of joint executors issues a proxy authorizing the vote of the
stock belonging to the estate, and the other executor is present at
the stockholders' meeting, the vote of the stock by the executor who
is present is deemed a revocation of the proxy given by his
co-executor. And if a will gives to one of three executors the power
to vote the stock, and directs the other two to give him a proxy for
that purpose, which they decline to do, a court will order the proxy
to be given. And whenever stock is held by executors who are not
united in voting it, they cannot vote at all. A foreign executor
should present to the inspectors of election an exemplified copy of
his letters of administration, and having done so may vote on the
stock standing in the testator's name. An administrator has the right
to vote stock belonging to the estate, even though it has not been
transferred to him in the corporation's books.
A partner of a firm who owns stock in a corporation may represent the
stock in all meetings. He may therefore receive and waive notice of
them, vote when attending them, in short, participate in all matters.
And on the death of a partner the surviving partner has the right to
represent the partnership and vote on its stock.
Two other kinds of stockholders still require mention, sellers and
purchasers of stock and pledgors and pledgees. Until a transfer is
entered on the books of a corporation, "the transferee, as between
himself and the company, has no right beyond that of having the
transfer properly entered. Until that is done, the person in whose
name the stock is entered on the books of the company is, as between
himself and the company, the owner to all intents and purposes, and
particularly for the purpose of an election."
Many questions have arisen between pledgors and pledgees about their
rights to vote the pledged stock. Of course, whenever an agreement has
been made by them this must be respected. In other cases, if the
record remains unchanged, the pledgor can vote the stock. But if the
pledgor has transferred his right to vote the stock, he cannot ask a
court to restore his right to vote it until the purpose for which it
was pledged has been satisfied. Again a pledgor who pledges his stock
not in good faith as security for a loan, but to enable the pledgee
to vote it and effect an unlawful purpose, cannot do this and so
defeat a statute which provides that the real owner, the pledgor, may
vote his stock.
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