COPORATE VOTING AND PUBLIC POLICY.
We often find sweeping expressions in the decisions to the effect that in private corporations the right of suffrage cannot be lawfully disassociated from the ownership of the shares, and that one cannot lawfully hold the shares and another lawfully exercise the right of suffrage that pertains to said shares. The shareholder is said to have a duty to fulfil towards his co-share-holders and to the State which conferred upon him a franchise for the benefit of the public. This duty is declared to require him to express his own voice and exercise his own reason in the management of the affairs of the corporation. It is not intended to deny the right, now generally conceded by statute, to permit another to vote by proxy from the owner of the shares, but to insist that no agreement can be made, or proxy given, which shall be irrevocable or binding upon the owner of the shares.
In Woodruff v. Dubuque and S. C. R. Co.,[1] it is said (obiter) that the right to control the vote upon shares "apparently cannot be granted away separately from its ownership." In Griffith v. Jewett,[2] where shares were assigned to trustees with an irrevocable power to vote thereon, the trustees issuing in lieu thereof negotiable certificates, the Superior Court of Cincinnati, on motion of one of these stockholders, enjoined the trustees from voting on his particular stock, and said that under the conditions of such a trust, " the party holding the entire beneficial interest in the stock cannot cast the vote thereof, while it may be voted by one having no interest in it, or in the Company: and so it may come to pass that the ownership of a majority of the stock of a Company may be vested in one set of persons, and the control of the Company irrevocably vested in others.
It seems clear that such a state of affairs would be intolerable and is not contemplated by the law; the universal policy of which is that the control of stock companies shall be and remain with the holders of the stock. The right to vote is an incident of the ownership of stock, and cannot exist apart from it." The same Court refused a similar application for this injunction, made by a stockholder, whose shares were not in question.[3] In
