State Ex Rel. Springs v. Ellison

October 28, 1916. The opinion of the Court was delivered by The Lancaster Publishing Company is a domestic corporation, with 100 shares of stock. At first the company made money, and then it did not. At the stockholders' meeting on the 7th of April, 1916, two factions appeared, which we will refer to as the majority and the minority factions.

Much testimony has been taken that in the view of this Court is wholly unnecessary and irrelevant. The undisputed facts are as follows: On the 7th of April, 1916, there was held a meeting of the stockholders, and at this meeting 96 shares were represented in person or by proxy. (There is a question as to the right to vote some shares, but in the view taken by this Court, the question is immaterial.) The majority stockholders had 57 shares, and the minority 39 shares. A motion was made and carried to elect seven directors. Up to that time there had been five directors. The majority voted for seven directors and the minority, by cumulating their votes on four directors, secured a majority of the directors on the face of the tabulation by the teller. The chairman of the meeting refused to declare the election of these four, and declared the election void. The teller announced the vote. The minority faction, including the teller, withdrew from the meeting, and the teller, who was also secretary of the meeting, took with him the minutes he had taken, and also the ballots. The majority who represented a majority of the stock remained and held another election, in which they elected four of the majority and three of the minority as directors. Another meeting of the stockholders was called, at which only one of the minority was present, and a protest was filed as to the proceedings of the majority. The majority held another election on the 15th of April (immaterial here). The four who received the largest vote in the first balloting, on April 7th, met and organized as a board and demanded the possession of the physical property of the corporation. This was refused, and this proceeding was taken to get possession of the corporate property.

The first and only question to be determined in this case is: Have the relators shown that they are the legal directors and entitled to the property of the corporation? The minority left the meeting before it adjourned. After they withdrew a majority of the stockholders being present the corporation proceeded to reconsider the action by which the seven directors were elected and elected a new board of directors. The corporation had no constitution or by-laws to restrain it, and it had a perfect right to reconsider its action before adjournment and elect a new board of directors. The relators are not a majority of the new board of directors, and are not entitled to the possession of the corporate property.

The writ is refused, and the proceedings dismissed.

A petition for rehearing being filed on

November 15, 1915. The following order was made