Humboldt Oil Co. v. Hoagland

NOURSE, J.

The petitioners commenced this proceeding in the superior court for a writ of mandate to compel the

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respondents to deliver the corporation seal, the corporation hooks, the office furniture, money on hand, and all other property of the corporation into the possession of the petitioners. The petition was resisted by the respondents on the ground that the petitioners were not entitled to bring the action because they were not legally elected to the office of directors of the company. All the issues of fact involved were found in favor of the petitioners and a peremptory writ of mandate was issued. From this judgment the respondents have appealed under section 953'a of the Code of Civil Procedure.

The only ground urged on the appeal is that the meeting o'f the stockholders held on November 30, 1923, was not a legal meeting because it had not been called in the manner provided by law. The facts pertinent to this appeal are that a majority of the stockholders of the corporation, having determined the necessity of holding a meeting for the purpose of removing the directors of the corporation, and the officers of the company having refused to call such a meeting, proceeded to make a call by attaching their signatures to separate pieces of paper containing a printed call for such a meeting and mailing these to the chairman of the committee of the stockholders elected for that purpose who in turn presented them to the secretary with a demand that he call a meeting as requested by the stockholders. The secretary refused to give notice of the meeting, basing his refusal upon the ground that the call did not comply with the terms of section 310 of the Civil Code. The stockholders thereupon published due notice of the meeting to be held on November 30th, and at the meeting held in accordance with this notice more than eighty per cent of the stockholders holding about eighty per cent of the capital stock of the. corporation were present. By a vote of 77,507 to 695, they removed the former board of directors and elected in their places other directors who represent the petitioners in this action. The point of respondents on this appeal is that the call, or calls, for that meeting were not addressed directly to the secretary of the corporation as required by section 310, and that the publication of the notice of the meeting was not given by order of the acting president as required by section 301 of the Civil Code. These are the same grounds upon which the writ was resisted by the respondents before