LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 45 
VOTING UNIT 
At common law a stockholder or member of an association has 
but one vote on questions coming before meetings of stockholders or 
members irrespective of the number of shares held by him. 50 In a 
case decided by the Supreme Court of the United States it was said : 
Usually a stockholder is a member of the company and as such has a right 
to vote, but it does not necessarily follow that the right increases with the 
increase in stock, or that the right is lessened in case the number of shares 
owned by the stockholder should be diminished. 51 
Statutes providing for the formation of cooperative associations in 
many cases specify that members shall be entitled to only one vote 
on any question affecting the association. Unless each share of stock 
is given a vote by statute, those interested in forming an association 
may, if the incorporation statute authorizes, include a suitable pro- 
vision in the articles of incorporation establishing what the voting 
unit at meetings of the stockholders shall be. Unless in conflict with 
the law of the State or with a provision in its charter the members 
of an association could adopt a by-law establishing what the voting 
unit at meetings of the association would be. 52 
If there is a statutory or charter provision dealing with the matter 
it controls ; a by-law, to be valid, must be in harmony therewith. In 
case there is no statutory, charter, or by-law provision on the subject, 
the common-law rule prevails of one vote for each member or stock- 
holder without regard to the number of shares he may own. With 
respect to nonstock associations or corporations, this rule also pre- 
vails unless changed in one of the ways indicated. It is interesting 
that the generally accepted- cooperative principle of one man, one 
vote, is merely an application of the common-law rule on the subject. 
It has been said that " There is no rule of public policy which for- 
bids a corporation and its stockholders from making any contract 
they please in regard to restrictions on the voting power," 53 provided 
they do not violate any statutory or constitutional provisions. 
PROXY VOTING 
At common law every vote must be personally cast, and there is 
no right to vote by proxy. 54 Many of the cooperative statutes pro- 
hibit voting by proxies. When proxy voting is permitted, it is not 
essential that the person to whom a proxy is given be himself a 
member or stockholder in the absence of a statute or by-law requir- 
ing it. 55 Many of the cooperative statutes under which cooperative 
associations are formed permit of the establishment of the delegate 
system of representation at meetings of the association. Unless pro- 
hibited by statute, any nonprofit association would apparently be free 
to establish the delegate sj^stem of voting at its meetings. 56 
50 Taylor v. Griswold, 14 N. J. Law 222, 27 Am. Dec 33 ; Simon Borg & Co. v. New 
Orleans City R. Co., 244 P. 617; Matter of Rochester Dist. Tel. Co. (N. Y.), 40 Hun, 
172 ; 7 R. C. L. 339. 
» Bailey v. Railroad Co., 89 U. S. 604, 635. 
62 Detwiler v. Commonwealth ex rel. Dickinson, 131 Pa. 614, 7 L. R. A. 357. 
^State ex rel. Frank v. Swanger, 190 Mo. 561, 89 S. W. 872, 2 D. R. A. (N. S.) 121; 
Orme v. Salt River Valley Water Users' Ass'n, 25 Ariz. 324, 217 P. 935. 
54 Perry v. Tuskaloosa Cotton-Seed Oil-Mill Co., 93 Ala. 364, 9 So. 217 ; 14 C J. 907. 
55 Gentry-Futch Co. v. Gentry, 90 Fla. 595, 106 So. 473. 
56 People ex rel. Hoyne v. Grant, 283 111, 391, 119 N. E. 344 ; Orme v. Salt River Valley 
Water Users' Ass'n, 25 Ariz. 324, 217 P. 935. 
