In re the Election of Directors of Cape May & Delaware Bay Navigation Co.

51 N.J.L. 78 | N.J. | 1888

The opinion of the court was delivered by

Depue, J.

The Cone stock had not been transferred to the executors on the company’s books. It stood there in the testator’s name. The inspectors of the election certify that for that reason they rejected the vote on that stock.

A corporation organized for the purpose of trade or business is an artificial person with perpetual succession, in which is vested the title to property real or personal, the affairs and business of which are managed and transacted by officers as trustees for the stockholders. The incidents of the ownership of shares of stock are the right to participate in the management of the corporation by the election of officers in the manner prescribed by the charter or by general laws, and to participate in the profits of the business and in the final disposition of the corporate property, and to restrain the diversion of the property of the corporation to purposes other than those for which it was created. As the means of enabling stockholders to participate in the management of the corporation, section 38 of the General Corporation act provides that each stockholder shall have one vote for each share of the capital stock held by him at all elections for managers or directors, unless otherwise provided in the charter, certificates of stock or by-laws. Rev., p. 184. Neither the company’s charter, nor its certificates of stock, nor its by-laws, contain any provision on this subject, if it should be competent to provide for inequalities in the voting powers of stockholders by certificates of stock or by-laws, unless the power to make such regulations is conferred by the charter. Cook on Stock and Stockholders, § 608. Section 36 makes the books of the corporation the only evidence as to who are the stockholders, and as such entitled to vote at elections. Rev., p. 183. As between parties, no other evidence of the transfer of property in the stock will avail against the books upon the question of the right to vote. Downing v. Potts, 3 Zab. 66, 76; In Matter of St. Lawrence Steamboat Co., 15 Vroom 530. Thus far the act regulates the right of voting where the person who appears by the company’s books to be the owner of the stock is living and has neither a guardian nor a trustee. Section 39 makes provision in case of death of the stockholder, or where his property is under the care and control of a guardian or trustee. It enacts that “ every person holding stock in any company as executor, administrator, guardian or trustee shall represent the shares 'of stock in his hands at all meetings of the company, and may vote accordingly as a stockholder.”

It is insisted on behalf of the successful ticket that the inspectors of election, in receiving votes, must be controlled entirely by the books of the company, and could not receive the vote on any stock unless the right of the person tendering the vote to cast such vote appears by the books, and that notwithstanding section 39, the executor of a deceased stockholder is not entitled to vote on his testator’s stock unless his right to vote as such appears by the books. The statute contains no provision for entries on the books touching a right in respect of stock except for transfers, and the transferee of shares of stock by a transfer entered on the books becomes a stockholder, with the rights and the liabilities of a stockholder, and is entitled to vote as such. The corporation books are evidence of the ownership of the stock by the testator or intestate, and the section in question gives to the executor, administrator, guardian or trustee virtute officii the right to vote thereon in his representative capacity, and no formal transfer or entry is necessary to confer this right. In Matter of North Shore Staten Island Ferry Co., 63 Barb. 556 ; Cook on Stock and Stockholders, § 612.

The testator’s domicile at the time of his death was in Pennsylvania. His will was probated in that' state, and the letters testamentary produced before the inspectors were issued by the Pennsylvania Court. Shares of stock in a corporation are personal property, and the probate of a will in the courts of the testator’s domicile is conclusive with respect to the title to personal property. Although an executor or administrator appointed in the state in which the deceased had his domicile cannot sue in the courts of another state unless authorized to do so by a statute of the latter state (Noonan v. Bradley, 9 Wall. 394), yet he may receive and discharge debts due the deceased voluntarily paid to him in another jurisdiction (Wilkins v. Ellett, 9 Wall. 740, 742; S. C, 108 77. S. 256, 259); may transfer choses in action belonging to the estate of the deceased which are negotiable, so as to enable the assignee to sue in the courts of another state in his own name (Harper v. Butler, 2 Pet. 239; Peterson v. Chemical Bank, 32 N. Y. 21, 44; Mackey v. St. Mary’s Church, 1 New. Eng. Rep. 141); may receive dividends on stock held by the deceased in corporations of another state; may compel the transfer of such stock to himself, or sell and transfer it to another, if administration has not previously been taken out in the latter state at the instance of creditors. Hutchins v. State Bank, 12 Metc. 421, 426; Middlebrook v. Merchants Bank, 3 Keyes 135; Merrill v. N. E. Mutual Insurance Co., 103 Mass. 245, 248; Luce v. M. & L. R. R. Co., 2 New Eng. Rep. 263. These acts may be done in another state by an executor or administrator under letters granted at the testator’s domicile, for the reason that letters granted by the courts of the domicile of the testator or intestate by operation of law vest in the executor or administrator the entire personal estate of the testator or intestate wherever situate, and the title so derived will be recognized by comity by the courts of other jurisdictions, unless creditors residing in such jurisdictions have intervened and taken out letters for their protection. This principle applies in the construction of the thirty-ninth section of the 'General Corporation act. An executor taking title under a .grant of letters of probate at the testator’s domicile is the holder of stock belonging to his testator within the meaning of this section, and is entitled to vote thereon as such.

The letters testamentary issued by the Pennsylvania court Avere conclusive proof of the executor’s title to the stock, and of his right to vote in respect thereof. The votes tendered were wrongfully rejected. If the votes rejected had been received, the Edmunds ticket would have had a majority of Ml the votes cast, and the votes in favor of that ticket would have represented a majority of all of the shares of the capital stock of the company. Under such circumstances the practice •is to set aside the election certified, and to order the admission of those who would have been elected if votes wrongfully rejected had been received. In Matter of St. Lawrence Co., 15 Vroom 529, 536.

There Avill be an order accordingly.