Corporations—Issuance of Bonds—Irregularity in Calling Meetings—Estoppel to Deny Validity of Bonds.—Where a corporation has accepted and appropriated to its own use the full value. of bonds which it has issued, it is estopped to attack the validity of the bonds on the ground that notices of meetings of the directors, at which the bonds were authorized, were not properly given.

Id.—Action on Bonds—Necessity of Pleading Estoppel.—In an action against the corporation to foreclose the trust-deed executed to secure the payment of such bonds, wherein the defense of want of authorization is interposed, the plaintiff may, without having pleaded such estoppel, introduce evidence to establish it; and the fact that at the trial the plaintiff, after establishing her prima facie case, introduces the other evidence in anticipation of the defense of want of authority, does not affect the merits of the ease, nor change the rule applicable with respect to pleading.

Id.—Irregularity in Bond Issue—Notice to Agent—Whether Imputable to Principal.—The fact that a director of the corporation was the agent of the bondholder in purchasing the bonds, and hence had notice of irregularities in their issuance, did not impart notice to the bondholder nor preclude her from relying upon such estoppel; notice to him having come in his capacity as director rather than as agent.

Id.—Estoppel as to Bonds—Whether Extends to Mortgage Given to Secure Them.—The estoppel in this ease of the corporation to question the validity of the bonds extends to the trust-deed or mortgage executed to secure their payment; the bonds containing full recitals as to the execution of the trust-deed and the several instruments being all parts of one transaction.

Id.—Trust-deed—Failure of Trustee to Act—Durr of Court to Put Itself in His Place.—If such trust-deed provides that on default in payment of interest the principal should become due at the election of the trustee, and that, upon the holder of one-fourth of the bonds tendering satisfactory indemnity, the trustee shall take such action as the bondholder requests, the rights of the bondholder will not be allowed to fail by reason of the omission or refusal of the trustee to perform his duty, but the court will put itself in the place of the trustee, and, on .demand of the bondholder, exercise its power to enforce those rights. The situation is one calling for the application of the maxim: “That which ought to have been done is to be regarded as done, in favor of him to whom, and against him from whom, performance is due.”

Id.—Right of Bondholders to Enforce Trust-deed Where Trustee Refuses to Proceed.—A provision in the trust-deed that no “bondholder or bondholders- shall take any proceedings to enforce the provisions hereof, until he shall have requested the trustee in writing to take proceedings and shall have tendered to the trustee satisfactory indemnity as hereinbefore provided, and the trustee shall have refused or neglected after the lapse of a reasonable time to take such proceedings,” is equivalent to a statement that after such a request and refusal the bondholders may proceed in some appropriate manner to enforce the provisions of the deed.

Id.—Meeting of Directors—Notice—Necessity and Man-ner of Giving.—Section 320 of the Civil Code declares that when no provision is made in the by-laws of a corporation 'for regular meetings of the directors, all meetings must be called by special notice in writing, to be given to each director. Where the by-laws name the day for regular meetings, but do not name the hour of the day, notice must be given. \

Id.—Interested Director—Whether may Participate in Action of Board or be Counted as Part of Quorum.—A director cannot participate in an action of the board of directors of a corporation authorizing a contract or the performance of an act for his own benefit, nor be counted as part of a quorum for the purposes of any such action by the board.

Id.—Notice of Directors’ Meeting—Quorum—Sufficiency of Evidence to Show.—In this action to enforce a deed of trust exeeuted by a corporation to secure the payment of bonds issued by •it, the evidence is sufficient to sustain the findings of the trial court that notices were given of the directors’ meetings at which the bonds were issued and that quorums were present.