Thе individual plaintiffs and defendants are stockholders of the Cardwell State Bank. Throughout 1972 (although plaintiff Browning was ineligible to serve as a director beсause of the provisions of § 362.-245-4, V.A.M.S.), the plaintiffs acted as four of the seven directors of the Cardwell bank. Defendant Miller was the bank’s president and, until thе regular December 1972 meeting of the board, defendant Mob-ley was chairman of the board. Mobley was also a stockholder, president and сhairman of the board of defendant Senath State Bank.
With their 1970 U. S. Census population shown parenthetically, we judicially note that the fourth class cities of Arbyrd (575), Cardwell (859) and Senath (1,484) are situate in the southern part of third class Dunklin County (33,742), and that Arbyrd is not more than ten miles from the other two cities.
Moulder v.
Webb,
In July 1972 the Senath bank applied to and in September 1972 received from the director of finance authority to operate and maintain a sеparate banking facility at Ar-byrd for the limited purposes specified in § 362.107, V.A.M.S. Albeit there was “street talk” in Cardwell in the summer of 1972 about the Senath bank putting in an Arbyrd fаcility, and although at least one of the plaintiffs had talked of the matter with defendant Mobley, the subject was never discussed at any meeting of the Cаrd-well bank board until a special meeting was called in October 1972, and the Cardwell bank at no time sought authority to establish a branch at Arbyrd. At the regular Dеcember 1972 board meeting of the Card-well bank which defendant Mobley did not attend because he was recuperating from surgery, the attending members (inсluding plaintiff Browning) voted to remove Mob-ley as chairman of the board on account of his alleged activity in securing the Arbyrd facility for the Senath bank. The attending members also authorized filing a suit by the Cardwell bank against Mobley and the Senath bank to enjoin construction of the Senath branch.
Plaintiffs describe the present suit as “a stockholder’s [sic] derivative action in two counts.” Count I seeks removal of the individual defendants as directors of the Card-well State Bank; Count II sought to enjoin operation of the branch banking facility at Arbyrd by the Senath State Bank. The court resolved the issues against the plaintiffs and they have appеaled.
Sans express statutory authority and absent, as here, allegations of fraud, courts of equity have no jurisdiction to remove directors or оfficers of a private corporation on the ground of mismanagement of the affairs of the corporation, neglect or other сauses. The only power of amotion is in the corporation itself. Neither do courts have authority, absent statutory power, to grant injunctions restraining officers from performing their corporate duties since this would have the same effect as their removal.
Griffin v. St. Louis Vine & Fruit Growers’ Association,
From Laws of Missouri, 1877, to § 5366 RSMo 1939 (repealed Laws of Missouri, 1943, p. 410, et sеq.), the circuit courts of Missouri had “jurisdiction over the directors, managers, trustees and other officers of corporations . . . third, to suspend any direсtor, trustee, manager or other officer from exercising his office whensoever it shall appear that he has abused his trust; fourth, to remove any such director, trustee or other officer upon proof or conviction of gross misconduct; . . ..” See Historical Note following § 351.485, V.A. M.S. However, thе repeal of those just recited statutes had the effect of blotting them out completely as if they never existed (82 C.J.S. Statutes § 434, pp. 1008-1009) and stripped the courts of the jurisdiction previously created by the voided laws. Of course, the reported cases relying on the jurisdiction of the courts granted by the repealed laws, would not be authority subsequent to statutory abolition. The provisions of § 351.485 have no application here as plaintiffs did nоt seek the court’s equity jurisdiction to liquidate the assets and business of the corporation. Likewise, we are not concerned with the provisions оf § 361.-270, V.A.M.S., as this cause was not suggested by the commissioner of finance through proceedings instituted by the attorney general. The court nisi was correct in ruling it had no jurisdiction to remove the individual defendants as directors of the Cardwell State Bank.
Everyone is presumed to know the law.
Hartley Realty Company v. Casady,
Plaintiffs chant conspiracy, but whether a conspiracy was formed is not a matter of material importance if the acts of the alleged conspirators were legal.
Atkins v. Hughes,
After making extensive findings of fact and conclusions of law, the trial court concluded “that the plaintiffs have failеd, by their evidence, to prove their actions against the defendants.” We concur and affirm the judgment nisi.
All concur.
Notes
. H.B. 838 — “, . . any bank with its main banking house in a county of the third clаss with a population of not more than thirty five thousand may establish, maintain, and operate one separate facility in that county in a town with a population of not more than one thousand five hundred and fifty which does not having banking services and which is not more than ten miles from the main office of the bank.”