The meeting must be held at the place designated in the certificate of incorporation as the principal office. Section 44, post. This section was amended in 1902 by adding the last clause. The language is not free from ambiguity. The provision is taken without substantial change from the General Corporation Law of New York, Section 42, formerly Section 38, which has been upheld in Hallett v. Metropolitan Messenger Co., 69 A. D., 258. The amend ment is apparently intended to authorize expressly the waiving of notice by stockholders, a right which undoubtedly they had prior to this enactment. It might be construed to permit any corporate action to be taken on the assent in writing of all the stockholders at once without intermediary statutory formalities, and without a meeting of the stockholders. 17. Stockholders May Vote by Proxy; Quorum, &c. Absent stockholders may vote at all meetings by proxy in writing; and every corporation may determine by its certificate of incorporation or by-laws the manner of calling and conducting all meetings, what number of shares shall entitle the stockholders to one or more votes, what number of stockholders shall attend either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting in order to constitute a quorum, and may by its original or amended certificate of incorporation provide that any action which now requires the consent of the holders of two-thirds of the stock at any meeting after notice to them given, or requires their consent in writing to be filed, may be taken upon the consent of and the consent given and filed by the holders of two-thirds of the stock of each class represented at such meeting in person or by proxy; provided, in no case shall more than a majority of shares or amount of interest be required to be represented at any meeting in order to constitute a quorum; if the quorum shall not be so determined by the corporation, a majority in interest of the stockholders, represented either in person or by proxy, shall constitute a quorum. (As amended by Chap. 119, Laws of 1901; P. L. 1901, p. 260.) P. L. 1846, p. 66; R. S. (Ed. of 1846), p. 139, §3; P. L. 1849, p. 302; Act of 1875, §21; P. L. 1891, p. 113. The matter in bold face type, inserted by the amendment of 1901, was doubtless intended to enable corporations whose stock is widely scattered to provide against the contingency of the defeat of needed charter amendments through the inaction of stockholders and the failure to procure the attendance in person or by proxy of two-thirds in interest of each class of stockholders. It is an open question whether this amendment accomplishes all that its framers evidently had in mind. The words, "any action which now requires the consent of the holders of two-thirds of the stock at any meeting after notice to them given," is strictly applicable to only two provisions of the statute: (1) Dissolution under Section 31, which requires the consent of "two-thirds in interest of all the stockholders." (2) Merger or consolidation under Section 104, et seq., which requires "the votes of the holders of two-thirds of all the capital stock" (Section 105). Both are undoubtedly within the meaning of the amendment. Amendments to the certificate of incorporation, increases and decreases of capital stock and the other matters provided for by Section 27, require the consent of "two-thirds in interest of each class of the stockholders having voting powers." While there might be particular instances where the "consent of the holder of twothirds of the stock" would be equivalent to the "consent of twothirds in interest of each class of the stockholders," ordinarily it would be otherwise. The Legislature has seemingly, perhaps unintentionally, made a distinction between two kinds of proceedings authorized by the Corporation Act. In one group, measures looking to the termination of the corporate existence (i. e., dissolution) or of its identity (i. e., merger or consolidation), class distinctions are not regarded and each share of stock is deemed to have an equal voice. The amendment permits any corporation, by so providing in its certificate of incorporation, to change this, first, by giving each class an equal voice, and second, by requiring the consent of two-thirds in interest of the stockholders actually present or represented at the meeting, not necessarily twothirds in interest of each class outstanding or of all the stockholders. In the other, measures looking to the continued existence of the company, but providing for changes in its constitution, each class of stock is deemed to have an equal voice, and the consent of the holders of two-thirds of each class of stock outstanding is required. The strict language of the amendment does not permit any change in this respect. It is open to question whether it is safe to proceed under this provision in any case provided for by Section 27. Courts are not inclined to favor amendments by indirection of important statutory provisions or to construe liberally statutes which may tend to abridge the rights of stockholders. Sections 31, 104, et seq., 133, and 134, seem to be governed by this amendment. Sections 27, 28, and 119 do not seem to be affected by it. Proxy. The power of attorney need not be in any prescribed form, nor be executed with any particular formality. It is sufficient if it appear on its face to confer the requisite authority, and that it be free from all reasonable grounds of suspicion of its genuineness and authenticity. In re Election of St. Lawrence Steamboat Co., 44 N. J. Law, 529. Absence of a seal does not