San Buenaventura Commercial Mining & Manufacturing Co. v. Vassault

By the Court: The general question to be determined concerns the validity of the election of Yassault and others as members of the board of trustees of the corporation plaintiff. Several minor questions, supposed to affect the principal question stated, were made at bar. It is claimed that the by-laws of the corporation do not provide for an annual meeting at which less than a majority of the entire stock is [537]represented, and that such a by-law, even if attempted, is not authorized by the statute. The views we entertain as to the necessity of notice, and the sufficiency of the notice under which the stockholders’ meeting in this instance was held, render it unnecessary for us to express an opinion upon the other questions referred to.

The statute (Hitt., Sec. 936) requires that the board of trustees shall be “annually elected by the stockholders, at such time and place, and upon such notice * * * as shall be directed by the by-laws of the company.” The plain meaning of this is that the annual meeting cannot, unless all the stockholders be actually present and consenting in person or by proxy, be legally held until after notice of the time and place thereof first be given in some authentic and legal mode. Here, there was none given, unless we consider that the first clause of the twelfth by-law of this corporation of itself operated the requisite notice. That clause is as follows: “The annual meetings of the stockholders shall be held on the third Monday in April, at the office of the company, in San Francisco.”

Conceding that this by-law is notice per se that the annual meeting of stockholders will be held on the third Monday in April of each year, it is insufficient as a notice of the point of time during that day at which the meeting is to be held.

Had the by-law in question provided that the annual meeting should be held in the third week of the month of April of each year, it would have been clearly insufficient as a notice of the time at which the meeting would be held, and would have been construed as merely directing the proper officers to give notice of a meeting to be held at some specified time during the designated week.

The fact that the by-law here names a day upon which, instead of a toeelc within which, the annual meeting is to be held, while it may diminish, does not remove the uncertainty as to the time at which it is to be held. A meeting held on that day, at any time within the business hours customarily observed in San Francisco, might be fairly claimed to have been held pursuant to the notice. A body of the stockholders might meet at ten o’clock A. m. of that