Sampson v. Bowdoinham Steam Mill Corp. , 36 Me. 78 ( 1853 )

Shepley, C. J. —

The legal existence of a Corporation capable of performing corporate acts, may be inferred from the grant of its charter, and that the persons named in it, or they and others associated with them, have held meetings, chosen officers, adopted by-laws, and performed other corporate acts, without a production of a legal record of the first meeting, or a formal acceptance of the charter. Trott v. Warren, 2 Fairf. 227 ; Penobscot Boom v. Lampson, 16 Maine, 224.

The first meeting of the defendant corporation appears to have been holden on June 19, 1837, when officers were chosen and a committee to draft by-laws. This meeting was continued by several adjournments to January 1, 1838, when the by-laws reported by the first named of that committee, were accepted, and new officers were chosen.

By the first • article of the by-laws it is provided, that all the officers named shall hold their office for one year and until others are chosen and qualified to act in their stead, unless sooner dismissed.

By the seventh article it is provided, that notice for meetings “shall specify the business to be transacted at said meetings.”

The corporators appear to have been legally notified by the clerk to meet on May 9, 1843. The meeting then organized, was continued by adjournments to Jan’y 1, 1844, when a vote was passed to elect the officers of the Corporation; and they were accordingly chosen ; .and among them were five Directors. This meeting was continued by adjournment to Jan’y 6, 1845, when five directors and other officers were again chosen. At this meeting a vote was passed authorizing and requesting these Directors to sell the steam mill at public or private sale, and to leave the logs and other property of the corporation at their disposal.

The plaintiff and four other persons Avere then chosen Directors. No Directors have since been chosen. The four other persons then chosen Directors, on Feb. 26, 1847, made and subscribed the paper, upon which this suit has been commenced, stating that the plaintiff paid in behalf of the Corporation $675, on Sept. 16, 1845, “which sum is now due to.him with interest from that date.”

1. It is insisted in defence, that they were not legally chosen, because there was no specification in the notice for calling the meeting of any such business to be transacted as the choice of officers.

The first article of the by-laws had prescribed the business to be transacted once a year, at an annual meeting, to be the choice of officers. That business would be presented at each annual meeting by the by-laws presumed to be known to each member of the Corporation. It could not be considered as business transacted without notice. In no instance does there appear to have been a statement in the notice for calling a meeting, that it was called for the choice of officers. Yet the clerk, treasurer and directors chosen, have been constantly recognized in the records, and in meetings legally called for the transaction of other business, as officers of the Corporation. The construction uniformly put by the Corporation upon that provision of its by-laws, appears to have been, that it had reference to other business than the choice of officers. It appears, that at a legal meeting called, after those Directors were chosen, to meet on May 29, 1845, a vote was passed “ that " the Directors be authorized to receive Gen. Joseph Berry’s notes in lieu of William" Lunt’s.” This was in payment for the steam mill, which appears to have been sold by vote of the Corporation. It could refer to no other persons than those chosen and existing as such by its own records; and it recognized them as its Directors. It cannot now, under such circumstances, be permitted, against its creditors, to assert that it had no Directors capable of transacting business. If it were permitted to do so, it might repudiate and annul all the business transactions, including the purchase and sale of its real and persona! property, conducted through its Treasurer and Directors, or agents by them appointed.

2. It is insisted, that the paper made on February 26, 1847, is a mere admission of the fact of a past payment made by the plaintiff, and that the Corporation is not bound by the admission of its Directors respecting a past transaction.

It does not appear to be the admission of a past transaction without the performance of any act respecting it at the time. On the contrary, a due-bill appears to have been given to the plaintiff, stating the amount then presently due to him, and the time when he became a creditor appears to have been named for the purpose of giving him a claim for interest from that date.

3. It is further insisted, that the Directors by the by-laws were not authorized to make the contract, except in a meeting arid by vote recorded.

The fifth article of the by-laws provides “ it shall be the duty of the board of Directors to manage all the prudential concerns of the Corporation; give orders and directions for the transaction of all the business of the Corporation.” This is sufficiently extensive to authorize them to adjust all claims presented, and to find whether any and what sums were due' from the Corporation. That article of the by-laws also provides, that “ they shall hold stated meetings and keep a fair record of all their doings, votes and directions.” The authority is not conferred upon them only when they thus meet and act. The provision is directory to them and does not affect the rights of others.

The debt due to the plaintiff does not appear to be of the character provided for by the statute c. 76, <§> 22.

Defendant defaulted.

Howard, Rice and Hathaway, J. J., concurred.