Commonwealth v. Vandegrift

Citations

• 232 Pa. 53
• 36 L.R.A.N.S. 45
• 81 A. 153
• 1911 Pa. LEXIS 674

Syllabus

<p>Corporations — Meetings—Withdrawal of stockholders — Quorum—Bylaws — Election of chairman — Election of officers.</p> <p>1. If a corporate meeting is once organized and all parties have participated, no person or faction can then, by refusing to vote or by withdrawing, thereby defeat the organization, or render the subsequent proceedings invalid.</p> <p>2. The stockholders who attend the meeting and then without cause voluntarily withdraw are in no better position than those who voluntarily absent themselves in the first instance.</p> <p>3. The duty of holding an annual election of a corporation is imposed by statute, and the time and place for holding it are fixed by the by-laws. The duty as to the time and place of holding the election is quite as imperative as the provision relating to the amount of stock necessary to constitute a quorum.</p> <p>4. Even a majority of the stockholders of a corporation cannot capriciously withdraw, after a corporate meeting is legally organized, for the very purpose of breaking a quorum, and then ask the courts for relief on the ground that a quorum was not present when the act complained of was done. Where there is a legally constituted meeting, the acts of a majority of those present are the acts of the corporation, though such majority is less than a majority of the total number of stockholders or shares.</p> <p>5. In the absence of statute or by-laws otherwise providing the stockholders may select a chairman to preside at the annual meeting by a viva voce vote. A stock vote is not required to give validity to • the meeting; but even where a stock vote is demandable, a request therefor coming after the organization has been effected is too late.</p> <p>6. A by-law of a corporation was as follows: “The holders of a majority of the stock issued shall constitute a quorum for the transaction of business at any regular or special meeting. If no quorum be present at any meeting so called a less number may meet and adjourn from time