Stevens v. Eden Meeting-house Society

12 Vt. 688

• Court: Supreme Court of Vermont
• Decided: August 15, 1839
• Status: Published

Opinion

The opinion of the court was delivered by

Collamer, J.

— A corporation, and every member thereof, is bound by a vote of the majority present at a meeting, warned agreably to the laws of the corporation, and not otherwise. If no provision is made for such warning every member must have personal notice. Here the clerk was authorised to warn a meeting by posting up a written notice. No other mode of calling a meeting could be shown, and, most clearly, this could not, be proved by parol, until the loss of the notification was first proved ; but this was not attempted. Here was an attempt to add to the records, by parol, whole warnings, meetings and votes. This is clearly inadmissible, and the fact that no record of meetings, after 1836, appeared on the books, does not authorize this. The want of such record only shows that no such meeting was held. If it be asked, what is to be done by third persons, if a corporation will not record its appointments and votes, the answer is, refuse to recognize or act on any such assumed authority or unrecorded votes, or hold them personally liable who misrepresent their authority.

Judgment affirmed.