Cassell v. Lexington, Harrodsburg & Perryville Turnpike Road Co.

• Decision Date: 27 October 1888
• Parties: CASSELL et al. v. LEXINGTON, H. & P. TURNPIKE ROAD CO. et al.
• Court: Kentucky Court of Appeals

9 S.W. 502

CASSELL et al. v. LEXINGTON, H. & P. TURNPIKE ROAD CO. et al.

Court of Appeals of Kentucky.

October 27, 1888

Appeal from circuit court, Jessamine county.

Action by the Lexington, Harrodsburg & Perryville Turnpike Road Company and Bryan and others, his associates, claiming to be president and directors of the company, against John L Cassell and others, his associates, claiming the same offices. Judgment for plaintiffs, and defendants appeal.

R. P Jacobs and Thos. C. Bell, for appellants.

Bronaugh & Bronaugh, J. D. Hunt, and P. B. Thompson, for appellees.

LEWIS C.J.

The question involved in this case is whether Cassell and others or Bryan and others, appellees, are legally the president and directors of the Lexington, Harrodsburg & Perryville Turnpike Road Company. May 15, 1886, an act entitled ""An act to better protect turnpike roads in which the state is interested" was passed and approved, the provisions of which are as follows: "In all annual elections of directors in any turnpike road company in which the state owns stock, the individual stockholders may elect the directors, subject to the approval of the commissioners of the sinking fund. The names of the directors shall be certified to the commissioners of the sinking fund for their approval or rejection by the officers of election. The commissioners of the sinking fund may approve or disapprove of the directors in whole or in part. If all the directors are approved * * * they shall be directors; if part are approved, those approved shall be directors. The commissioners * * * shall certify their approval to the officers of election. If the commissioners * * * disapprove any director elected as above provided, they shall certify their disapproval to the officers of election. The approved directors shall elect other directors in the place of the disapproved directors. The parties elected as above shall constitute a full board of directors. No disapproved director shall be re-elected." Under that act, which was formally accepted by the stockholders of the company, Bryan and others were March 23, 1887, duly elected directors, and June 16 1887, the commissioners of the sinking fund certified to the officers of the election their approval of each of them. March 23, 1888, being the time appointed by law, another election was duly held, and Bryan and his associates were again elected. But April 12, 1888, an act entitled "An act to amend the charter of the Lexington, Harrodsburg and Perryville Turnpike Company" was passed by the legislature, which is as follows: "That the charter of the Lexington, Harrodsburg & Perryville Turnpike Company be and the same is hereby repealed, as follows, to-wit: That this corporation shall not be subject to the provisions of an act entitled 'An act to better protect turnpike roads in which the state is interested, approved May 15, 1886,' and said act is hereby repealed, so far as it applies to this company. That hereafter the annual election of a president and directors of this company shall be held on the first Tuesday in May next and on the same date annually thereafter; and the president and directors so elected shall hold their respective offices for one year from the date of their election and until their successors are elected. The president and directors of this company elected in March, 1888, shall hold their offices until their successors shall be elected on the first Tuesday in May, 1888, as hereinbefore provided, and no longer. This act shall take effect and be in force from and after its passage." On the first Tuesday in May, 1888, an election was held in the court-house at Harrodsburg, and, according to the return made by the officers of that election, Cassell and his associates received all the votes then cast for directors, and, after qualifying as such, and electing one of their number president, endeavored to take possession of the road, and control of gate-keepers and other employees, and to collect the money...