, and all of them subsequently ratified in a formal way the action of the alternative.</p>