Coolbaugh v. Herman

Citations

• 221 Pa. 496
• 70 A. 830
• 1908 Pa. LEXIS 521

Syllabus

<p>Corporations — Election of officers — Objection to voting of stock — Act of May 26,1893, P. L. 141 — Undisclosed trust.</p> <p>Under the Act of May 26, 1893, P. L. 141, relating to the election of directors of a corporation, it is not necessary that objection to the voting of stock should be simultaneous with the offer of the ballot. It was not the intention of the legislature that a delay of a few moments on the part of the objector should render the protest void.</p> <p>When a statute directs certain proceedings to be done in a certain way, or at a certain time, the law will be regarded as directory and the proceedings under it will be held valid, though the command of the statute as to form and time has not been strictly obeyed; the time and manner not being the essence of the thing required to be done.</p> <p>Under the Act of May 26,1893, P.L. 141, election judges at a meeting of the shareholders of a corporation are bound to reject votes offered in the name of an undisclosed trust.</p> <p>The purpose of the act of 1893 was to prevent the voting of stock by one not the owner or who was an undisclosed trustee, and the essence of the requirement as to the objection is that it must be made at a time when it may be considered and passed upon by the election officers, and the disputed ballot rejected if unlawfully offered.</p> <p>The act of 1893 was passed to further define evidence of stock ownership and the right to vote thereon. Under its provisions if the person in whose name the stock stands and who is offering a vote thereon either in person or by proxy, is not the owner thereof either in his own right or as active trustee, with the character of his trusteeship disclosed on the face of the certificate or transfer books in connection with his name, he is not entitled to vote the stock.</p>