1. Although the resolution of May 31, 1886, increasing the stock of the company from $120,000 to $200,000, was not formally entered at that time upon the books of the company, and nothing but a pencil memorandum was then made of the proceedings of the meeting, no objection can be taken to its validity by reason of such omission. The testimony shows clearly what took place at this meeting. It appears from the memorandum made by Mr. Allen, the acting secretary, to have been 'unanimously resolved that the capital stock of the company be increased to $200,000, as authorized by the charter, the purposes for which said stock is issued being the betterment of the present plant, and the construction of a new plant for coking purposes.' This resolution was subsequently and in 1888, when the omission to record the same appears to have been first discovered, formally entered upon the minute-book of the corporation. The failure to enter this resolution at the time it was adopted did not affect its validity, as most corporate acts can be proved as well by parol as by written entries. Moss v. Averell, 10 N. Y. 449.
2. Nor were the proceedings of such meeting any less binding upon those participating in it by reason of the fact that it was held without call or notice, and outside the boundaries of the state under the laws of which the company was incorporated. By an act of the legislature of Kentucky of March 3, 1876, (Gen. St. p. 769,) 'all elections for directors and other officers, by private corporatios,' ect., 'shall be held within the territorial limits of the state of Kentucky. * * * Any such election held outside of Knetucky shall be void.' Beyond the election of officers, however, there is no statutory restriction of corporate action to the limits of the state, and, in the absence of such inhibition, the proceedings of such meeting would, within the rule laid down by this court in Railroad Co. v. Cowdrey, 11 Wall. 459, with regard to directors meetings, be binding upon all those participating in it,as well as upon those acting upon the faith of its validity, or receiving stock authorized to be issued at such meeting. It is true there are cases holding that stockholders' meetings cannot be legally held outside of the home state of the corporation, but the question has generally arisen where a majority present at such meeting had attempted by their action to a dissenting minority, or had taken action prejudicial to the rights of third persons. Ormsby v. Mining Co., 56 N. Y. 623; Hilles v. Parrish, 14 N. J. Eq. 380. Indeed, so far as we know, the authorities are uniform to the effect that the action taken at such meetings is binding upon those who participate in or take the benefit of them. Heath v. Mining Co., 39 Wis. 146. In this case the meeting was attended by all the stockholders but two, who were represented by proxy; the vote increasing the stock was unanimous, and it does not lie in the mouth of those who participated in this act or received the stock voted at this meeting to question its validity.