3 Grant 209 | Pa. | 1856
The opinion of the court was delivered
There is some difference of opinion on the question whether the stockholders in a corporation purely of a private nature have a right to vote by proxy. Nale v. Indor, 5 Day, 329; Taylor v. Griswold, 2 Green’s N. J. Rep. 223; Angel & Ames on Corporation, 95. But it seems reasonable to hold that in a case where the shareholders are embarked in a common enterprise, and where the vote of each affects the interest of the others in the management of the concern; the election of directors shall take place under circumstances favorable to a consultation with each other, so that they might have the benefit of each other’s views and information relative to their common interest. This can only be done by requiring the stockholders to be present when voting. It is not necessary, however, to decide this question in the case now before us. The charter declares that “ each person being present at the election” shall be entitled to vote, and there is no provision in favor of voting by proxy. By the term “■present" we understand the charter to mean an actual, not a constructive presence. This is the ordinary sense of the word. The clause in question by strong implication excludes all voting by absent stockholders. The errors in conducting the former elections passed sub silentio, and cannot control the clear intention of the
Judgment affirmed.
