Mercantile Library Hall Co. v. Pittsburg Library Ass'n

Citations

• 173 Pa. 30
• 33 A. 744
• 1896 Pa. LEXIS 654

Syllabus

<p>Corporations — Notice of directors' meetings.</p> <p>In the absence of a by-law or a custom to the contrary at least one full day’s notice should be given of a directors’ meeting of a corporation.</p> <p>Notice of a special meeting of the directors of a corporation was dated and mailed to the members of the board on January 2, and called for a meeting on January 3, at four o’clock. There was no evidence that the notices were received by the members before the morning of the day on which the meeting was fixed. There was no by-law nor custom as to the time within which the notice should be given. JHeld, that the notice was insufficient in time.</p> <p>Corporations — Directors' meetings — Special meetings — Notice.</p> <p>A special notice of a directors’ meeting stated that the object of the meeting was “ to hear the treasurer’s report, and transact any other business which may come before them.” The meeting was called for a Saturday which was the last business day that the board would be in existence, prior to the election of their successors at the stockholders’ meeting on the following Monday. The impression which some of the members had from the notice was that the meeting was to be merely a formal meeting to pass on annual reports and similar matters of routine prior to the approaching stockholders’ meeting. As a matter of fact the meeting was called to authorize a lease which practically divested the corporation of all its property and of all its active functions. Held, that the notice of the special meeting was insufficient to sustain the action of the directors in authorizing the lease.</p> <p>Corporations — Lease—Directors—Stockholders—Surrender of property a,nd functions.</p> <p>A lease by a corporation which surrenders the control of all the company’s property, divests the company of all its active functions, and practically winds up its existence, except for such formal continuance as may be necessary for the receipt and distribution among its stockholde