Commonwealth v. Roydhouse

Opinion by Mr. Justice Potter, The questions here involved were so thoroughly considered, and so fully discussed by the learned judge of the court below, that little room remains for further elaboration. Upon his findings of facts, we agree with his conclusions of law, viz.: “1. The stockholders’ voting trust agreement of July 27, 1910, created an inactive trust, and the trustee’s ballot was properly rejected by the judges at the corporate election. “2. As the trustee holding thus a bare legal title and registered as owner on the certificate and transfer books was disqualified from voting under the first section of the Act of assembly, May 26, 1893, P. L. 141, the beneficial owner was entitled to do so, upon furnishing satisfactory proof of ownership. “3. A by-law of the company which provides that a stockholder’s right to vote depends upon being registered as owner of the shares on its books for twenty days before a corporate election, does not affect the right of the beneficial owner to vote under the second section of the act of 1893 above cited.” We are satisfied that a proper construction of the voting trust agreement, which was shown in this case, requires that it should be regarded as a revocable power, without any beneficial interest in the trustee. The only [241] responsibility of the latter was to vote as directed, and to distribute the amount received as dividends. This was not sufficient to constitute an active trust, and the case therefore differs from Boyer v. Nesbitt, 227 Pa. 398, where there was an agreement containing all the elements of an active trust. The votes which were tendered at the corporate election, in behalf of the trustee were properly rejected, under the terms of sec. 1 of the act of May 26, 1893. It follows, under the provisions of the second section, that the beneficial owners of the stock were then entitled to vote thereon, upon furnishing to the judges of the election, satisfactory evidence of ownership. The court below found as a fact that ownership by the stockholders who executed the personal proxies for the shares in question, was established by proof to the board of election, before the proxies were received. This finding is justified by the record. Nothing more was required to authorize the reception of the votes. The right to vote by proxy is expressly conferred upon stockholders of all corporations of this commonwealth, by the Act of March 5, 1903, P. L. 14. The proxies in this case were made out to Mr. French, “or in his absence to C. Percy Wilcox;” and it is suggested that Mr. French was not absent at the time Mr. Wilcox exercised the right to vote under the proxies. It is of no practical importance whether Mr. French or his alternate performed the duty of voting; but we think an examination of the evidence fairly justifies the conclusion that Mr. Wilcox was within the scope of his authority in voting under the proxies. No objection to the acceptance of his vote upon this ground, was made at the time by anyone. None of the shareholders who executed the proxies are complaining, and it seems that they all subsequently ratified in a formal way, the action of Mr. Wilcox. The assignments of error are all overruled, and the decree of the court below is affirmed at the cost of appellant.