cially do they go to great lengths in the de Fremery and Youtz cases, there cited.

MEETINGS, WHERE HELD

Section 319 of the Civil Code is as follows:

§ 319. The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business.

As to what is the office or principal place of business see the citations and comments under Articles of Incorporation, third subdivision.29 This requirement affects only domestic corporations; it is not within the power of a state to regulate the internal affairs of a foreign corporation.

A very late case apparently draws a distinction between the "office" and the "principal place of business," saying that the latter expression "apparently is not used in a sense synonymous with that of 'office.'"' The notice designated the office as the place of meeting, and the court says, "doubtless, therefore, the board was required to convene at such office." Another objection arose; on the board attempting to hold their meeting they found the door of the room locked, and they were unable to obtain admission; thereupon they convened in the hall, outside the door. The court held the meeting to be legal.30

JUSTICE OF PEACE MAY ORDER MEETING

Section 311 of the Civil Code is as follows:

§ 311. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any justice of the peace of the county where

29 Harris v. McGregor, 29 Cal. 124, 127, 129, and Creditors v. Consumers' etc. Co., 98 Cal. 318, 33 Pac. 196.

30 Seal of Gold Min. Co. v. Slater, 161 Cal. 621, 120 Pac. 15.

such corporation is established may, on written application of three or more of the stockholders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat. The application of a number of stockholders less than three, but holding a majority of the capital stock, has the same effect as an application by three or more stockholders or members. (Amended March 21, 1905; Stats. 1905, p. 559.)

No case has yet been decided by our appellate courts under this section, but a novel case has been decided as to calling elections of foreign corporations doing business in this state which will be quoted quite fully under section 315 of the Civil Code.

ELECTION DISPUTES DECIDED BY SUPERIOR COURT

Section 315 of the Civil Code is as follows:

§ 315. Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the superior court of the county in which such election is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice.

Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court or the judge thereof, to the adverse party, or those to be affected thereby. (Amended March 21, 1905; Stats. 1905, p. 560.)

As equity was declared to have no jurisdiction to give relief in such cases, except sometimes incidentally as affecting other questions, and proceedings at law by quo warranto were attended with so much delay, statutes of this character have been adopted in most states. The statutory proceeding is expeditious and efficient.31 It can not be brought to remove agents and ministerial officers of the corporation, but only to remove those who by law are entrusted with the management of the corporation, and then only by virtue of a statute, for equity has no jurisdiction in such matters.32

This "is a special proceeding provided by statute not according to the common law; and to invest such court with jurisdiction, the requisites of the act must be complied with, and it must so appear on the face of the record. If not so complied with, the court has no jurisdiction to proceed,'' and it may be brought by the corporation itself.

The right of a stockholder to maintain such a proceeding does not depend upon his right to vote at the meeting, as where his stock has not been transferred to him on the books of the corporation ten days before the election, nor (under Civil Code, sec. 312) whether he was present or absent at the meeting when the election was had.34

This section gives the right to maintain such an action to any person or body corporate who may be "aggrieved" by an election. While this would seem to widen the class of those who might institute such suits, in view of the language of section 312, we think it really limits it. It is universally held in other states

81 Whitehead v. Sweet, 126 Cal. 67, 72, 58 Pac. 376. 82 Neall v. Hill, 16 Cal. 145, 149, 76 Am. Dec. 508.

83 Chollar Mining Co. v. Wilson, 66 Cal. 374-376, 5 Pac. 670.

84 Wright v. Central Cal. etc. Co., 67 Cal. 532, 8 Pac. 70.

that creditors, or persons dealing with the corporation, have no interest in the question of who shall be its directors or officers, and that such statutory remedies are limited exclusively to stockholders (as in section 312). And it is also held, in those states, that "Any person aggrieved does not mean any person whomsoever who may choose to make complaint," and that even a stockholder, who was not a stockholder at the time of the election, or a stockholder present at the election who does not raise his objections there, could not maintain such a suit; but it was held in one case that where the attending stockholder was in ignorance of some fact making the election invalid he could afterwards raise the objection, because in such a case there could not be any consent, consent actual or implied being the foundation of the rule of exclusion.35 It must be shown that the election was invalid, or that receiving or rejecting certain votes changed the result, or that, in some manner, the complaining stockholder has been injured, which injury can be remedied by the relief afforded by this action. Our own appellate courts have never defined what is meant, or rather who are included or excluded, by the word "aggrieved."

Ordinarily the corporation itself can not make such a complaint, but the statute above authorizes it to do so, and the supreme court, in Chollar M. Co. v. Wilson, cited supra, affirms this right.

Where the complaint alleges that the corporation is under the control of the alleged illegally elected directors, it need not allege a demand upon the corporation to bring the suit and its refusal to do so, nor need it allege a demand upon other persons who it claims are the de jure directors, they not being in control of the corporation, and stockholders whose stock has been sold under an assessment made by the alleged illegal

35 See Thompson on Corporations, secs. 933 et seq.

board to carry into effect an illegal contract may maintain the action.36

An appeal lies from such a judgment, and all proceedings are stayed upon the execution of the ordinary appeal bond.37

It is held that this right is applicable only to elections provided for by statute to be made by stockholders, and not to an appointment of a director made by the board to fill a vacancy, and that the term "corporate body," as used in this section, is the corporation itself, and not the board of directors,38 and has no application to the remaining members of the board excluding a member elected to fill a vacancy.

An agreement that a party shall be elected president of the corporation can not be enforced; the courts can not control the votes of directors in such a matter; unless a stockholder gives a proxy for a valuable consideration, he may vote the stock as he pleases, irrespective of any agreement or understanding as to who shall be president; and, in the absence of an interest being coupled with the power, or of a lawful valuable consideration, the court will not compel the giving of a proxy nor set aside an election of any director elected by such vote,39 and the pledgor may vote it.

EFFECT OF APPEAL

The stay of proceedings consequent on an appeal is limited to the enforcement of the judgment itself; it does not destroy or impair its character. It leaves the parties in the same situation with reference to the rights involved in the action as they were prior to the

86 Whitehead v. Sweet, 126 Cal. 67, 58 Pac. 376.

87 Foster v. Superior Court, 115 Cal. 279, 47 Pac. 58.

88 Wickersham v. Brittan, 93 Cal. 34, 15 L. R. A. 106, 28 Pac. 792, 29 Pac. 51; Wickersham v. Murphy, 93 Cal. 41, 28 Pac. 793.

89 Dulin v. Pacific etc. Co., 103 Cal. 357, 35 Pac. 1045, 37 Pac. 207.