Lippman v. Kehoe Stenograph Co.

Citations

• 11 Del. Ch. 80
• 95 A. 895
• 1915 Del. Ch. LEXIS 18

Syllabus

<p>Though General Corporation Law (22 Del. Laws, c. 394) § 8, provides that until directors are elected the signers of a certificate of.incorporation shall have the direction of the affairs and of the organization of the corporation, etc., and though in perfecting the organization they act as incorporators, and not as stockholders, and though possibly each incorporator is entitled to the benefit of the others' help in the discharge of such duties, and may decline to act with the holder of a proxy from other incorporators, yet where three incorporators, being the only stockholders and persons interested, acquiesced in two of them acting by proxy at a meeting to organize the corporation, the meeting was valid, and could not be impeached by them or any one else.</p> <p>A special meeting of the directors of a corporation was invalid where one of the directors was not present, and neither had nor waived notice prior to the meeting, though after the meeting he signed a waiver of notice and signed the minutes of the meeting, since, while presence at the meeting waives notice, and so a waiver may properly be executed before the meeting, a waiver subsequent to the meeting is ineffective.</p> <p>The personal presence of each director of a corporation at a meeting of the board of directors is obligatory, and a director cannot vote by proxy, as his personal judgment is necessary, and he cannot delegate or assign or abdicate his powers.</p> <p>A director of a corporation by signing a notice of'a meeting of the directors did not agree that another director, although absent from the meeting, could, by subsequently assenting to the proceedings by signing the minutes, discharge his duties as a director, or be treated as making a quorum.</p> <p>General Corporation Law, § 138, providing that, when any notice is required thereunder, a waiver in writing, whether before or after the time stated therein, shall be equivalent thereto, does not authorize a director to waive notice of a speci