in the case of a large corporation whose stockholders are numerous and widely separated, especially if its notices are uniformly published in the same newspaper.

The notice for publication may be as follows:

Form 40.-Notice of Special Meeting of Stockholders.

New Era Printing Company:

Notice is hereby given that a special meeting of the stockholders of the New Era Printing Company will be held at the office of said corporation, No. 50 Printing House Square, in the City of Washington, D. C., on the 15th day of May, 1904, at 10 o'clock A. M., for the purpose of considering and acting upon a proposition to move the plant of said Company to a new site, and to transact all such other business as properly pertains to and is connected with such removal. Said meeting has been called by order of the President of said corporation.

Washington, D. C., May 4, 1904.

J. F. WESTON,
Secretary.

§ 48. Waiver of Notice.

A convenient method of insuring unquestioned validity of the proceedings taken at a special meeting is to obtain a waiver of notice from every stockholder. This method is specially recommended when it is desired to hold a meeting earlier than it could be held if the full legal notice were given according to the statute or by-laws.

When the stockholders are few and easily accessible, the officers of the corporation well known to

the stockholders, and the stockholders harmonious, it is often convenient to procure a formal waiver of notice, especially if it be desirable to hold a special meeting at an earlier date than the time specified in the by-laws, or statute, for giving notice. By this method, a meeting may sometimes be held within a few hours after the occasion for the meeting arises. Such waiver should be in writing, filed with the Secretary; and the minutes should clearly refer to such waiver and filing as to absent stockholders, in connection with a statement as to those present. It may be remarked that a waiver is as effectual for an annual, as for a special meeting. In either case, care should be taken that there is a waiver on file for each and every stockholder not actually notified or in attendance.

The waiver is often attached to a notice; in other instances it is unattached. The call and waiver of notice of annual meeting (see Form 27) will answer for a special meeting by changing the word "annual" to "special."

§ 49. Compliance With Legal Formalities RequiredHow Special Stockholders' Meeting Is Conduct.d.

The requirement that the purpose of the meeting shall be stated in the notice must be strictly complied with. However the call originates, the duty of notifying the stockholders devolves upon the Secretary. He must see that notice is given in accordance with the provision of the statute or by-laws to every stockholder. A failure to so notify one of them

leaves it in his power to nullify everything done at such meeting.

The by-laws should, and usually do, provide for special meetings of stockholders. Where there are statutory provisions on the subject, of course the bylaws may not conflict therewith; but they may provide requirements additional to those of the statute. Usually they merely embody the statutory provisions. But whatever the requirements, it is essential to the validity of business transacted at a special meeting that it be called in conformity thereto. The meeting should be organized, the notice proved, the presence of a quorum ascertained, and the meeting proceeded with in all respects as at a regular meeting, except that no business should be transacted other than that specified in the notice, unless all the stockholders are present, or represented by proxy.

Where all are present, mere dissent from the decision upon matters not specified in the notice, evidenced by voting upon the proposition does not invalidate the action taken. But it is thought that it would be otherwise if even one of those present protested against the taking of action on a matter not specified in the notice. The notice is required to specify the business to be done for a double purpose: first, to call the attention of the stockholder to the fact that such meeting is to be held; secondly, to give him time to consider how he will vote upon the proposed business.

The addition to the specification in the notice of the words, "and such other matters as may come before

such meeting," does not authorize action upon any matters not specified in the notice.

As previously stated, there is no material difference between the manner of conducting a regular and a special meeting. Obviously, no matters required by law to be attended to at the regular meeting would be in order at a special meeting.

Matters specified in the call may be called up by the chairman or any stockholder present and proceeded with, and disposed of by motion or resolution. If it be a matter of considerable importance, and it usually is, it would be better to embody it in a resolution, so as to enable the Secretary to keep a complete record.

53. Proxy to Vote Shares Owned by Corporations. 54. Revocation of Proxies.

50. Of the General Right of Voting by Proxy.

The right of voting by proxy, like that of cumulating, is of statutory origin; but it has become so universal a custom in the United States that the right would at the present day probably be held to exist even in the absence of statutory provisions, where so provided in the by-laws. The form of authority so to vote is immaterial, provided the intention to substitute the person to whom it is given be made clearly to appear. Nevertheless, there are well settled limitations upon the right, as well as established rules of construction of the instrument conferring it. A proxy cannot be used for any other purpose than that for which it was given. When it authorizes the holder to vote for directors, he cannot represent the stockholder on other questions, such as a dissolution of the corporation, or sale of the entire corporate property and business.

It is a common practice, and also convenient as well as entirely commendable, if not perverted to unfair advantages, for the Secretary to send out with the notices of stockholders' meetings, proxies in blank, with

T