MEETING. A number of people having a common' duty or function, who have come together for any legal purpose, or the trans action of business of a common interest; an assembly.
One person does not constitute a meeting; 2 Q. B. Div. 26 ; but where all of certain preference shares were held by • one person and a "meeting" was called, it was held com petent for him to hold such meeting, preside, move resolutions, etc. ; [1911] 1 Ch. 163.
In the law of corporations the term ap plies to every duly convened assembly either of stockholders, or of directors, managers, etc.
A distinction is made between general stated meetings of a corporation and special meetings. The former occur at stated times usually fixed by the constitution and by laws ; the latter are called for special pur poses or business. Generally speaking, every member of a corporation has a right to be present at every meeting thereof, and to be notified of the meeting, in some way; People v. Batchelor, 22 N. Y. 128 ; 2 H. L. C. 789. In the absence of a by-law or a custom to the contrary, at least one full day's notice must be given of a directors' meeting of a corpo ration; Mercantile 'Library Hall Co. v. Li brary Ass'n, 173 Pa. 30, 33 Ati. 744.•An omission to give the required notice will generally, though it be accidental, invalidate the proceedings ; 7 B. & C. 695; see Bank of Little Rock v. McCarthy, 55 Ark. 473, 18 S. W. 759, 29 Am. St. Rep. 60 ; but it will not, where the action taken thereat is duly rati fied at a subsequent meeting ; Taylor County Court v. R. Co., 35 Fed. 161. When all who are entitled to be present at a meeting are present, whether notice has been given or not, and no objection is made on account of the want of formalities, there is a waiver of the want of notice ; People v. Peck, 11 Wend. (N. Y.) 604, 27 Am. Dec. 104; Minneapolis Times Co. v. Nimocks, 53 Minn. 381, 55 N. W. 546; but if any one member is absent or re fuses to give his consent the proceedings are invalidated ; People's Mut. Ins. Co. v. West cott, 14 Gray (Mass.) 440. Notice should be personal; Stow v. Wyse, 7 Conn. 214, 18 Am. Dec. 99 ; in writing, and signed by the prop er person ; Johnston v. Jones, 23 N. J. Eq. 216 ; should state the time and place of meet ing, and, if a special meeting, the business to be transacted ; People's Mut. Ins. Co. v. West
cott, 14 Gray (Mass.) 440; L. R. 2 Ch. 191. Ordinarily, notice of stated meetings is not required ; People v. Batchelor, 22 N. Y. 128. A general notice, not specifying the business to be transacted, is all that is necessary to authorize the transaction of the ordinary business affairs of the. corporation; In re Argus Co., 138 N. Y. 557, 34 N. E. 388.
All proceedings carried on by the mem bers of a corporation, while sitting outside of the state which created it, are void; Wood Hydraulic Hose Min. Co. v. King, 45 Ga. 34; Freeman v. Water Power & Mill Co., 38 Me. 343; Duke v. Taylor, 37 Fla. 64, 19 South. 172, 31 L. R. A. 484, 53 Am. St. Rep. 232; Montgomery v. Forbes, 148 Mass. 249, 19 N. E. 342; Smith v. Mining Co., 64 Md. 85, 20 Atl. 1032, 54 Am. Rep. 760; but this rule does not apply to the meetings of the directors of a corporation; Moraw. Priv. Corp. § 533; Newburg Petroleum Co. v. Weare, 27 Ohio St. 343; Smith v. Alvord, 63 Barb. (N. Y.) 415; and a corpOration created by the laws of two states may hold its meetings and transact its business in either state; Coving ton & C. Bridge Co. v. Mayer, 31 Ohio St. 317.
Where a corporate election of officers was held at a place other than that fixed by the by-laws, it was held that the election of di rectors thereat was valid; Union Nat. Bank of Troy v. Scott, 53 App. Div. 65, 66 N. Y. Supp. 145. Special meetings of directors may be held, although the by-laws are silent on the subject ; United Growers Co. v. Eisner, 22 App. Div. 1, 47 N. Y. Supp. 906.
A corporate contract made without ap proval at a lawful meeting of the directors may be binding on the company if the nego tiations leading up to it were known to the members of the board, and the other party had made large expenditures in the matter, and both companies had acted under the contract for a considerable length of time; Greensboro Gas Co. v. Gas Co., 222 Pa. 4, 70 Atl. 940, 128 Am. St. Rep. 790. See Blackwell, Meetings; 2 Weimer, Corp. Law, App., for an interesting paper on corpo rate meetings, by George M. Dallas; FAMI