meeting is a special one, notice must also be given of the purpose for which the meeting is called, and only the matter stated in the notice can be considered.

Quorum.-"A majority of the directors or trustees of every corporation convened according to the by-laws thereof shall constitute a quorum for the transaction of business. The members owning a majority of the stock in stock corporations and a majority of the members of other corporations shall constitute a quorum at any meeting thereof except when otherwise specially provided by law or by the articles of organization of the corporation."

Election of officers. "When not otherwise specially provided by law or by the by-laws of any corporation, the directors or trustees thereof shall call and order the elections of the officers of such corporation annually; and if they refuse to do so or if from any other cause it shall happen that an election of directors or trustees shall not take place at the annual meeting, such corporation shall not be deemed dissolved thereby, but the former officers shall continue to act as such until their successors shall have been elected and qualified, and a special election may be called by the proper officers of such corporation for electing such officers by giving such notice as is required for the annual election; but if such officers shall refuse or neglect to call such special election for ten days after the time fixed for the annual election, or if there be no officers authorized to call such special election, then any two or more members of such corporation may call a special meeting for the election of officers in the manner prescribed" by statute for the holding of the first meeting of a corporation for election of officers. (See section 2, this chapter, paragraph on "Temporary Control.") "When the day fixed for the annual election of officers or other meeting of a corporation shall fall on Sunday or on a legal holiday, such election or meeting shall be held on the next succeeding secular day."

By-laws.-Every corporation has the inherent power to make by-laws for the conduct of its business. By-laws, in order to be valid, must have certain qualifications. Among these may be mentioned, that they must be reasonable, not against the law of the state, must not conflict with the articles of incorporation, and must be of general application. A bylaw directed against an individual stockholder or which

attempts to take away some right given a stockholder by law is void. By-laws are made by the stockholders at a regular or special meeting.

A corporation has also the right to make reasonable rules and regulations for the conduct of its business and all those having notice thereof will be bound thereby. Bylaws govern only the members of the corporation, whereas rules and regulations govern all those dealing with the corporation or in its employ, having notice thereof. The following are some decisions in Wisconsin on by-laws:

A by-law which requires that all stockholders shall consent before a member can transfer his stock is void as against public policy.

The by-laws of a religious corporation provided that "the annual meeting for the election of officers shall be held on the first Sunday of July in each year, and the monthly meeting shall be held on the first Tuesday of each month at half past seven o'clock, P. M." The question arose whether the phrase "at half past seven o'clock P. M." applied to the annual as well ast he monthly meetings. The court decided that a practical construction of this by-law by the corporation itself, not being unreasonable or against positive law, by acting under it in a certain way, would be recognized. "Our view respecting the function and office of the court in cases like this, no question being made that the by-law is unreasonable, against law, or contrary to public policy, is, that the court must construe and give effect to the by-law in the same manner and upon the same principles that it would construe and give effect to an agreement in writing made and entered into between private individuals. The rules respecting the construction of contracts and agreements in writing are well understood. If the language of the contract is plain and unambiguous, it is a question of law, for the court, to determine the intention of the parties from the words used. If, on the other hand, the language is doubtful, or the intention not clearly expressed, and the ambiguity is such that it may be explained by other evidence, or if the meaning of the terms used is to be ascertained and determined by extrinsic proof, then the construction is usually a question of fact, for the jury......Usage may be shown in explanation of the bylaw, and to establish the intention of the society or its members in enacting it. It may be proved by way of establishing

the practical construction put upon the by-law, which, as we have seen, if established, must prevail over the judicial construction which might otherwise be given. Contrary to the rule which obtains in the construction of general or public laws, which does not permit the introduction of parol or other extrinsic evidence of this nature to aid in solving doubts or removing ambiguities arising upon the language employed by the legislature, the proof may here be admitted for that purpose......

The regulation of a common carrier, that baggage must be checked a certain length of time before trains or boats depart, if the length of time is reasonable, is valid. Regulations requiring baggage to be checked in order that the company may be held for its loss are usually valid if brought to the attention of passengers. The mere posting of notices not seen by a passenger, however, will not relieve the carrier. A regulation requiring ladies to ride in one car and gentlemen not accompanying ladies in another is valid, providing sufficient accommodations for all passengers are furnished.

