State ex rel. Webber v. Shaw

Citations

• 103 Ohio St. (N.S.) 660

Syllabus

<p>Corporations — Rules and regulations — Constitute contract between corporation and members' — Section 8704, General Code — • Stockholders^ meeting and quorum — Annual meeting adjourned subject to call — Right of stockholders to call meeting — Section 8647, General Code.</p> <p>1. The rules and regulations of an Ohio corporation made' pursuant to Section 8704, General Code, not in contravention of any other statutory provisions, have all the force of contracts as between the corporation and its members and as between the members themselves, and provisions of such regulations stating the place of holding stockholders’ meetings and the number of shares of stock constituting a quorum are valid and binding.</p> <p>2. When the annual meeting of the stockholders of a corporation has been regularly convened the stockholders may by action of a majority of the shares of stock represented in person or by-, proxy at such meeting adjourn the same to a future date subject to call, and during the interim between such annual meeting and the adjourned session stockholders may not legally call another meeting by virtue of the provisions of Section 8647, General Code.</p>