Marsh v. Mathias

In Marsh v. Mathias, 19 Utah 350, 56 P. 1074, 1076 (Utah 1899), the Court considered the validity of a corporation's amendment to its bylaws. In order to amend the bylaws, two-thirds of the stockholders had to vote for the amendment. Id. But it was not clear from the record whether the requisite percentage of stockholders had attended the meeting. Id. Despite the lack of evidence on this point, other evidence supported the notion that the amendment had been validly adopted. For instance, the amended bylaw was "found in the records of the corporation, and had been acted upon and acquiesced in for a period of more than eleven years." Id. Additionally, stockholders had been given statements each year, and the amended bylaw had "been uniformly acted upon and enforced since its adoption." Id. In view of "all these circumstances, we . . . presumed that the amendment was regularly and duly adopted." Id. In other words, the subsequent acts of stockholders ratified the amendment's existence.