STOCK WITH EXCLUSIVE VOTING POWER must be had to the general jurisprudence of equity, to precedents and principles, includ ing the general maxim, ubi jus ibi remedium. We may further premise our inquiry hy the candid recognition of the fact, that, whatever its legal nature or effect, this arrangement necessarily creates, and is in fact, a trust, a means by which B places his property in a joint venture and, while retaining the ownership, surrenders its con trol to A. If A himself has a bona fide interest and ownership in the venture, he is then in effect nothing more than a trustee for himself and others, a well-recognized instance in the law of trusts. Such indeed would be the legal relationship were any other means adopted of effecting it, but where it is effected through a corporate form, precedent and principle combine to make the question a new one, and the answer difficult. The form is that of a corporation, and the tendency has undoubt edly been to treat this form, while it sur vives, and the rignts existing under it, as inviolable. For instance, a client recently inquired as to the possibility of permanently vesting the control of certain corporate interests in three men, which he wished to accomplish by a voting trust. He was advised that a voting trust would be subject to equitable control and possible cancellation, and that it must be limited in time and reasonable in purpose, but that in the present state of law, the same thing could be more safely and surely effected by the organization of a holding company, in which a small amount of preferred stock should hold the exclusive voting power, and the ownership be vested in the common stock, without such voting power. This advice was based on the assumption that the control so acquired would be honestly exercised. The approved legal idea of a corporation is that of an artificial person, existing only in contemplation of law; l a lawful means for 1 Marshall, C. J., in Dartmouth College v. Woodward. 4 Wheat. 418.
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accomplishing lawful ends, a contract be tween the state and the parties inter se,1 the sum of the legal relations defined in the charter and governing statutes.2 This arti ficial entity is created either by express mandate or by permission of statute. It may be that the express authority of a legislative charter could place enough sover eign force in this artificial entity to override legal rules, but where the statute is per missive only, and is silent in respect to the extraordinary powers claimed by a charter drafted under it, this charter should con form and be in some degree amenable to general rules of law and equity. Such are the cases with which we are dealing. An instance of a corporate control vested by legislative mandate is found in the ordinary case of an eleemosynary corporation — such as that of the Philadelphia Savings Institution already mentioned. The question of membership in a corpora tion, with or without special rights as creditors, has been quite generally held to be a matter of contract between the parties, acting under statutory permission, and the fact of membership is determined by the statute and the contract, by the fact and not by the name with which it is labelled. A member of a corporation may have special contract rights in connection there with, and be at the same time a creditor. In McLaughlin v. Railway Company,8 the holder of a stock certificate on its face entitling him to "interest" at seven per cent was held a stockholder and member of the corporation but as to unpaid interest a creditor, and therefore not bound by a resolution postponing the interest payment to which he had not assented. In Jones v. Wooley,4 a paper agreeing to pay plaintiff $926.80 one year after notice, with "what interest it makes in proportion ' Taylor on Corporations, jth ed. sec. 31 et seq. 1 Ibid., sees. 23-24. • 8 Mich. 100 (1860). 4 26 Pac. 120, 3 Idaho 48 (1891).
