Complaint.
"Plaintiff above named, complaining of the above-named defendants in the above-entitled action, alleges:
"First. That heretofore, to wit, on or about the 9th day of September, A. D. 1892, in a certain cause depending in this honorable court, to wit, in the court of common pleas for the county of Charleston, in said state, entitled E. M. Moreland v. Assistance Building & Loan Association, the plaintiff herein, G. L. Buist, was duly appointed receiver for said association, and by said court authorized and empowered to take charge of, all and singular, the assets of said corporation, and to bring, and continue if already brought, all actions of any kind and description, and to prosecute the same in such manner as he may be advised by his counsel, and shall, whenever in the judgment of his counsel, or either of them, it be deemed expedient and
proper, bring such action or actions against either the president and directors, or any one or more of them, for any alleged charges of negligence or otherwise, for and on behalf of said association, if he be requested so to do. Said G. L. Buist duly entered upon the discharge of his duties as such receiver, having qualified as required by said order, and ever since has been, and is now, the duly-appointed receiver of said association, and has brought this action in conformity with the provisions of said order, and as requested so to do.
"Second. That under and by virtue of an act of the legislature of the state of South Carolina entitled 'An act to incorporate the Assistance Building and Loan Association of Charleston, ' approved on 21st day of December, A. D. 1882, the Assistance Building & Loan Association was created a body politic and corporate for the purpose of making loans of money secured by mortgage on real estate or personal property, or by conveyance of the same to their members and stockholders, the capital stock of said association to consist of two thousand five hundred shares, but, as soon as one thousand shares were subscribed, said association to organize and commence operations; said shares to be paid by successive monthly installments of one dollar on each share.
"Third. By said charter it was further enacted that said corporation shall have power and authority to make any such rules and by-laws for its government as are not repugnant to the constitution and laws of the land; shall have members and succession of members and officers as shall be ordained and chosen according to their said rules and by-laws made or to be made by them; shall have and keep a common seal, and may alter the same at will; may sue and be sued, plead and be impleaded, in any court of law or equity in this state; and shall have and enjoy all and every right and privilege incident and belonging to corporate bodies, according to the laws of the land.
"Fourth. By said charter it was further enacted that the funds of said corporation shall be loaned to the members and stockholders upon the security of real and personal estate, and used in the purchase of real and personal estate, for the benefit of its members and stockholders, on such terms, and under such conditions, and subject to such regulations, as may from time to time be prescribed by the rules and by-laws of said corporation.
"Fifth. By said charter it was further enacted that whenever the funds of said corporation shall have accumulated to such an amount that, upon a fair and just valuation thereof, each stockholder and member shall have received, or be entitled to receive, the sum of two hundred ($200) dollars, or property to that value, for each and every share of stock by him or her so held, and when such distribution and division of the funds shall have been so made, then this corpora-tion shall cease and determine. All of which provisions of said charter will more fully appear by reference thereto in 18 St. S. C. p. 5.
"Sixth. Pursuant to the provisions of the said charter, the Assistance Building & Loan Association was duly organized and commenced operations on or about the 7th day of August, 1883, and made rules and by-laws for its government. A copy of said rules and by-laws is hereto annexed, and made a part hereof, and marked 'Exhibit A.'
"Seventh. That during the times hereinafter mentioned the defendants, Alexander Melchers (president), Daniel Ravenel, Patrick Darcy, Jacob Kruse, J. Orrin Lea, Lee Loeb, A. F. C. Cramer, W. H. Welch, Robert Martin, P. W. Cappelmann, J. Alwyn Ball, and B. Feldmann, were duly elected and qualified directors of said Assistance Building & Loan Association, —that is to say, the said Daniel Ravenel, from the organization of said association to November, A. D. 1890; the said J. Orrin Lea, from the organization of said association to the —— day of September, 1890; the said Lee Loeb, from the —— day of September, 1890, to the present time; the said J. Alwyn Ball, from the organization of said association to the —— day of September, 1885; the said Robert Martin, from the —— day of July, 1891, to the present time; the said F. W. Cappelmann,. from the —— day of January, 1891, to the present time; the said B. Feldmann, from the —— day of September, 1889, to the present time; the said Alexander Melchers, from the organization of said association to the present time; the said Patrick Darcy, from the organization of said association to the present time; the said Jacob Kruse, from the organization of said association to the present time; the said A. F. C. Cramer, from the organization of said association to the present time; the said W. H. Welch, from the organization of said association to the present time. Said defendants, directors, during their said respective terms of office, were charged with all the duties, and subject to all the responsibilities, attached to said office of directors in said association under the charter and by-laws of said association and laws of the land.
"Eighth. That said defendants, and each and every of them, so carelessly, negligently, wrongfully, and unlawfully, from time to time, performed and omitted to perform the various duties pertaining to their said offices, as directors in said association, as to cause a loss to said association of the sum of fifty-eight thousand dollars.
"Ninth. That, among other acts of negligence of defendants which caused the said loss, plaintiff alleges that said defendants, and each and every of them, while in office as directors, failed and neglected to meet statedly on the 7th of each and every month, for the purpose of disposing of the funds and attending to the financial affairs of the corporation, as required by the by-laws of
said association. Said defendants, directors, while in office as aforesaid, also failed and neglected to hold on the fourth days after the monthly meetings the special and other meetings for the consideration of the securities offered for the loans of the funds of said association, as required by the by-laws of said association. Said defendants, directors, also failed and neglected from time to time, while in office as aforesaid, to inspect the books and accounts of the said association, and to audit the same, as required by law and by the by-laws of said association. Said defendants, directors, while in office as aforesaid, failed and neglected to have the annual statements properly audited by three members of the corporation, as required by the by-laws of said association. Said defendants, directors, while in office as aforesaid, failed and neglected to have orders on the treasurer of said association sanctioned by a majority of the board of directors, as required by the by-laws of said association. Said defendants, directors, while in office as aforesaid, failed and neglected to appoint a suitable and proper person as treasurer of said association, and failed and neglected to require said treasurer to give a proper and sufficient bond to said association, as required by the by-laws of said association. Said defendants, directors, while in office as aforesaid, allowed the funds of said association, from time to time, to accumulate in the hands of the treasurer of said association, instead of lending or distributing the same among the stockholders, as required by the charter and by-laws of said association. Said defendants, directors, while in office as aforesaid, made, reported, and published annual statements for the stockholders of said...
