cashier cannot issue a valid call. But if a board
consists of three members and there is a vacancy, the other two may
act and give the notice."
A well understood distinction exists between the calling of regular
and special meetings. Regular meetings are held in the way set forth
in the charter and by-laws of a corporation; special meetings are
called at irregular times on proper authority. A notice for a special
meeting must state the object of it, and no other business can be
transacted. On the other hand unless the regular meeting is of great
importance no mention need be made of its object in the notice.
An authorized meeting may be adjourned from time to time without
giving further notice, for it is only a continuation of the original
meeting. Says an eminent judge: whether a meeting is continued without
interruption for many days, or is adjourned from day to day, or from
time to time, many days intervening, it is evident that it must be
considered the same meeting.
A meeting may be legally held though one of its members is incapable,
physically or mentally, from receiving notice. "The law cannot look
into the capacity of the stockholders to transact business, but can
only regard the capacity of the aggregate body when duly assembled."
On the death of a stockholder, the purchaser, if the stock has been
sold, should have it transferred, or give distinct notice to the
company how notices of its meetings should be sent to him; if
neglecting to do this, he cannot charge the corporation with neglect
should it continue to send notices to the former address.
Two other points may be mentioned concerning notices. One is, they may
be waived and this is often done. Many a question though arises, what
action amounts to a waiver of notice. If each shareholder attends in
person or by proxy and participates in the meeting, he cannot
afterward question its legality because he received no notice of it.
An improper notice may also be cured by ratification. Thus if a
secretary calls a meeting instead of the directors, and his action is
properly ratified by them, the call is effective. More generally, the
action of a meeting will be declared valid where it appears that every
stockholder who did not participate in the meeting ratified its action
afterwards. An election of trustees of a church may be valid even
though the notice lacked the proper length of time and the names of
the trustees whose seats became vacant at the elect
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