State ex rel. Mines v. Guertin

• Decision Date: 08 January 1909
• Citation: 106 Minn. 248,119 N.W. 43
• Parties: STATE ex rel. COPPER BUTTE MINES et al. v. GUERTIN.
• Court: Minnesota Supreme Court

106 Minn. 248

119 N.W. 43

STATE ex rel. COPPER BUTTE MINES et al.

v.GUERTIN.

Supreme Court of Minnesota.

Dec. 18, 1908.

On Reargument, Jan. 8, 1909.

Appeal from District Court, Hennepin County; David F. Simpson, Judge.

Mandamus by the State, on relation of the Copper Butte Mines and Frank Bates, as secretary thereof, against William F. Guertin, the former secretary, to compel him to turn over the seal, stock book, and other property of the corporation. Judgment for relators, and defendant appeals. Affirmed.

Syllabus by the Court

The articles of a corporation provided that a board of directors should serve for one year, and until their successors were elected and qualified, and that the officers of the corporation should be chosen by the directors at their first meeting after their appointment or election, and hold office for one year, or until their successors are elected and qualified.

Held, the stockholders having failed to elect a board of directors at the annual meeting, the hold-over directors were authorized, at a meeting called for that purpose, subsequent to the annual meeting, to elect new officers as the successors of those holding over.

The minutes of corporation meetings are prima facie evidence only of the proceedings, and parol testimony is admissible for the purpose of proving what actually occurred.

Mandamus is the proper remedy to compel the delivery of the seal, books, and papers of a corporation by a secretary who refuses to deliver them to his successor in office, when it appears that he does not hold them under any color of right to the office. J. W. Crane, for appellant.

Lind, Ueland & Jerome, for respondents.

LEWIS, J.

Proceedings in mandamus, upon the relation of the Copper Butte Mines, a corporation organized under the laws of the territory of Arizona, and Frank Bates, as secretary thereof, against William F. Guertin, the former secretary, for the purpose of compelling Guertin to turn over to Bates the seal, stock book, and other property of the corporation. The appeal involves three principal questions: (1) The shareholders, at the annual meeting in 1908, having failed to elect a board of directors, did the holding-over board of directors have authority, at a special meeting subsequent to the annual meeting, to elect officers to succeed those who were holding over? (2) Was parol evidence admissible to prove that Bates was elected secretary at the special meeting of the directors? (3) Is the action of mandamus the proper remedy?

The articles of incorporation place the management of the business in a board of seven directors, to be selected from their number by the stockholders at the annual meeting, ‘and said board shall serve one year and until their successors are elected and qualified.’ At the annual meeting of June 2, 1908, the stockholders failed to elect a new board of directors, for the reason that no person voted for received a sufficient number of votes. The stockholders having failed, at the annual meeting of June 2, 1908, to elect a new board of directors and new officers for the ensuing year, a meeting of the hold-over board of directors was called on the 11th of July, 1908, by order of the court, in pursuance of the statute, at which meeting new officers were elected as follows: Eugene B. Crabtree, president; William H. Lucia, vice president; Frank Bates, secretary; and Henry A. Blume, treasurer. The articles of incorporation provide: ‘* * * And all officers shall be chosen by the directors at their first meeting after their appointment or election, and shall hold office for one year, or until their successors are elected and qualified.’ A strict construction of this provision is insisted upon. It is claimed that there is no provision for the election of officers by the directors at any other time than the first meeting after their appointment or election; that the first meeting of the hold-over board having taken place immediately after the annual meting in 1907, at which time Guertin was elected secretary, the power of that board to elect a successor had been exhausted, and therefore Guertin held over until a new board of directors should choose his successor. We are unable to take this view. The articles of incorporation are consistent. The...