notwithstanding be validly made after that day, or after that hour, at a reasonable time, the designation of the time being merely directory. Nor need the person elected be then present, if near enough to enter upon the duties of the office. (Foot v. Mayor of Truro, 1 Stra. 625; S. C. 2 Stra. 697; Rex v. Poole, 7 Mod. 195; Rex v. Courtenay, 9 East. 261; Atto. Gen. v. Scott, 1 Ves. Sen. 415; People v. Runkle, 9 Johns. 147; King v. Mayor, &c., of Norwich, 1 B. & Ad. (20 E. C. L.) 310.)

If the charter prescribes no form or mode of election, every candidate must be proposed and elected singly, and not all by one vote; for in the latter method, each elector, in order to get in some particular person, may compromise his opinion as to the others, and thus persons may be introduced who are not the choice of a majority. (Rex v. Monday, Cowp. 539.) But see Queen v. Brightwell, 10 Ad. & L. (37 E. C. L.) 171.)

When the meeting to elect officers is properly constituted, whoever has a majority of all the votes cast, whether it be a majority of those present or not, is elected, supposing there be nothing in the charter to the contrary. If the members neglect to vote, it is their own default, and does not invalidate the act of the others. And so it is, although those who do not vote protest against an election at that time altogether. So also, if a majority of the electors bestow their votes upon one whom they know to be unqualified, the votes given after they are made acquainted with the disqualification are thrown away, and the minority who vote for a qualified person will elect their man. (Rex v. Foxcroft, 2 Burr. 1020-221; S. C. 1 W. Bl. 229; Claridge v. Evelyn & als, 5 B. & Ald. (7 E. C. L.) 81, 86; King v. Parry, 14 East. 561; King v. Hawkins, 10 East. 211; King v. Bridge, 1 M. & S. 76.)

To vote by proxy is not a right generally existing at common law, as incident to all corporations. It may perhaps belong of right to shareholders in joint stock companies; but in corporations where no property attaches to members, and in all cases where a personal trust is to be exercised, it exists only where given by the charter, or possibly by a by-law of the company. (2 Kent's Com. 294 n; Atto. Gen'l v. Scott, 1 Ves. Sen'r, 417; Phillips v. Wickham, 1 Pai. (N. Y.) 590.)

The person to vote upon shares is generally the party named on the company's books as the shareholder. Hence, it is said the mere tenant for years of the shares cannot have the privilege; and hence, too, trustees who are charged with the management of the subject, possess it; as does the pledger of stock, in case of the hypothecation,

until it is actually transferred to the pledgee. (Ang. & A. Corp. 97, & seq.)

To choose too many persons as officers vitiates the whole election; whilst an election of too few is good as far as it goes, and requires only to be supplemented as to the additional persons. (Ang. & A. Corp. 100, 101.)

The reception of illegal votes does not necessarily avoid an election, but it must appear that to exclude the illegal votes would have produced a different result (Exp. Murphy, 7 Cow. (N. Y.) 153; In re Chenango Mut. Ins. Co. 19 Wend. (N. Y.) 635.) On the other hand, where votes are erroneously rejected, the only remedy is to set the election aside, not to regard them as received, and given to the contestant. (Ang. & A. Corp. 103.)

Where the charter pronounces an irregular election void, no formality or proceeding is required to annul it; but in the absence of such a provision in the charter, an irregular election is not void, but voidable only, remaining in force until it is annulled by judicial sentence. Hence, where a majority of the votes are given to an ineligible candidate, of whose disqualification, however, no express notice is given to the voters, a party having the minority of the votes is not duly elected, but if declared so, and he accepts the office, he can only be removed by judicial proceedings. (Ang. & A. Corp. 102-23.)

Any de facto officer of a corporation, claiming to have authority, and allowed for a long time to act as such, must be presumed rightfully in office, without further proof, and his acts are, in general, binding upon the body accordingly. (Bk. of U. States v. Dandridge, 12 Wheat. 79; Burr v. McDonald, 3 Grat. 215.)

