same time idle to suppose that the presence of every stockholder, or every director, can be procured upon shorter notice than that prescribed by law. By the use of the following form, only the signatures of all the members entitled to attend and take part in a general meeting of the stockholders will render valid the proceedings of the meeting, though held without notice, even though a minority fail to attend. Form 27.-New Era Printing Company. Call and Waiver Confined. First Meeting of Stockholders. The undersigned being all the incorporators and stockholders of the New Era Printing Company, hereby call the first meeting of the stockholders to be held at room 15, No. 50 Printing House Square, in the City of Washington, D. C., on the 1st day of March, 1904, at 10 o'clock a. m., for the organization of the Company and the transaction of all such business as may be incident thereto; and hereby waive all requirements as to notice of such meeting and consent to the transaction thereat of any and all business which may come before said meeting. Dated February 28th, 1904. E. P. JONES, JAMES WILLARD, ASA ROBERTS, J. F. WESTON, we The same form with slight change will suffice as a call and waiver for the annual, or any special stockholders' meeting. 25. Waiver of Notice, Subsequent to Meeting. The irregularity of a failure to give notice to an individual stockholder can be waived by ratification at a subsequent meeting, by voting to approve minutes reciting that he was present participating, and in other Attendance at a regular meeting where only ordinary business is transacted, is a waiver of notice. as to all such business. But mere attendance at a special meeting is not a waiver of notice as to unusual business, where the by-laws require that the business. to be done shall be specified in the notice, or where a particular form and manner of notice is prescribed by statute. The right to object to irregularites in giving notice is personal, however, to each stockholder, so that one cannot object on the ground that another was not notified, where the latter has waived notice. 26. How First Meeting Conducted. The first, or organization meeting, is necessarily special, as at its date no by-laws have been adopted fixing a time for regular meetings. It is a meeting whose regularity and binding effect are dependent entirely upon a strict compliance with requirements governing special meetings, the most important of which are, notice to each and every incorporator, and a mention of purposes of the meeting in the call, or notice. It is also peculiar in this, that there being no prescribed. order of business, the incorporators are left to their discretion as to how they will conduct the meeting. While the business to be transacted at the first meeting is important, it is well understood among the incorporators to be so, and the proceedings are usually devoid of friction or serious differences of opinion. The adoption of by-laws is the most important business to be attended to, and these are usually prepared in advance by general agreement among the incorporators, and are so framed as to best subserve and promote the corporate interests and carry out the common policy. Yet there are often matters of concern upon which it is desired that the board of directors shall take action to which their attention is called, or as to which they are instructed by motion or resolution. The time within such a meeting should be called to order after assembling will depend largely upon the circumstances in each case. There should be no unreasonable delay, and yet sufficient time should evidently be given to enable the members to assemble. The meeting should not be delayed so long as to create the impression that no meeting is to be held and thus cause. part of the stockholders to disperse. A measure cannot, after such unreasonable delay, be legally adopted which could not have been adopted but for the delay. This rule is equally applicable to all meetings. The minutes of this meeting should show compliance with all statutory requirements and formalities. For forms of minutes and duties of the Secretary pertaining thereto, see Chapter 14. In a few of the States, directors are not named in the charter, or articles, but are required to be elected at this first meeting. Where that is the case, the proceedings do not differ from those taken to elect at annual stockholders' meetings. See also Chapter 14. A motion is the ordinary and most convenient form in which business is presented at a meeting, whether of stockholders or of directors. The form of the motion is of no importance, so long as it correctly expresses the purpose of the movant. If the matter presented by the motion be at all complicated, it had best be presented in the form of a resolution. In some corporations, especially those organized for other purposes than for profit, all resolutions are required to be referred to a committee without debate. There, a motion would have an advantage over a resolution in this, that it would bring the matter directly before the meeting and permit of its being immediately discussed and disposed of, and that without taking the chances of an adverse report from the committee. The movant should see that the secretary understands and properly records the substance of the motion. If the secretary is in doubt as to what the motion was, he should seek information from the movant. The latter, if he deem the matter important, should furnish the secretary with a written memorandum for the purpose. It is not often that the affairs of the corporation are in such shape as to allow the transaction of business other than that provided by statute to be done at the first meeting. Nevertheless, there is no limitation upon the powers of the stockholders to then and there consider and act upon corporate matters, except as circumscribed by the terms of the charter or articles. All other business than that usually done at such meeting should be postponed, however, until after the adoption of a code of by-laws; and it would be better if it were postponed until after all the matters necessary to complete the organization were attended to. § 27. Resolutions. A resolution is a formal method of presenting a proposition for the consideration of a deliberative assembly. The presentation of a resolution otherwise than in writing would be so unusual a procedure that it would scarcely be treated otherwise than with ridicule. The secretary should always enter the name of the persons presenting a resolution. Resolutions range as to their length and scope all the way from a few words to several pages. If the subject be complicated, or the resolution concern a matter wherein legal conditions precedent or concurrent must be taken cognizance of, one or more "Whereases" followed by recitals of facts, may precede the resolution proper. In other instances, the "whereases" constitute mere concrete arguments in support of the resolution, or resolutions. The forms of resolutions at stockholders' meetings, hereinafter inserted with their appropriate headings, are self-explanatory, and may serve as a guide in the preparation of all other resolutions which it may be necessary to offer. (See Index under catchword "Resolutions" and the forms there referred to.) § 28. Authority and Power of Membership Assembled at Meetings. While the members, or stockholders, in meeting assembled, are not the corporation, yet, as a directing and governing agency they are only limited in power over it by the charter or articles, and general laws. The term "corporate meeting" is often used to denote an |