Commonwealth ex rel. Verree v. Bringhurst

Chief Justice Meecttr delivered the opinion of the court, The relators are stockholders of the Philadelphia Iron and Steel Company. It was incorporated by special Act of 12th of April 1867. The contention is, whether the stockholders may vote by proxy, in the animal election of officers of the corporation ? Section 2 of the Act declares ‘-'the affairs of said company shall he managed by a board of five directors, one of whom shall be the president, who shall he chosen by the stockholders. All elections shall be by ballot, and every share of stock upon which the required instalments have been paid, shall entitle the holder thereof to one vote.” Section 3, inter alia, authorizes the corporation to “ make all needful rules, regulations, and bylaws for the well ordering and proper conduct of the business and affairs of the corporation. Provided the same in no wise conflict with the constitution and laws of this State or of the United States.” The charter in no wise refers to voting by proxy. Ho by-! law has been adopted authorizing the stockholders to so vote. ¡ In the absence of any express authority in the charter, and without any by-law authorizing it, the question is whether the stockholders may vote by proxy. In other words, is it a power necessarily incident to the corporate rights of the stockholders'( A corporation is the mere creature of the law. It canuotj exercise any power or authority other than those expressly) given by its charter, or those necessarily incidenkto the power and authority thus granted, and therefore, in estimation of law, partj of the same: Wolf v. Goddard, 9 Watts 550; Diligent Fire Co. v. Commonwealth, 25 P. F. Smith 291. The right of voting at an election of an incorporated com-j pany by proxy is not a general right. The party who claims it must slow a special authority for that purpose: Angelí & Ames on Corporations § 12S ; Philips v. Wickham, 1 Paige’s Cases in Chancery 590. In this case, Chancellor Walworth says, the only case in which it is allowable at the common law is by the peers of England, and that is said to be in virtue of a special permission of the King. He adds “ it is possible that it might be delegated in some cases by by-laws of a corporation, where express authority was given to make such by-laws, regulating the manner of voting.” In the People v. Twaddell, 18 Hun 427. it was held, a stockholder cannot so vote unless expressly authorized by the charter or by-laws. Taylor [138] v. Griswold, 2 Green (N. J.) 222, holds that a right of voting by proxy is not essential to the attainment and design of a charter, and even a general clause therein authorizing the company to make by-laws for its government was insufficient of itself to give that right. In State v. Tudor, 5 Day (Conn.) 329, there was no clause in the charter authorizing the stockholders to vote by proxy : yet the company made a by-law authorizing them to so vote. The validity of this by-law was sustained by a ma jority of the court. So in People v. Crossley, 69 Ill. 195, effect was given to a by-law of the corporation, authorizing voting by proxy, the by-law not being in conflict with the Constitution and laws of the state. . That a right to vote by proxy is not a common law right, and therefore not necessarily incident to the shareholders in a corporation appears to have been recognized in Brown v. Commonwealth, 3 Grant 209, and in Craig v. First Presbyterian Church, 7 Norris 42. The selection of officers to manage the affairs of this corporation requires the exercise of judgment and discretion. They must be elected by ballot. The fact that it is a business corporation in no wise dispenses with the obligation of all the members to assemble together, unless otherwise provided, for the exercise of a right to participate in the election of their officers. Although it be designated as a private corporation, yet it acquired its rights fiom legislative power, and it must transact its business in subordination to that power. As then the relators cannot point to any language in the charter expressly giving a right to vote by proxy, and it is not authorized by any by-law, they have no foundation on which to rest their claim. Judgment was correctly entered for the defendants on the demurrer. Judgment affirmed.