plaintiff's favor. After the commencement of this action and before final judgment, Directors Dunbar, Wallace, and McDougall without any notice to the other directors, assembled by mutual consent at the office of Emmons & Emmons in the city of Portland, and pretended to pass a resolution authorizing the president and secretary of the company to assign all its property to R. W. Emmons for the benefit of its creditors, after which a deed of assignment was executed in due form. It is claimed by plaintiff that the proceedings of this meeting are illegal and void, because it was convened without notice, verbal or written, to the directors who did not attend; and in this we think he is abundantly supported both by reason and authority. "It is indispensable to a legal meeting of the directors of a corporation for the transaction of business, that all the directors have notice, actual or constructive, of the time and place of the meetings. Otherwise, it might happen that a bare majority of the quorum present being a minority of the whole, would do some act contrary and in opposition to the will of the majority. The stockholders and other persons interested in the corporation are entitled to the combined wisdom of all the directors. Where the time and place has not been fixed by some other competent authority, such meetings must be called by personal notice to each member of the board of directors. It is not only a plain dictate of reason,' says Mr. Justice Cowan, 'but a general rule of law, that no power or function entrusted to a body consisting of a number of persons, can be legally exercised without notice to all the members composing such body.' (People v. Batchellor, 22 N. Y. 134.) And this is so for the transaction of even ordinary business. "It is no excuse to say that the three who were present all voted for the resolution, and had the other two been present the result would have been the same. The right to deliberate, and by their advice and counsel convince their associates, if possible, is the right of the minority, of which they cannot be deprived by the arbitrary will of the majority. (Com. v. Cullen, 13 Pa. St. 133.) "All persons interested in the corporation are entitled to the advice and influence as well as the votes of all the directors. And, says Mr. Morawetz, 'while it may not be the duty of every director to be present at every meeting of the board, yet it is certainly the intention of the shareholders that every director shall have a right to be present at every meeting, in order to acquire full information concerning the affairs of the corporation and to give the other directors the benefit of his judgment and advice. If meetings could be held by a bare quorum without notifying the other directors, the majority might virtually exclude the minority from all participation in the management of the company.' (Morawetz Corp. Sec. 532.) "Where the meeting is a general or stated one provided for in some resolution or by-law, notice of the time and place of the meeting is perhaps, in the absence of a different provision in the charter or by-laws of the company, not necessary. (State ex rel. v. Bonnell, 35 Ohio St. 10; People v. Batchellor, supra; Merritt v. Ferris, 22 Ill. 303; Warner v. Mower, 11 Vt. 385.) In such case each member is presumed to have notice of the day fixed for the meeting. But if the meeting be a special one, personal notice, if practicable, is necessary to each member unless all are present and participate in the proceedings. And such notice is essential to the power of the board to do any act which will bind the corporation, and without such notice or the presence of all the directors its acts are void." Question 691: Is a notice of a directors' special meeting necessary? If no notice is given and a majority of the directors attend and vote for the act in question, why is it material that the other directors are not notified? (Note: A majority of the directors is a quorum (in the absence of express provision otherwise) if the meeting is properly called and noticed; and a majority of the quorum may transact business. Thus it is possible for two out of five directors to pass resolutions.) CHAPTER 91 THE ADMINISTRATIVE OFFICERS OF THE CORPORATION § 730. Introductory. § 731. The President. § 732. The Vice President. § 733. The Secretary. § 734. The Treasurer. § 735. In general. § 736. Execution of contracts by officers of corporation. (See. Agency.) (Note: The President-The president of a corporation has the duty of presiding at directors' meetings and in some states, but not in others, he is presumed to be, in the absence of evidence to the contrary, a general manager. The Vice-President-The vice-president is an officer whose powers as such are very ill defined and usually reference must be made to the particular facts in the case. He may as a matter of fact, have very extensive powers, or his office may be purely honorary. The Treasurer-The treasurer has the charge of the books relating to his office, and the funds of the corporation. His duty is to receive the funds and pay them out upon proper vouchers or directions. He has very little implied power to bind the corporation. The Secretary-The secretary of the corporation has charge of its books and its seal, and his duty is to keep the usual secretarial books, attend to the ordinary details of management, send out notices of meetings, attend stockholders' and directors' meetings, and act as secretary of those meetings. Other Administrative Officers-Besides the officers named, any corporation may have certain other administrative officers whose powers and duties depend in each case upon the particular facts involved.) (Note: As to right of one person to hold more than one office see Case 690.) PART IV CREDITORS OF A CORPORATION Chapter 92. Corporate Bonds and Mortgages. §§ 737-749. (Corporations, Secs. 101-113.) (Note: These subjects covered in general fashion in Volume on Corporations, Commercial Law Series, were not covered in the first edition of this Case Book and the editor finds neither time nor space to include cases in this edition. Nor is it believed that they would be particularly helpful. As to liability of stockholders of insolvent corporation, see Chapter 85 supra.) PART V POWERS OF A CORPORATION Chapter 94. General Consideration of Powers of a Cor poration. Chapter 95. Certain Particular Powers Considered. § 750. (Corporations, Sec. 114.) A corporation as a creature of limited powers. (Note: It is a fact, to be amplified and illustrated by the cases in this and the following chapter, that a corporation is a creature of limited powers. There is a view that it has power to do things which under its charter it has no right to do, but it seems sounder logic that it is a creature of limited powers. Its powers are limited by its charter.) § 751. (Corporations, Sec. 115.) Powers inherent in corporate existence. (a) In General. (Note: See Thomas v. Dakin, Case No. 631, supra.) (b) Power to Commit Torts. Case 692. Pennsylvania Iron Wks. Co. v. Henry Voght Machine Co., 29 Ky. L. Rep. 861, 8 L. R. A. new series 1023. Facts: The defendant is a Pennsylvania corporation and the plaintiff a Kentucky corporation, and are rivals in the manufacture of ice machines: The Pennsylvania company opened an office in Louisville, Ky., and placed |