Meetings for the election of. officers follow ing the law of the corporation must be called by the person or persons designated for that purpose; Congregational Society of Bethany v. Sperry, 10 Conn. 200; Reilly v. Oglebay, 25 W. Va. 36; though it has been held that it need not always be by formal action or with strictness of procedure if it is done by their direction ; Hardenburgh v. Bank, 3 N. J. Eq. 68; Citizens' Mut. Fire Ins. Co. v. Sortwell, 8 Alien (Mass.) '217; contra; Reil ly v. Oglebay, 25 W. Va. 36 ; Goulding v. Clark, 34 N. H. 148 ; Third School District in Stoughton v. Atherton, 12 Metc. (Mass.) 105; they must • be duly assembled; German Evangelical Congregation v. Pressler, 14 La. Ann. 799 ; whether of stockholders ; Peirce v. Building Co., 9 La. 397, 29 Am. Dec. 448; or directors; Despatch Line of Packets v. Mfg. Co., 12 N. H. 205, 37 Am. Dec. 203; El ' liot v. Abbot, 12 N. H. 549, 37 Am. Dec. 227; Herrington v. District Tp. of Liston, 47 Ia. 11; upon due notice; 5 Burr. 2681; in ac cordance with charter or by-laws; Cogswell v. Bullock, 13 Allen (Mass.) 90; Stow v. Wyse, 7 Conn. 214, 18 Am. Dec. 99; Stock holders of Shelby R. Co. v. R. Co., 12 Bush (Ky.) 62; and when there is no provision as to method, personal notice is proper ; Stow v. Wyse, 7 Conn. 214, 18 Am. Dec. 99 ; or according to general statute law, if there be such; In re Long Island R. Co., 19 Wend. (N. Y.) 37, 32 Am. Dec. 429; but, though it is safer and better practice to give notice, in case of stated meetings for regular elec tions, notice is not required, but the mem bers are charged with notice of them; Samp son v. Mill Corp., 36 Me. 78; 4 B. & C. 441; Atlantic Mut. Fire Ins. Co. v. Sanders,. 36 N. H. 252 ; People v. Peck, 11 Wend. (N. Y.) 604, 27 Am. Dec. 104; while of special meet ings there must always be notice; 2 H. L. Cas. 789 ; People v. Batchelor, 22 N. Y. 128 ; Com. v. Guardians of Poor of Philadelphia, 6 S. & R. (Pa.) 469; and the failure to not tify a member will avoid the proceed ings, 5 Burr. 2681; 4 B. & C. 441; 4 A. & E. 538; People v. Batchelor, 22 N. Y. 128; un less notice is waived by attendance, as, if all are present, each of them waives the want or irregularity of notice; Jones v. Turnpike Co., 7 Ind. 547; People v. Peck, 11 Wend. (N. Y.) 604, 27 Am. Dec. 104. Such waiver will not opekate as against a positive direction of the charter; 1 Dill. Mun. Corp. § 264 ; and when there is no pro vision as to notice it must be personal; Sav ings Bank of New Haven v. Davis, 8 Conn. 191; Wiggin v. First Freewill Baptist Church, 8 Metc. (Mass.) 301; Harding v. Vandewater, 40 Cal. 77.
As to what constitutes a quorum at elec tions, see MEETINGS ; QUORUM.
