Oscar Looker v. Fred Maynard Joseph Dusenbury
Decision Date | 15 October 1900 |
Docket Number | No. 4,4 |
Citation | 179 U.S. 46,21 S.Ct. 21,45 L.Ed. 79 |
Parties | OSCAR R. LOOKER et al., Plffs. in Err. , v. FRED A. MAYNARD, Attorney General of the State of Michigan, on the Relation of JOSEPH W. DUSENBURY and Will J. Dusenbury |
Court | U.S. Supreme Court |
This was an information in the nature of a quo warranto, filed August 1, 1896, in the supreme court of the state of Michigan, by Fred A. Maynard, attorney general of the state, at the relation of Joseph W. Dusenbury and Will J. Dusenbury, against Oscar R. Looker, Charles A. Kent, Will S. Green, William A. Moore, Louis H. Chamberlain, William C. Colburn, Benjamin J. Conrad, John J. Mooney and Michael J. Mooney, to try the rights of the defendants and of the relators respectively to the offices of members of the board of directors of the Michigan Mutual Life Insurance Company. The right to those offices was claimed by the defendants under the original articles of association of the company, under the general laws of Michigan; and by the relators under a statute subsequently enacted by the legislature of the State, which the defendants contended to be unconstitutional and void as impairing the obligation of the contract made between the state and the corporation by its original organization.
The Constitution of Michigan adopted in 1850, art. 15, § 1, is as follows: 1 Charters and Constitutions, 1008.
The general law of Michigan of March 30, 1869, entitled 'An Act in Relation to Life Insurance Companies Transacting Business within this State,' contained the following provisions:
By § 1 'any number of persons not less than thirteen may associate together and form an incorporated company for the purpose of making insurance upon the lives of individuals, and every insurance pertaining thereto, and to grant, purchase, and dispose of annuities.'
By § 2
By § 5 'the articles of association shall be submitted to the attorney general for his examination, and, if found by him to be in compliance with this act, he shall so certify to the secretary of state.' Stat. 1869, No. 77; 1 Laws of Michigan of 1869, p. 124.
Under that statute the Michigan Mutual Life Insurance Company was duly organized July 3, 1870, with articles of association, the fourth of which provided as follows:
In 1885 the legislature of Michigan passed an act entitled 'An Act to Secure the Minority of Stockholders, in Corporations Organized under General Laws, the Power of Electing a Representative Membership in Boards of Directors,' the 1st section of which provided as follows: Stat. 1885, chap. 112; Public Acts of 1885, p. 116.
Directors were elected in accordance with the articles of association until the annual meeting of January 28, 1896, when, the whole number of directors being twenty-seven, of whom nine were elected annually, the whole number of votes for directors was 4893; the nine defendants received 3655 votes each; and Joseph W. Dusenbury, representing in his own right or by proxy 1238 shares, undertook, under the statute of 1885, to multiply the number of his shares by nine making the number 11,142, and, dividing this number equally, cast 5571 votes for himself and 5571 and Will J. Dusenbury; and, if his claim had been allowed, they two, the relators in this case, would have been elected directors. But his claim was rejected, his vote was allowed on 1238 shares only, and the nine defendants were declared elected, and assumed and have since exercised the offices of directors.
The supreme court of Michigan held the statute of 1885 to be constitutional and valid, and adjudged that the relators were elected directors, and should have been so declared. 111 Mich. 498, 69 N. W. 929. The defendants sued out this writ of error.
Mr. C. A. Kent submitted the case for plaintiffs in error.
[Argument of Counsel from pages 49-51 intentionally omitted] No brief was filed for defendants in error.
Mr. Justice Gray, after stating the case, delivered the opinion of the court:
The single question in this case is whether a power, reserved by the Constitution of a state to its legislature, to alter, amend, or repeal future acts of incorporation, authorizes the legislature, in order (as declared in the title of the statute of Michigan now in question) 'to secure...
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