There seems to be no legal reason forbidding the inspector of a corporate election to be voted for at it, his office, it is said, being purely ministerial, and not judicial; yet it is surely undesirable, on moral grounds, that one appointed to secure a fair expression of opinion, and to certify it, should himself be one of the parties interested. (Ang. & A. Corp. 105–6.)

Officers elected for a certain term hold over, it seems by the common law, until their successors are chosen and qualified, independently of any provision to that effect in the charter, although such provisions are generally inserted. (2 Kent's Com. 238.)

5. Disfranchisement of Members, and Amotion of Officers; W. C.

1o. Disfranchisement of Members.

In case of corporations owning property divided into shares, no shareholder is liable to be expelled for any cause

whatsoever, unless it be specially so provided in the charter; but as by purchase of stock he becomes a member, so by transferring it he ceases to be such, without the concurrence of the corporation in either case, save to record the transfer of the shares. (Davis v. Bk. of England, 2 Bingh. (9 E. C. L.) 393; Ang. & A. Corp. 405,

& seq.)

But in case of corporations of a different charactere. g., municipal, religious, benevolent, scientific, &c., where there is no specific share of property vested in each corporator, disfranchisement may take place as incident to the very nature of the corporation, and as being the consequence of a breach of the conditions tacitly annexed to every such franchise, for every infamous offence of which the corporator shall be convicted in due course of law, and for every act contrary to his duty as a corporator. (Rex v. Richardson, 1 Burr. 538-'9; Ld. Bruce's case, 2 Stra. 819; Com'th v. St. Pat. Soc., 2 Binn. (Pa. 448, 441; Rex v. Andover, 3 Salk. 229; Rex v. London, 2 Lev. 201; Rex v. Guildford, 1 Lev. 162; Rev. v. Rogers, 2 Ld. Raym. 777; Comm'th v. Guardians of Poor, 6 Serg. & R. (Pa.) 469.)

It is a dictate of natural justice that no one shall be condemned unheard, "not founded in book-learning," as a great jurist has observed, "but engraved upon the heart." (Ld. Camden in Shipley's case, 5 Campb. Lives of Chan'rs, 289; Acts xxv. 16; John vii. 51); and hence, no proceeding to expel a member can be had until he has been duly notified to appear. He is not disfranchised ipso facto, upon the occurrence of a delinquency, but must be regularly convicted thereof, after having a reasonable opportunity to defend himself. (Baggs' case, 11 Co. 99 a; Rex v. Richardson, 1 Burr. 540; Rex v. Liverpool, 2 Burr. 731; Innes v. Wylie, 1 Carr. & Kirw. (47 E. C. L.) 257; Rex v. Lynne Regis, 1 Dougl. 174; Rex v. Faversham, 8 T. R. 256; Harman v. Tappenden, 1 East. 562; Com'th v. Penn. Ben. Instit., 2 Serg. & R. 141.) This principle is much insisted upon, and never relaxed where rights are in question. Summary as are the proceedings against an attorney at law charged with impropriety of conduct, yet before a judgment disbarring him can be rendered, he should have, says the Supreme court of the United States, "notice of the grounds of the complaint against him, and ample opportunity of explanation and defence. This is a rule of natural justice, and should be equally followed when proceedings are taken to deprive him of his right to practise his profession, as when they are taken to reach his real or personal property. And

such has been the general, if not the uniform practice of the courts of this country and of England. There may be cases, undoubtedly, of such gross and outrageous conduct in open court, on the part of the attorney, as to justify very summary proceedings for his suspension or removal from office; but even then he should be heard before he is condemned. The principle that there must be a citation before hearing, and hearing, or opportunity of being heard before judgment, is essential to the security of all private rights. Without its observance, no one would be safe from oppression, wherever power may be lodged." (Exp. Robinson, 20 Wal. 512; Bradley v. Fisher, 13 Wal. 354; Exp. Bradley, 7 Wal. 375; Exp. Garland, 4 Wal. 378.)

2o. Amotion of Officers of Corporations.

