This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The stockholders of a corporation represent the corporation at a regular stockholders' meeting, or, as modern authorities put it, constitute the corporation.1 Ordinarily, whatever all the stockholders may do, a majority of them at a lawful meeting may do. However a solvent and going corporation cannot sell out its business with the consent of less than all its stockholders.2 This power of the stockholders to hind the corporation is limited to their action at a regular meeting, however. A single stockholder, acting as an individual, has as such no implied power whatever to bind the corporation.3 This is true even if he is the chief stockholder.4