Cleveland Printing Ink Co. v. Phipps ( 1928 )

SULLIVAN, PJ.

The plaintiff rests his contention for a salary upon the action of the Board of Directors. The plaintiff was a director and also one Baumgardner, and at the meeting of the Board of Directors where it is claimed the salary was fixed by the Board, the salary of Baumgardner was fixed at the same time. There were seven directors and it took four for a quorum. It appears from the record that Baumgardner and the plaintiff were both present at these meetings where it is claimed the salaries were fixed and attempted to exercise their prerogative as directors upon the question of their salaries.

It is claimed that this was unlawful and makes the action of the Board void, on the theory of Briggs v. Gilbert Grocery Campany, 156 N.E. Rep. 494, decided by the Supreme Court of Ohio, April 5, 1927.

Under the record in this case, excluding these two directors who were actively present, at the meetings of the Board where it is claimed the salaries were fixed, there was no quorum and under the rule of our Supreme Court in Briggs Supra it is our judgment that the action of the Board at their meetings in March and June, 1920, was void and of no binding effect in law.

In consonance with the above views, and considering the status of the record as these views apply to the same, we have come to the conclusion that the judgment is clearly and manifestly against the weight of the evidence.

Holding these views, the judgment of the lower court is hereby reversed.

(Vickery, J., and Levine, J., concur.)