This action is brought under the provisions of sec. 286.32, Stats., which provides that the circuit court shall have jurisdiction over directors, managers, trustees, and other officers of'corporations, among other things (1) to compel them to account for their official conduct in the management and disposition of the funds and property committed to their charge; and (2) to order and compel payment by them to the corporation whom they represent and to. its creditors of all sums of money and of the value of all property which they may have acquired to themselves or transferred to' others or may have lost or wasted by any violation of their duties as such directors, managers, trustees, or other officers.
Whether a court of equity should carry its supervisory powers to the extent of passing with refined nicety upon the salaries paid by a corporation to the officers thereof need not be considered in this case, for the following reasons: as disclosed in the statement of facts, from the time of the organization of this corporation down to the year 1922 it
It appears that Ehaney was hostile to the control of the company by Chesebro and to the appointment of Jennie R. Chesebro as secretary-treasurer. He offered a resolution fixing the salary of secretary-treasurer at $500 per year. It does not appear that he made any other attempt to bring about a change of salaries at that meeting. In view of the fact that the secretary-treasurer had drawn $6,500 during the preceding year, it is not surprising that his resolution failed to receive the unanimous vote of the board of directors. Since the board of directors was unable to agree upon a change of the salary for the secretary-treasurer, by force of the article of incorporation just quoted the salary provided for that office for the preceding year remained the lawful salary- for the then current year.
“As Herbert Chesebro owned and held 668 shares of the common stock in 1923, 1924, and .1925, exclusive oí the fifteen shares held by his wife and Mr. Croc\er, it follows that Mr. Chesebro, owning more than two thirds of all the common stock, has the power, if he chooses to exercise it, at any meeting of the stockholders to cause the adoption of an amendment of the articles which will repeal the aforesaid requirement for unanimous consent of the directors to a change in the salaries of officers. Hitherto Mr. Chesebro has not done so.”
We see no reason why he should, and are at a loss to understand the relevancy of this observation. Certainly it cannot be contended that Mr. Chesebro was under any obligations to vote his stock for any amendment of the articles of incorporation, and there is something ironical in the thought that he was under obligations, after having acquired control of the company, to vote for an amendment of the articles of incorporation to which Ehaney in his lifetime consented presumably for his own protection, for it is at once a sword and a shield. But however that may be, the circuit judge was in error in assuming that Chesebro has it within his power to amend the articles of incorporation.
Sec. 180.07 provides that articles of incorporation may be amended “by a vote of at least the owners of two thirds of all the stock then outstanding . . . unless a greater vote shall be required in its articles.” The original articles of incorporation provided that they might be amended “by a. vote j.'.ojiat;Jeast two thirds of all the stock of said corporation then 'N'o'tft&f'áfiding.” But at the stockholders’ meeting held in J&ldÜáry, 1906, already referred to, this article was amended so as to read as follows: “These articles, may be amended . . , b'eing (by) a vote of at least three fourths of all the stock then outstanding.” Apparently this amendment was ' adopted'aS 'a further protection to each of the three incorpo-
By the Court. — Judgment reversed, and cause remanded with instructions to dismiss plaintiff’s complaint.