The power to amove officers, unless restrained by the charter, is, from the necessity of the case, as much incident to a corporation as the power of making by-laws. (Ld. Bruce's case, 2 Stra. 819; Rex v. Richardson, 1 Burr. 539; Rex v. Lynne Regis, 1 Dougl. 149.) If the officer be a ministerial one, holding during pleasure, he may, in general, be removed without notice or trial, and is, in fact, removed by the appointment of a successor. But if he holds during good behavior, or for a fixed term, he can only be removed after summons, and after having had license and opportunity to answer for himself. (Warren's case, 3 Cro. (Jac.) 540; Middleton's case, 3 Dy. 332 b n (28); Rex v. Thame, 1 Stra. 115; Ld. Bruce's case, 2 Stra. 819; Rex. v. Richardson, 1 Burr. 539; King v. Lynne Regis, 1 Dougl. 149. See Burr v. McDonald, 3 Grat. 106.)

The causes for which an officer may be removed are stated in the cases just cited, and Ang. & A. Corp, 415. See also Regina v. Truebody, 2 Ld. Raym. 1275; King v. Lynne Regis, 1 Dougl. 158; King v. Mayor, &c. of Portsmouth, 3 B. & Cr. (10 E. C. L.) 152; Regina v. Bailiffs of Ipswich, 2 Ld. Raym. 1233, 1237; Rex v. Mayor, &c. York, Id. 1566; Rex v. Chalke, 1 Ld. Raym. 226; Rex v. Corp'n Wells, 4 Burr. 2000; R. v. Mayor of Andover, 3 Salk. 229; Rex v. Taylor, 3 Salk. 231.)

The causes for which he may not be removed are illustrated in Symmer's case, Cowp. 502; King v. Williams, 2 M. & S. 144; Rex v. Mayor, &c., Leicester, 4 Burr. 2087, 2003; Rex v. Chalke, 1 Ld. Raym. 226; Reg. v. Mayor &c. Ipswich, 2 Do. 1238; Rex v. Taylor, 3 Salk. 231.)

As to the resignation of a corporate officer, which may be either express or implied, see Ang. & A. Corp. 424, &c. 64. Subscription for, and Assessment upon, Shares in Joint Stock Companies.

A subscription for shares in a joint-stock corporation is a contract, for which in a company already existing the consideration to the subscriber is the interest he acquires in the franchises, and to the company, the money paid, or liabilities assumed by the shareholder. In a corporation not yet organized, the consideration to each subscriber is the mutual obligation of the other subscribers, whereby a contract results amongst the individuals until the corporation is organized, and then, it is said, with the corporation ; but as to the latter proposition quære! The capital subscribed for is, with us, usually payable in instalments, and as each instalment may be separately recovered when it falls due, the statute of limitation attaches to each one from that time. (Ang. & A. Corp. 474 & seq.)

In Virginia some provision by statute exists designed to regulate such subscriptions, at least where the charter is obtained from the Legislature, and before the stock is subscribed; for in the case of charters granted by the Circuit courts, the subscriptions needful to organize the association are contemplated as made before the charter is applied for, the registry thereof with the Secretary of the Commonwealth consummating the organization. (V. C. 1873, c. 57, § 59, 60.) Sometimes legislative charters declare certain persons a corporation for certain purposes, but where there is no provision to the contrary in the charter, the general law directs that the commissioners named in act of incorporation to receive subscriptions shall give thirty days' notice of the times and places for opening the books of subscription, and shall keep them open for ten days, and longer if need be. The shares are to be $100 each, payable, in case of a bank of circulation, $10 per share at the time of subscribing, $25 immediately after the election of the first board of directors, $25 thirty days thereafter, and of the remaining $40, $20 in three, and $20 in six months after such election. In the case of any other corporation, $2 per share is to be paid at the time. of subscribing, and the residue as may be required by the president and directors. The sums payable at the time of subscribing are paid to the commissioners. The commissioners at the place first named in the charter, as soon as sufficient stock is subscribed, are to give notice thereof in a newspaper for not less than two weeks, and to call a general meeting of the subscribers at a certain time and place, not less than fourteen nor more than thirty days from the first day of such publication. The subscribers, and their personal representatives and assigns, shall stand incorporated from the time of such meeting, unless the meeting itself determine otherwise. (V. C. 1873, c. 57, § 1 to 6.)