This case involves the construction of section 3245 of the Revised Statutes, or that part of it which provides, that “each share shall entitle the owner to as many votes as there are directors to be elected, and a plurality of votes sháll be necessary for a choice. ”
The relator claims that this section does authorize cumulative voting, while the respondent claims that it does not.
The original section 1 (S. & C., 276, section 26) provided that “ each share shall entitle the owner to one vote, and a plurality of votes shall be necessary for a choice.”
This section, up to the time of the revision, had uniformly been construed since its passage to mean, that each shareholder was entitled to as many votes as he held shares of stock, for each director to be elected; or, in other words, each share entitled the owner to one vote for each director to be elected, or one vote on each resolution ptoposed.
The revised section 3245, provides, “each share shall entitle the owner to as many votes as there are directors to be elected, and a plurality of votes shall be necessary for a choice.” *
The Supreme Court, in 37 O. S., 640, hold, that “it is a well settled principle that where a statute has undergone revision, it should be construed as before, unless the new act plainly requires a change in the construction.”
“Application has been given to this principle in cases where the change was very marked, 35 O. S., 174, Williams v. The State. And it is also a well settled rule that, it being of the very essence of a law that it be uniform and unchangeable, whatever was the meaning of a statute when first enacted, should be its meaning through all future time.”
In State ex rel. v. Commissioners of Shelby County, 36 O. S., 326, the Supreme'Court hold: “Where an act of the legislature, or several acts in pari materia, have undergone revision, the same construction will prevail as before revision, unless the language of the new act plainly requires a change of construction, to conform to the manifest intent of the legislature.”
«R. Danford, for plaintiff. J. H. Collins, for defendant.And in Allen v. Russell, 39 O. S., 337, the court hold: “But where all the general statutes of a state, or all on a particular subject, are revised and consolidated, there is a .strong presumption that the same construction which the statute received, or, if their interpretation had been called for, would certainly have received, before revision and consolidation, should be applied to the enactment in its revised and consolidated form, although the language may have been changed,” citing numerous authorities, and adds, “of course, if it is clear from the words that a change in substance was intended, the statute must be enforced in accordance with its changed form.”
No such thing as “minority representation,” or “cumulative voting,” was known in the policy of this state at the time of the revision, and if the legislature had intended to work such a radical change in the method of conducting corporate elections, as to provide for, and authorize “cumulative voting” it would have used language showing plainly that intention, and requiring such construction.
There is nothing in section 3245, R. S., requiring any different construction than was placed upon section 26,1 S. & C., 276. And certainly it cannot be said that there is anything in the language used in the Revised Statutes, which makes it “clear” that the legislature intended to authorize “cumulative voting,” or, to change the old section, more than to make it conform, in language, with the construction that had been uniformly placed upon it in the state.
Wherever “ emulative voting” has been authorized, it has been done in language showing plainly such intent. As in the constitution of Pennsylvania, section 4, article XVI., it is provided: “In all elections for directors or managers of a corporation, each member or stockholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.” And in the constitution of Illinois, section 7, article IV., it is provided : “In all elections for representative aforesaid, each qualified voter may cast as many votes for one candidate as there are representatives to be elected, or may distribute the same, or equal parts thereof, among the candidates, as he shall see fit, and the candidates highest in votes shall be declared elected.”
This change in the language of the statute having been made in the revision of the statutes by the commission, it is not to be presumed that the commission intended to change the section more than to make its reading conform with the well settled construction that had been placed upon the old section, for they had no such authority.
“The statute providing for that revision (72 Ohio L., 87), gave the commission power only” “to revise and consolidate the general statute laws of the state, which may be in force at the time such commission shall make their report.” 43 O. S., City of Warren v. Davis.
We therefore hold, that section 3245, R. S., does not authorize stockholders in a corporation to cumulate their votes in the election of directors.