ELECTIONS IN CORPORATIONS. The power of election by corporations may apply either to corporate officers generally, or to the selection of new members to fill vacan cies in those corporations, whose nature and composition require them to consist of mem bers and not of holders of capital stock, as eleemosynary corporations. ,The election of members of a corporation of the former class is, in general, regulated by the char ter, or other constituent law of the corpora bon, or by its by-laws, and their provisions must be strictly followed. In the absence of express regulations it is a general principle that the power of election of new members, or when the number is limited, of supplying vacancies, is an inherent power necessarily implied in every- corporation aggregate. It is said to result from the principle of self preservation; 2 Kent 293 ; 1 Rolle, Abr. 513 ; 8 East 272.
If the right and power of election is not adequately prescribed by the charter, a cor poration has power to make by-laws consist ent with the charter, and not contrary to law, regulating the time and manner of elec tions and the qualifications of electors, and manner of proving the same; 3 Term 189; Corn. v. Woelper, 3 S. & R. (Pa.) 29, 8 Am. Dec. 628 ; Com. v. Detwiller, 131 Pa. 614, 18 Atl. 990, 992, 7 L. R. A. 357, 360 ; and if there be no by-law established usage will be re sorted to ; Juker v. Com., 20 Pa. 484. In many states there are general statutes on this subject, and in such case they must be strictly followed; 1 Thomp. Corp. § 745.
Unless under express provision as to spe cial meetings, or filling vacancies, elections of officers are held at regular meetings of the corporation. The time is nearly, if not always, regulated by statute, charter, or by laws, and such cases as are found on the subject are not as to any general principle ; 1 Thomp. Corp. § 701; the date cannot be changed by directors so as, by postponement of an annual election, to lengthen their terms ; Mottu v. Primrose, 23 Md. 482 ; a business meeting of a benevolent corpora tion may be held on Sunday ; People v. Benev. Society, 65 Barb. (N. Y.) 357; and a charter provision requiring the choice of di rectors at an annual meeting was held to be directory and not exclusive ; Hughes v.
Parker, 20 N. H. 58.
The place of meeting for elections is also usually regulated by the law of the corpo ration itself, and if there be none, it should unquestionably be done at its usual and principal place of business, or where it ex ercises its corporate functions. This is for corporate purposes its domicil, (q. v.) and the term residence is also applied to corpora tions, as the place where its business is done ; Bristol v. R. Co., 15 Ill. 436; Chicago, D. & V. R. Co. v. Bank, 82 Ill. 493; while it is a citizen only of the state by which it was created ; id. In the latter state only may constituent acts be done ; Bank of Augusta v. Earle, 13 Pet. (U. S.) 519, 588, 10 L. Ed. 274 ; Galveston, H. & H. R. Co. v. Cowdrey, Wall. (U. S.) 459, 476, 20 L. Ed. 199 ; Hilles v. Parrish, 14 N. J. Eq. 380. See also Arms v. Conant, 36 Vt. 750; Ohio & M. R. Co. v. McPherson, 35 Mo. 13, 86 Am. Dec. 128. Accordingly it has been held that votes and similar acts outside of the state creat ing it are void ; Miller v. Ewer, 27 Me. 509. 46 Am. Dec. 619 ; even under a provision au thorizing the calling of a first meeting at such a time or place as they think proper ; id.; but the appointment in one state of a secretary, by the directors of a manufactur ing corporation of another state, has been held valid ; McCall v. Mfg. Co., 6 Conn. 428 ; and a corporation created by a concurrent legislation of two states may hold meetings for elections in either; Covington & Bridge Co. v. Mayer,. 31 Ohio St. 317. In some states, as Minnesota, the Dakotas, and Colorado, the holding of such meetings is Permitted outside of the state; and in the latter state it is held that the fact that the annual meeting was held outside of the state cannot be raised in a collateral proceeding; Humphreys v. Mooney, 5 Colo. 282. Under an authority to call special meetings on no tice of time and place, they may be called by the president at a place other than the regular place of business.; Corbett v. Wood ward, 5 Sawy. 403, Fed. Cas. No. 3,223; and at such a meeting an election may be held if otherwise legal. Where no place is named in the charter; the directors may designate it, and officers elected at such meeting will be such de facto; Corn. v. Smith, 45 Pa. 59.