78 Mo. 188 (Mo. 1883), State ex rel. Haeussler v. Greer

Citation:78 Mo. 188
Opinion Judge:HENRY, J.
Party Name:THE STATE ex rel. HAEUSSLER v. GREER, Appellant
Attorney:Finkelnburg & Rassieur for appellant. Broadhead & Haeussler for respondent.
Court:Supreme Court of Missouri

Page 188

78 Mo. 188 (Mo. 1883)

THE STATE ex rel. HAEUSSLER

v.

GREER, Appellant

Supreme Court of Missouri.

April Term, 1883

Appeal from St. Louis Court of Appeals. --Reported in 9 Mo.App. 219.

REVERSED.

Finkelnburg & Rassieur for appellant.

Broadhead & Haeussler for respondent.

HENRY, J.

This is a proceeding in the nature of a quo warranto to determine whether Greer was duly elected a director of the German Savings Institution on the 3rd day of February, 1879, at a regular election for nine directors for said corporation. The corporation was chartered by a special act of the legislature, approved February 24th, 1853, the 9th section of which is as follows: " The stock and affairs of the institution hereby established, shall be managed and conducted by nine directors, who shall be elected every second year, at such time and place in the city of St. Louis, as the board of directors for the time being shall appoint, and shall hold their office for two years, and until others be chosen, and no longer, and the election shall be held in such manner as said directors shall by ordinance or by-laws prescribe, and shall be made by ballot, by plurality of the stockholders, allowing one vote for every share; and stockholders not personally present may vote by proxy made in writing directly to the person representing them at such election. In case it should happen at any time that an election of directors should not be made on the day it ought to have been made, the corporation hereby established shall not, for that cause, be deemed to be dissolved, but it shall and may be lawful on any other day to make and hold an election of directors, in such manner as shall be regulated by the by-laws and ordinances of said corporation." By section 10 it was provided that the 7th section of the act of 1845, subjecting every charter thereafter granted by the legislature " to alteration, suspension and repeal in the discretion of the legislature," should not extend to this corporation.

On the 30th day of November, 1875, the present constitution went into effect, and the 6th section of article 12, provided as follows: " In all elections for directors or managers of any incorporated company, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares so held by him or her in said company, multiplied by the number of directors or managers to be elected at such election; and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute such votes among two or more candidates; and such directors or managers shall not be elected in any other manner."

At the election in question, the relator, who owned 166 shares of the stock, offered to vote on the cumulative plan, under the constitution, by multiplying the number of his shares of stock by nine, the number of directors to be elected, and casting one-half of those votes (747) for himself as director. Three other...

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