State v. Cook

• Citation: 178 Mo. 189,77 S.W. 559
• Parties: STATE ex rel. NORVELL-SHAPLEIGH HARDWARE CO. v. COOK, Secretary of State.
• Decision Date: 09 December 1903
• Court: United States State Supreme Court of Missouri

77 S.W. 559

178 Mo. 189

STATE ex rel. NORVELL-SHAPLEIGH HARDWARE CO. v. COOK, Secretary of State.

Supreme Court of Missouri.

December 9, 1903.

CORPORATIONS—CAPITAL STOCK—INCREASE—NOTICE OF MEETING—UNANIMOUS CONSENT.

1. Under Const. art. 12, § 8, providing that the stock and bonded indebtedness of corporations shall not be increased except in pursuance of the general law, nor without the consent of the persons holding the larger amount in value of the stock first obtained at a meeting called for the purpose, first giving 60 days' public notice, as may be provided by law, and Rev. St. 1899, § 962, providing that any corporation may increase its capital stock or bonded indebtedness with the consent of the persons holding the larger amount in value of the stock, which consent shall be obtained at a meeting of the stockholders, called for that purpose, 60 days' notice of the time and place of the meeting having been given, etc., no notice is necessary to entitle a corporation to increase its capital stock with the unanimous consent of all the stockholders in meeting assembled.

In banc. Mandamus by the state, on the relation of the Norvell-Shapleigh Hardware Company, against Sam B. Cook, Secretary of State, to compel respondent to issue to relator a certificate that it had complied with the law relative to the increase of its capital stock. Writ awarded.

Campbell & Thompson, for relator.

ROBINSON, C. J.

On April 24, 1903, the Norvell-Shapleigh Hardware Company, a business corporation of St. Louis, filed its petition in this court asking that a writ of mandamus issue to compel the respondent, Samuel B. Cook, as Secretary of State, to issue to relator a certificate that it had complied with the law made and provided for the increase of its capital stock.

Treating the petition as an alternative writ, and waiving the issuance and service of same upon himself, the respondent filed his return thereto, which is in the nature of a demurrer. Briefly stated, respondent's position is that he had no right to issue the certificate demanded of him by relator, because upon the face of the petition, as by the certified copy of the proceedings of the meeting of the stockholders of relator company, required to be filed in his office before the certificate should issue, it was made affirmatively to appear that relator had failed to give the 60-days public notice of the meeting called to vote the increase of its capital stock proposed, as required by section 8, art. 12, of the Constitution, and section 962, Rev. St. 1899, made in pursuance thereof, which sections read as follows: "No corporation shall issue stock or bonds, except for money paid, labor done or property actually received, and all fictitious increase of stock or indebtedness shall be void. The stock...