Waller v. Henderson Telephone & Telegraph Co.

• Decision Date: 23 April 1907
• Parties: WALLER ET AL. v. HENDERSON TELEPHONE & TELEGRAPH CO.
• Court: Kentucky Court of Appeals

101 S.W. 372

WALLER ET AL. v. HENDERSON TELEPHONE & TELEGRAPH CO.

Court of Appeals of Kentucky.

April 23, 1907

Appeal from Circuit Court, Henderson County.

"Not to be officially reported."

Action by Aaron Waller and others against the Henderson Telephone &amp Telegraph Company. From a judgment for defendant, plaintiffs appeal. Appeal dismissed.

Yeaman & Yeaman, for appellants.

Dorsey & Stanley and Montgomery Merritt, for appellee.

HOBSON J.

The Henderson Telephone & Telegraph Company is a corporation created under the laws of this state; its affairs being conducted by a board of directors, composed of seven of the stockholders, elected by the stockholders at their annual meeting on the second Thursday in August in each year. A meeting of the stockholders was called for August 10, 1905 at 10 o'clock for the election of directors. Some of the stockholders met at the place designated at 10 o'clock there being 172 shares present, and elected appellees as directors. Other stockholders, holding 322 shares, who had been delayed in reaching the meeting place, held a meeting at 10:20 o'clock and elected appellants as directors. Appellants and appellees both claimed to be directors of the corporation, and appellants brought this suit, charging that the first meeting at which appellees were elected was fraudulent. The case was not tried in the circuit court until February 24, 1906. The court held in favor of the defendants and the plaintiffs prayed an appeal. The bill of exceptions was filed on May 24, 1906, and the record was filed in this court on November 13, 1906. It will thus be seen that before the case reached this court the term of the directors had expired, in August, 1906, as under the articles of incorporation the election for directors is to be held annually by the stockholders on the second Thursday in August. The case was submitted in this court on February 22, 1907, or more than six months after the term held by appellees had expired; and a judgment in favor of appellants would amount to nothing, as the term for which they claim to have been elected is ended, and they could now do nothing as directors.

In King v. Tilford, 70 S.W. 1064, 24 Ky. Law Rep. 1270 where there was a similar contest between municipal officers after the term had expired, this court dismissed the appeal. The court, after stating the facts, said: "So that, when this case was submitted for our consideration, the term...