As to all the details of the conduct of elec tions, the provisions of state statutes, char ters, or by-laws, must be strictly pursued and will generally be found to cover the subject. Where a statute provided for three ?inspectors, it was held that two could act; In. re Excelsior Fire Ins. Co., 16 Abb. Pr. (N. Y.) 8. The method of appointment pre scribed must be strictly followed; People v. Peck, 11 Wend. (N. Y.) 604, 27 Am. Dec. 104; though in certain emergencies the corpora tors, may appoint; Matter of Wheeler, 2 Abb. Pr. N. S. (N. Y.) 361; and a candidate has been held not disqualified; Ex parte Will cocks, 7 Cow. (N. Y.) 402, 17 Am. Dec. 525; but this is so contrary to well settled and judicious legal principles that it cannot be considered desirable. An election otherwise valid will not be avoided because inspectors were not sworn; In re Chenango County Mut. Ins. Co., 19 Wend. (N. Y.) 635 ; or the oath taken not subscribed by them; Matter of Wheeler, 2 Abb. Pr. N. S. (N. Y.) 361.. In the absence of a statute to the contrary, their duties are ministerial, and they cannot act upon the challenge of a vote except to follow the transfer books ; In re Long Island R. Co., 19 Wend. (N. Y.) 37, 32 Am. Dec. 429;
or put the challenged party on' oath; id. note; or pass judicially upon proxies regu lar on their face; In re Election of Direc tors of St. Lawrence Steamboat Co., 44 N. J. L. 529; because not acknowledged or wit nessed; In re Cecil, 36 How. Pr. (N. Y.) 477; but this would be otherwise if, as is often the case, the charter requires witness es. They may not reject votes once receiv-. ed ; Hartt v. Harvey, 10 Abb. Pr. (N. Y.) 321; nor go beyond the ballot to ascertain the intention of the voter ; Loubat v. Le Roy, 15 Abb. N. C. (N. Y.) 16. Ballots in which only the initials of a candidate were inserted have been held sufficient when it was determined by a verdict who was in tended thereby ; People v. Seaman, 5 Denio (N. Y.). 409. If the statutes provide that only a certain number are to chosen, bal lots containing more names will not be counted; State v. Thompson, 27 Mo. 365; 2 Burr. 1020; votes for ineligible candidates were formerly held to be "thrown away ; " 2 Burr. 1021 note; but it has been held in a later case that such votes will not give the election to a minority candidate unless the voters knew of the ineligibility ; In re Elec tion of Directors of St. Lawrence Steam boat Co., 44 N. J. L. 529.
There is no common-law right to vote by proxy, except in England in the House of Lords; 1 Bla. Corn. 168 ; Com. v. Detwiller, 131 Pa. 623, 18 Atl. 919, 992, 7 L. R. A. 357, 360; and in public or municipal corporations, voting can only be done in person ; 2 Kent 294; in private corporations, the right of voting by proxy is usually conferred by charter and the weight of authority is that, if not so conferred, it may be done by by law; id. 295; Com. v. Detwiller, 131 Pa. 614, 18 Ati-919, 992, 7 L. R. A. 357, 360 ; People v. Crossley, 69 Ill. 195 ; Moraw. Corp. § 486; contra; People v. Twaddell, 18 Hun (N. Y.) 427; Taylor v. Griswold, 14 N. J. L. 222, 27 Am. Dec. 33. A proxy may be revoked, even if given for a valuable consideration, if about to be used fraudulently ; Reed v. Bank, 6 Paige Ch. (N. Y.) 337; and voting by proxy in fraud or violation the char ter may be restrained by injunction; Camp bell v. Poultney, Ellicott & Co., 6 Gill & J. (Md.) 94, 26 Am. Dec. 559. A certificate of election is not essential ; People v. Peck, 11 Wend. (N. Y.) 604, 27 Am. Dec. 104; but it is, when valid on its face, prima facie evi dence of election ; Hartt v. Harvey, 10 Abb. Pr. (N. Y.) 321; but a court on qeo warran to, may go behind it ; People v. Vail, 20 Wend. (N. Y.) 12.
It is probable that at common law each stockholder is entitled to but one vote with out respect to the number of shares held. In public and municipal corporations un doubtedly each member has but one vote, and it is said in connection with the state ment of this principle : "This rule has been applied to stockholders in a private corpo ration, and it has been held that such a shareholder has but one vote ; Cook, Stock & Stockholders, § 608. But this writer, after adverting to the almost universal practice of providing by constitution, statute, or char ter for a vote to each share of stock adds, "at the present day it is probable that no court, even in the absence of such provision, would uphold a rule which disregards the number of shares which - the shareholder holds in the corporation ; " id. And after a reference to the same common-law it is said: "But there are good reasons for holding that this rule has no application to ordinary joint stock business corporations of the present day ; " Moraw. Corp. § 476. Where the charter declared that the by laws make provision for the conduct of elections, it was held that a corporation might enact a Jay-law giving to stockholders a vote for each share of stock ; Com. v. Det wilier, 131 Pa. 614, 18 Atl. 990, 992, 7 L. R. A. 357, 360.
See MEETINGS; PRoxY; Quonum; CUMULA TIVE VOTING.