Janitors Political Club, Inc. v. Simmons , 183 Va. 321 ( 1944 )

Hudgins, J.,

concurring.

The Janitors Political Club, Inc., was chartered pursuant to the provisions of chapter 148 of the 1919 Code of Virginia as an ordinary business corporation for the purpose of operating a political, recreation and information club, to maintain club rooms and to buv and sell to its members food _ j and beverages. The maximum and minimum amounts of capital stock authorized were $1,000 and $100, respectively, divided into shares of $1.00 each. However, no certificates of stock were actually issued. An elaborate set of by-laws was prepared but was never formally adopted, though the interested parties seem to have regarded the by-laws as part of the rules and regulations under which the corporate business was conducted. Eleven persons contributed to the treasury of the corporation $67- each, two contributed $77 each and one contributed $55.

The corporate business was conducted without friction by the fourteen persons who had contributed the above stated sums until the regular monthly meeting held on May 6, 1943. At this meeting James E. Thornton falsely represented that the officials of the Alcoholic Beverage Control Board had told him that unless there was a change in the officers of the corporation the license to dispense beer on the premises would be withdrawn. Thereupon all officers and the board of directors resigned. James E. Thornton was elected president; John Gilliam, vice-president; James A. Thornton, secretary; and William Askew, treasurer. Two other members were elected to the board of directors.

Later, nine of the fourteen original organizers ascertained that Thornton had secured the resignation of the officers and the board of directors on misrepresentation of facts. Thereupon a called meeting of the fourteen members was held and a new board of directors and new officers were elected. The officers elected in May, 1943, refused to surrender their offices and to turn over the property and management of the corporation to the newly elected board of directors.

The newly elected officers and the new board of directors filed a petition under the provisions of section 3804 of the 1919 Code and prayed that the trial court determine who was éntitled to conduct the affairs of the corporation.

Answers were filed to the petition, in which it was alleged that memberships in the club had been sold to 100 or more individuals and that such members were entitled to vote in the election of a board of directors.

The trial court held that the only persons entitled to vote in the corporate affairs were the fourteen members who had contributed the stated sums to the treasury of the corporation. The election of a new board of directors and new officers was conducted under the supervision of the trial judge. At this election the board of directors and the officers who had resigned on May 6, 1943, were re-elected, and the Thornton faction was directed to turn over the books and all corporate property to the board and officials elected under the supervision of the trial judge. 'From that order appellants secured this writ of error.

It is clear from a careful examination of the record that the trial court has correctly determined the controversies presented. It follows that the order of the trial court should be affirmed.

Eggleston, J., concurs in this opinion.