44 BULLETIN 110 6, U. S. "DEPARTMENT OF AGRICULTURE 
statutory provisions should be followed. In the absence of a con- 
trolling provision in the statute or charter on the subject an associa- 
tion may adopt by-laws covering and governing the calling of meet- 
ings; and of course in any case the subject may be covered in by- 
laws that are consistent with the statute under which the association 
is formed and with its charter. 
Unless a statute specifies how notices of meetings shall be given 
the by-laws may state the method to be followed, such as by publica- 
tion in certain newspapers or by mailing of notices a certain num- 
ber of days prior to the meeting. " It is not within the province 
of the courts to declare any form of notice of a shareholders' meet- 
ing insufficient , if it complies with the charter and by-laws of the 
corporation, unless there is some specific statutory provision to the 
contrary." 43 
Generally speaking, a by-law providing for the giving of notices of 
meetings by mail should be so worded that the effectiveness of the 
notice will depend on its mailing rather than on its receipt. 
With respect to the general conduct of meetings the fundamental 
rule is that the majority controls. 44 A presiding officer, for instance, 
who refuses to allow the majority to express its will may be removed 
and another chosen in his stead. 
Reasonable election rules could be set forth in the by-laws of an 
association: and if the by-laws authorize its directors to determine 
the election rules, a rule adopted by the directors that if a man 
votes twice, only the ballot first cast shall be counted is valid. 43 
QUORUM 
An association may adopt by-laws dealing with the procedure to 
be followed in the conduct of meetings and specifying the number 
of members required for a quorum. When the by-laws specify the 
number of members necessary to constitute a quorum a valid meeting 
can not be held unless the number of members specified is present at 
the time each proposition is voted upon. 46 
If the law of the State in which an association is formed specifies 
the number of members that must attend a meeting in order that 
there may be a quorum, this is controlling, and a by-law in conflict 
therewith is void. 47 
At common law and in the absence of a statutory, charter, or by- 
law provision changing the rule, the members who attend a meeting 
of an association constitute a quorum for the conduct of business. 
In other words, at common law those who come constitute a valid 
meeting for the transaction of business. 48 
If the by-laws require, say, a two-thirds vote of members present 
to carry a proposition, members present but not voting can not be 
counted as voting for either side. 49 
48 Citrus Growers' Dev. Ass'n v. Salt River V. W. Users' Ass'n, Ariz. , 26S 
P. 773. 
44 American Aberdeen-Angus Breeders' Ass'n v. Fullerton. 325 111. 323 ; 156 N. E. 314. 
"Davis v, S. C. Cotton Growers" Co-op. Ass'n. 127 S. C. 353. 121 S. E. 260. 
46 Everts et al. v. Kansas Wheat Growers' Ass'n et al., 119 Kan. 276, 237 P. 1030 ; 
Beale v. Columbia Securities Co., 256 Mass. 326. 152 N. E. 703. 
47 Gentry-Futch Co. v. Gentry. 90 Fla. 595, 106 So. 473. 
48 Morrill v. Little Falls Manufacturing Co., 53 Minn. 371 : Alliance Co-op. Ins. Co. v. 
Gasche. 93 Kan. 147. 142 P. S82 : Gilchrist r. Collopv. 119 Kv. 110, 82 S. W. 1018. 
49 James R. Kirby Post No. 50 v. American Legion. *258 Mass, 434. 155 N. E. 462. 
