ng shall
be given. They are not mandatory, but directory, hence if all the
persons in a corporation should come together without any notice or
call whatever, and accept the charter, and do any other thing needful
to form the corporation, their action would be valid. Where the
regulations of a corporation definitely fix the place, the day, and
hour of the annual meeting at which the directors are to be elected,
no further notice of the meeting to the stockholders is needed unless
required by its charter or by-laws.

A case may arise in which other persons than those designated by
statute may call a meeting. Suppose a statute prescribes that the
persons named in the certificate of incorporation, or any three of
them, may call a meeting of the shareholders, and before giving notice
all of them had died? Then the meeting could be called by others.
Again, authority to create a corporation may fail through long delay
in calling a meeting and organizing. Should the notices for the first
meeting not be given as the law requires, it is nevertheless valid if
the shareholders have notice and join in waiving the mailing of the
required notices. Likewise a subscriber waives his notice of the first
meeting when he afterwards offers to pay for his shares.

If the by-laws require that an annual meeting shall be held at a
particular time, and those whose duty it is to call it, forget to do
so, it may be held afterwards, and the officers elected and other
business transacted would be as valid as if the meeting had been held
at the proper time.

Should the officer who ought to call a meeting refuse to do so he may
be compelled by law to call it. This proceeding is called a mandamus,
and is issued at the instance or request of the shareholders.

"Besides annual meetings, corporations hold many stated or regular
meetings at monthly or other times. Thus if a meeting of proprietors
must be called by twelve of them, a call signed by eleven is
defective. If a statute requires a committee of a society to sign the
call, it cannot be signed by the clerk, nor by him for them. If the
trustees of a corporation must issue the call, this cannot be done by
the president. If exclusive authority to issue the call is vested in
the directors, it cannot be exercised by the president and secretary.
If the articles of association provide that meetings of shareholders
may be called by the board of directors, or by any three shareholders,
the president and