A by-law of the Milwaukee Chamber of Commerce provided that members were prohibited from "gathering in any public place in the vicinity of the Exchange Room" and "forming a market" for the purpose of making contracts for future delivery of grain before or after the hours fixed for the session of the exchange, and provided that any member violating it should be expelled. It was decided by the court to be a valid by-law and that a member who had violated it and had been expelled would not be re-instated as a member by the court.

A public boom corporation by its directors made a regulation that the amount of boomage charges should be ascertained by counting the logs "into the boom." This regulation was held to be reasonable and binding on those dealing with the corporation.

Suits for unpaid subscriptions.-As already stated, the corporation itself may bring a suit for unpaid subscriptions. If the stock was watered and issued as fully paid, the corporation would have no right to bring such a suit, however. In some cases, when watered stock has been issued, or subscriptions are unpaid, creditors who cannot enforce their claims against the corporation for want of assets on which to levy, and who gave credit in the belief that the stock issued was

fully paid, may maintain suit against the corporation and delinquent stockholders to enforce payment of the amount due from the holders of stock to the corporation. Such a suit, when brought by a creditor, must be brought against all the stockholders who are in arrears. The procedure is as follows: The creditor must obtain a judgment against the corporation, and an execution on the judgment must be returned unsatisfied. The creditor then brings a suit in equity in behalf of himself and other creditors of the corporation who are similarly situated and who wish to join in the suit; the corporation may be joined in the same suit. The court, if it finds that the creditors are entitled to relief, orders an accounting and appoints a receiver, and each delinquent stockholder is held liable for the debts of the corporation in proportion to the amount of unpaid subscription or stock held by him, not exceeding of course the total amount due from him.

Wages of employees.-The statutes of this state impose a special liability on stockholders for wages of employees of the corporation. It is provided that "the stockholders of every corporation, other than railroad corporations, shall be personally liable to an amount equal to the stock owned by them respectively in such corporation for all debts which may be due and owing to its clerks, servants and laborers for services performed for such corporation, but not exceeding six months' service in any one case. Whenever any railway corporation in this state shall be placed by any court in this state in the hands of a receiver, whether upon foreclosure or creditor's bill, it shall be the duty of such receiver to report immediately to the court so appointing him the amount due by said railroad company or by the person or persons who were operating said road at the date of such receiver's appointment to employees and laborers upon said road, and it shall be the duty of said court to order the said receiver to pay out of the first receipts and earnings of said railway, after paying current operating expenses under his administration, the wages of employees and laborers which had accrued within six months prior to the appointment of such receiver."

The suit in its procedure is similar to that for unpaid subscriptions in that the plaintiff must sue in behalf of himself and all others similarly situated, and must make all the stockholders parties, but he need not first obtain judgment.

Sequestration suit. It is provided by statute that any judgment creditor whose judgment, execution having been issued thereon, shall have been returned unsatisfied in whole or in part, may petition or bring an action and that the circuit court within the proper county may sequestrate the stock, property, things in action and effects of such defendant corporation and may appoint a receiver of the same.

In such an action as this all claims of the corporation against stockholders, or claims against it in favor of creditors, and claims for abuse of trust against the officers, may be enforced, and the entire business of the corporation wound up. After a receiver has been appointed all creditors are restrained from bringing any other action against the corporation, and must present their claims against it in the sequestration suit within a certain time limited by the court.

There is a similar suit provided for against insolvent banks. In a suit against a bank for sequestration and the appointment of a receiver the person making the application need only be a creditor without having obtained judgment. After a receiver has been appointed, the entire rights and liabilities of the corporation, its officers, stockholders and creditors, are adjusted in the one suit, and no other suit can be commenced.

SECTION V.

CORPORATION OFFICERS.

In general.-A corporation, being an artificial entity, can act only through its officers and agents. A corporation has the implied power to elect or appoint such officers and agents as may be necessary to conveniently transact its business. The number and character of the officers of a corporation are usually defined in the articles of incorporation, and their duties are also defined with particularity in the by-laws. Under the laws of Wisconsin the stockholder at their annual meeting elect the directors of the corporation and the directors in turn elect the other officers, such as president, vice-president, secretary, treasurer, etc. No particular qualifications are ordinarily required for an officer of a corporation. It is provided by statute that "the stock, property, affairs and business of every such stock corporation shall be under the care of and be managed by a board of directors who shall be chosen annually