Hughes v. Citizens' Electric Light, Heat & Power Co.

Citations

• 226 Pa. 95
• 75 A. 15
• 1909 Pa. LEXIS 882

Syllabus

<p>Corporations — Stock—Option to directors to purchase stock — -Waiver.</p> <p>Where a by-law of a corporation provides that none of the stock of the company “shall be sold or transferred, unless the board of directors shall have received a notice thirty days previous thereto, and an option given said board to purchase it,” the directors are not bound to submit the option to the.stockholders for their acceptance or rejection of it, inasmuch as the option is given to the board and the board alone is to act upon it. The board, therefore, in the absence of fraud has the right to waive its right to the option and permit a transfer of the stock, and it cannot be enjoined by stockholders from exercising such a right.</p>