A Treatise On the Law of Contracts

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& Aid. 620 ; 2 Kent, Comm. Lect. 33, p. 296; Hex. v. Spencer, 3 Burr. R. 1827.
CHAP. VIII.J CORPORATIONS. 373 at any regularly appointed meeting of the corporation, may pass by-laws, although they do not constitute a majority of the whole number of members belonging to the corporation.^ But if the power to make by-laws be committed to a select body of members, as to a board of directors, it is necessary that there should be a majority of such body present fn order to act, and then a majority of
... the quorum may pass by-laws.^ In all cases, however, where there is a meeting of the corpora- tion or board of directors, it should be notified to all the mem- bers of the corporation or the board, or the acts passed thereby will not be binding on those who have not received notice.^ So, also, if the meeting be stated to be for a special purpose, those present cannot proceed to accomplish a different pur- pose.* § 315. Corporations have also a power of electing officers and members ; and the regulation of such election may be made by the corporation, if they be not created by the charter.

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