invalidate a proxy for the election of officers. Hankins v. Newell, 75 N. J. Law, 26. A proxy executed by a majority of a board of directors becomes invalid when a part of such majority, sufficient to reduce the remainder to a minority, revokes such execution. In re Delaware River & A. R. Co., 76 N. J. Law, 163. The validity of voting by proxy rests upon the statute; and, as the statute limits the right to absent stockholders, it follows that when a shareholder who has given a proxy attends the election in person, his proxy becomes void, because he is not an absent stockholder. Chapman v. Bates, 61 N. J. Eq., 658; In re Schwartz & Gray, Inc., 77 N. J. Law, 415. According to the terms of Section 36, which reads, "Unless otherwise provided in the charter, certificate or by-laws of the corporation," each stockholder shall be entitled to one vote in person or by proxy for each share of stock, it would seem that the right to vote by proxy may be taken away by a charter provision. Voting. In the absence of any provision in the certificate of incorporation to the contrary, this section secures to each shareholder one vote for each share of stock held by him and standing on the books of the company. Section 36. Camden & Atlantic R. R. Co. v. Elkins, 37 N. J. Eq., 273. Provision may, it seems, be made in the certificate of incorpora tion or by-laws requiring each shareholder to hold a certain number of shares to entitle him to one or more votes. Loewenthal v. Rubber Reclaiming Co., 52 N. J. Eq., 440. For the statutory provisions regulating elections of directors, see §34, et seq. As to voting pools or trusts, see p. 123. Annual meeting of stockholders. It will be noted that the statute makes no provision for an annual meeting of the stockholders, except so far as it contemplates an annual election of directors by the stockholders. It is important, therefore, that the by-laws should be explicit as to the business which may be transacted at the annual meeting. Notice of meetings. The general rule is that extraordinary matters and such as cannot be fairly embraced in the transaction of business provided for by the charter itself, cannot be taken at a meeting unless notice is given. Schwarzwalder v. Tegen, 58 N. J. Eq., 319, at 326; citing People's Ins. Co. v. Westcott, 14 Gray, 440; Morawetz Corp., §483; Ang. & Ames (10th Ed.), §489. See also Dunster v. Bernards Land & Sand Co., 74 N. J. Law, 132. It is the duty of one acquiring stock to have the same transferred on the books of the company, or to notify the company of his address where notices should be sent in order to charge the company with neglect, and his laches in this respect precludes recovery where notices are sent to the address of the previous holder. Dana v. American Tobacco Co., 72 N. J. Eq., 44; aff'd, 69 Atl. Rep., 223. Adjournment of meetings. Where a quorum assembles at a stockholders' meeting it is competent for them to adjourn the meeting to a later day, and it is not necessary to send notice of the adjournment to the stockholders. Cook on Corporations, Sec. 601, and cases cited. It is frequently provided in the by-laws that those who assemble at the time and place fixed for the meeting, although less than a quorum, may adjourn until a later day. But in such cases it is the better practice to provide that notice of such adjournment be sent to the stockholders. 18. Preferred and other special stocks. Every corporation organized under this act shall have power to create two or more kinds of stock, of such classes, with such designations, preferences and voting powers or restrictions or qualifications thereof as shall be stated and expressed in the certificate of incorporation or in any certificate of amendment thereof; and the power to increase or decrease the stock as in this act elsewhere provided shall apply to all or any of the classes of stock; but at no time shall the total amount of the preferred stocks issued and outstanding exceed two-thirds of the capital stock paid for in cash or property, and such preferred stocks may, if desired, be made subject to redemption at any time after three years from the issue thereof, at a price not less than par, and the holders thereof shall be entitled to receive, and the corporation shall be bound to pay thereon, dividends at such rates and on such conditions as shall be stated in the original or amended certificate of incorporation, not exceeding eight per centum per annum, payable quarterly, half yearly or yearly; and such dividends may be made payable before any dividends shall be set apart or paid on the common stock, and such dividends may be made cumulative; provided, the corporation shall set apart or pay the said dividends to the holders of non-cumulative preferred stock before any dividend shall be paid on the common stock; and in no event shall a holder of preferred stock be personally liable for the debts of the corporation; but in case of insolvency its debts or other liabilities shall be paid in preference to the preferred stock; the terms "general stock" and "common stock" are synonymous. (As amended by Chap. 110, Laws of 1901; P. L. 1901, p. 245.) P. L. 1860, p. 603; Act of 1875, §25; P. L. 1882, p. 252; P. L. 1889, p. 413; P. L. 1889, p. 415; P. L. 1893, p. 445, §5. This section was amended in 1901 in the following particulars: (1) The power to create preferred stocks under this provision is now limited to corporations organized under the Corporation Act. (2) Preferred stock may be made subject to redemption at any time after three years; the limitation that such stock can only be |