Vassault

The general question to be determined concerns the validity of the election of Yassault and others as members of the board of trustees of the corporation plaintiff. Several minor questions, supposed to affect the principal question stated, were made at bar. It is claimed that the by-laws of the corporation do not provide for an annual meeting at which less than a majority of the entire stock is *537 represented, and that such a by-law, even if attempted, is not authorized by the statute. The views we entertain as to the necessity of notice, and the sufficiency of the notice under which the stockholders’ meeting in this instance was held, render it unnecessary for us to express an opinion upon the other questions referred to.

The statute (Hitt., Sec. 936) requires that the board of trustees shall be “annually elected by the stockholders, at such time and place, and upon such notice * * * as shall be directed by the by-laws of the company.” The plain meaning of this is that the annual meeting cannot, unless all the stockholders be actually present and consenting in person or by proxy, be legally held until after notice of the time and place thereof first be given in some authentic…