Booker v. First Federal Sav. and Loan Ass'n

• Decision Date: 11 September 1959
• Docket Number: No. 20528,20528
• Citation: 110 S.E.2d 360,215 Ga. 277
• Parties: A. BOOKER et al. v. FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION et al.
• Court: Georgia Supreme Court

Page 360

110 S.E.2d 360

215 Ga. 277

A. BOOKER et al. v. FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION et al.

No. 20528.

Supreme Court of Georgia.

Sept. 11, 1959.

Syllabus by the Court.

A petition seeking injunctive relief and for a declaratory judgment was subject to general demurrers and was properly dismissed.

Aaron Kravitch, Savannah, for plaintiffs in error.

Connerat, Dunn, Hunter, Cubbedge & Houlihan, E. O. Hunter, J. D. McLamb, A. Pratt Adams, Jr., Savannah, for defendants in error.

ALMAND, Justice.

The judgment under review is one sustaining the general demurrers to a petition seeking a declaratory judgment and a temporary and permanent injunction.

The petitioners are J. A. Booker and ten others. The defendants are First Federal Savings and Loan Association of Savannah, a savings and loan institution, chartered and incorporated under the Federal Home Loan Bank Act (12 U.S.C.A. § 1421 et seq.), and A. Pratt Adams and four other individuals, who are alleged to have been illegally nominated and elected directors of the association on January 21, 1959. For specified reasons, which will be set out in this opinion, it is asserted that these named defendants were nominated and elected illegally and in violation of the rights of petitioners, members of the association. The prayers of petitioners were for a declaratory judgment on certain specified claims, and for an injunction restraining the named individuals from participating in the management of the association.

The grounds of the general demurrer were: (a) the petition shows no right to a declaratory judgment; (b) the petition fails to allege that the officers and directors would not have been elected even though the votes of the proxy committee had not been counted; (c) the petition fails to show that any attempt was made to nominate any other officers or directors; (d) the petition fails to allege a challenge to any of the votes which were cast in favor of the slate elected in person or by proxy, except those cast by the proxy committee; and (e) the petition shows that no other persons were nominated, hence any votes cast for the nominees were sufficient to elect them.

It was alleged that, under the rules and regulations of the Federal Home Loan Bank Act (12 U.S.C.A. § 1429), the annual meeting of the defendant association was held on January 21, 1959. At such meeting members of the association are permitted to vote in person or by proxy. Upon becoming members of the association, the petitioners signed a membership card agreeing that 'That official proxy committee of the institution is authorized in my absence to cast my vote or votes at any meeting of the members from year to year until this proxy is canceled in writing.'

At the annual meeting for 1959, held pursuant to the rules and regulations of the association, printed ballots containing the names of the directors who had been nominated were given to the members present at the meeting--some 75 to 100 members being present. The votes of the members present and those voting by proxy were counted, and it was announced that those nominated had been elected by a large majority. It is alleged that, if the proxies which were illegally voted were legal proxies, a majority of the legal votes cast were against the election of the nominees of the nominating committee.

The rules and regulations of the association, as shown by an exhibit to the petition, provided:

'Section 144.6(a) Nominating Committee. The president, at least 30 days prior to the date of each annual meeting, shall appoint a nominating committee of three persons who are members of the association. Such committee shall make nominations for directors in writing, and deliver to the secretary such written nominations at least 15 days prior to the date of the annual meeting, which nominations shall forthwith be posted in a prominent place in the home office for the 15 days' period prior to the date of the annual meeting. Provided such committee is appointed and makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by members are made in writing and delivered to the secretary of the association at least 10 days prior to the date of the annual meeting, which nominations shall forthwith be posted in a prominent place in the home office for the 10 days' period prior to the date of the annual meeting. Ballots bearing the names of all persons nominated by the nominating committee and by other members prior to the annual meeting shall be provided for use by the members at the annual meeting. If at any time the president shall fail to appoint such nominating committee, or the nominating committee shall fail or refuse to act at least 15 days prior to...