_MEETINGS OF STOCKHOLDERS 1. Stockholders' ineetings.—Stockholders are in most cases required to act in meeting, altho in some matters written approval of a question brought for ward by the directors is all that is required by law. Areiy frequently corporations place matters before the stockholders which do not require their sanction, but which are more satisfactorily settled in this way. The directors are but the agents of the stockholders, and they act wisely when they refer very important matters to their principals.
Stockholders' meetings are either regular or spe cial. In most cases the only regular stockholders' meeting is the annual meeting at which the directors are elected and the reports of the officers for the year are received. In most states—the notable exception is Delaware—meetings of stockholders must be held in the state.
Some of the Canadian companies acts are explicit as to the place for holding general meetings; others are not, the matter being left to the discretion of the directors. The Ontario Act, for instance, declares that meetings of shareholders, directors and executive committees shall be held at the place of the head office of the company except when otherwise provided by the special act, letters patent or the by-laws of the company, but shall not be held outside of Ontario unless when so authorized in one of the ways just mentioned. The Dominion Companies Act is less ex plicit: "Directors of the company shall be elected by the shareholders, in general meetings of the com pany assembled at some place in Canada." This is practically equivalent to saying that the annual gen eral meeting at which directors are usually elected must be held in Canada, while the actual place of meetings is left to be determined by the letters pat ent or the by-laws. The Manitoba Act is to the same effect, except that meetings for the election of direc tors are to be held within the province. The place where annual meetings of the company may be held, may be fixed in the directors' by-laws provided the same is not contrary to law or the letters patent.
The Quebec Companies Act provides that by-laws of the directors for the holding of annual meetings must fix the place of such meeting within the province. Apparently there is no such restriction as to special meetings of the company assembled at some place within the province. Under the New Brunswick Act, permission is given to hold annual meetings out of the province where such permission is applied for by the applicants for the letters patent, and the niajority of the applicants are residents of Great Britain, the United States, or any province of Canada. The lieutenant-governor in granting the letters patent may, if he deems it expedient, in any case, and upon application, grant permission to hold either shareholders' or directors' meetings out of the province.
2. Notice of meetings.—The statutes usually pro vide as to ivhat notice must be given to the stockhold ers or directors if a meeting is to be valid, but in the absence of statutory regulation the certificate of in corporation or the by-laws govern. The notice must generally be given a reasonable time before the meet ing is to be held so that it can be mailed to the last known address of each stockholder, and can be pub lished in some paper of general circulation—tho this requirement is sometimes omitted. It must state the time, the place and the purpose of the meeting. The following notice is typical: 3. Transaction of business.—Business need not be transacted with all the formality that is observed in deliberative bodies, but care should be taken to con duct meetings in a businesslike way, and to see that motions are definitely made, and that the sense of the nieeting is clearly understood by all present after there has been a reasonable amount of discussion. When opposition to the management has developed, the utmost care should be exercised in regard to the method of calling and conducting the meeting.