Thompson v. Williams

Thornton, J. Each director must have special notice of the regular meetings of the board of directors of the corporation defendant, unless provision is made in the by-laws for such meetings. (Civ. Code, sec. 320.) Conceding that the provision in the by-laws was sufficient to give notice to the directors of the regular meeting of the 8th of October at 414 O’Farrell Street, and that the removal of the office resolved at that meeting to 314 Mission Street was valid, still, as it does not appear that the hour of the day on the 9th of October on [155]which the adjourned meeting was to be held on the last-named day was fixed at the meeting of the 8th, and no notice of such adjourned meeting was given the directors Allen and Thompson, who were not at the meeting on the 8th, we must hold the assessment levied at the meeting on the 9th was levied substantially without notice and without authority. To hold that the adjourned meeting of the 9th, the hour of which was not fixed or declared by the meeting of the 8th of October, was a part of the meeting of the board of the 8th, and therefore no further notice of it was required, would be to sanction an evasion of the law in regard to notice to the directors of the meeting of the board. An inspection of the minutes of the meeting of the 8th would give no information to the directors not attending that meeting of the time to which that meeting had been adjourned. In fact, it does not appear that the board as a board ever did fix the hour on the 9th at which the adjourned meeting was to be held; and as it does not so appear, we must, in construing the facts as found, hold that the board on the 8th did not fix the hour at all. Under these circumstances, we cannot hold that the meeting on the 9th, at which the assessment was levied, was anything more than a special meeting, of the calling of which the non-attending directors, Allen and Thompson, had no notice or knowledge of any kind. The assessment was therefore levied without authority, and was a nullity. (See Manufacturing Co. v. Vassault, 50 Cal. 534.) The judgment must be affirmed.

So ordered.

McFarland, J., and Sharpstein, J., concurred.