State ex rel. Haeussler v. Greer

• Citation: 78 Mo. 188
• Parties: THE STATE ex rel. HAEUSSLER v. GREER, Appellant
• Decision Date: 30 April 1883
• Court: United States State Supreme Court of Missouri

78 Mo. 188

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 stockholders, owning in the aggregate 380 shares of the stock, offered to vote their stock for relator in the same manner, which, added to relator's own votes, would have given him a total vote of 4,261, sufficient to elect him, while under the plan of voting one vote for each share he would have received but 540 votes, if all of his own stock and that of the other three stockholders had been cast for him. Greer received 3,327 votes cast in the manner provided by the charter of the institution, and the canvassers rejecting the votes cast for relator, declared Greer duly elected, and he was admitted as a director.

The following questions are involved: 1st, Was section 6, article 12 of the constitution intended to have a retrospective operation as to the charter of the German Savings Institution and other similar charters? 2nd, If so, had the convention which framed that constitution power under the constitution of the United States, to substitute the cumulative plan of voting the stock in the election of directors of that institution for the plan described by its charter?

1. RETROSPECTIVE OPERATION OF STATUTES AND CONSTITUTIONS: election of corporation directors.

A law will not be construed to be retrospective unless by its terms it is clearly intended to be so. “It is not enough that general terms are employed broad enough to cover past transactions,” and “statutes are to be construed as prospective only if possible.” These general propositions are fully sustained by the authorities cited by Mr. Sedgwick in his work on the construction of statutory and constitutional law, page 161. Our constitution forbids the enactment of retrospective laws by the general assembly, and in such disfavor are such laws held and so generally are they condemned, that the intent to give a retrospective operation to a law must be clearly expressed in order that it may receive such a construction.

The language of the constitutional provision under consideration is broad enough to embrace all corporations, but there is no such clear expression of an intent that it should operate upon such corporations as had been previously incorporated with an express exemption from the operation of the general law by which the legislature was authorized to repeal, alter or suspend the charter of every corporation, as makes it necessary to give it that construction.

It was held in the Trustees of Dartmouth College v. Woodward, 4 Wheat. 518, that the charter of a private corporation constitutes a contract between the corporation and the state within the meaning of that clause of the constitution of the United States which declares that no state “shall pass any law impairing the obligation of contracts,” and that doctrine has been adopted by this and the courts of most if not all the states of the union. Sloan v. R. R. Co., 61 Mo. 30; Scotland Co. v. R. R. Co., 65 Mo. 135. In the latter case it was contended that section 16 of article 11 of the constitution of 1865 operated to repeal a provision of defendant's charter exempting its property from taxation. That section of the constitution of 1865 reads as follows: “No property, real or personal, shall be exempt from taxation except such as shall be used exclusively for public schools, and such as may belong to the United...