81 Ky. 593 | Ky. Ct. App. | 1884
delivered the opinion op the court.
This proceeding is for a writ of mandamus to compel the officers of a turnpike company, leading from Augusta to Brookville, in Bracken county, to hold an election for officers of the corporation and to direct the manner in which the vote is to be taken, and also to prohibit those who are now claiming to be the officers of the road from controling it.
We are not disposed to adjudge that the chancellor was without power to require an election upon the presentation of a proper case, regardless of the act of March 3, 1876. (Gen. Stats., p. 959.) In cases of public corporations mandamus will lie to compel election of officers, and it is said in Angelí and Ames on Corporations, 10th edition, page 708: “We see no reason why the same remedy should not lie against a private corporation, aggregate, to enforce an obedience to the charter if they neglect or refuse to elect their proper officers.” These three stockholders, or those claiming that the election should be held under and in accordance with the act of May, 1880, are properly in a court of equity. /
The action was submitted by the plaintiffs (appellee^ at the answering term, and on the condition that the statements of the answer were to be taken as true with reference
From this amendment seems to have originated all the trouble, and with a road well managed, and paying dividends as but few turnpikes do in the State, the entire] plan of organization is changed for the purpose of giving) others control of the corporate property. It is not pretended that the legislative power, if it exists, was exercised} for the public good; but, on the contrary, if the answer true, and its statement must be so regarded on the hearing, neither the legislature nor the stockholders who were interested were consulted with reference to the public interests, and the only question presented here is whether one or two out of a number of stockholders will, without notice, be allowed to induce such legislation with reference to such a charter as will sacrifice both public and private interests. Regardless of the constitutional question involved, we have
The acceptance of such an amendment by the corporation should not be dispensed with solely to gratify the desire or advance the interests of those who obtained it without the consent of the corporate body.
The right to amend the charter may be expressly reserved, but that right does not confer the power of taking from the corporators the control of the corporate property, or to change the object of the charter by taking from those; having a right to select their officers under the charter, that right, and placing it in the hands of those whose stock, by reason of the increased power conferred by the amendment, are enabled to control the corporation. The right was not asked by the corporation, but granted by the legislature at the instance of a few stockholders without the consent or knowledge of the others. Conceding the right of the legislature to make the amendment, the^ corporation declined to accept it, and therefore the order entered below requiring an election must be reversed and cause remanded, with directions to set aside the order, and for further proceedings. The questions involved have been considered upon the statements of the answer alone, and an acceptance of the amendment may be shown, or that it was obtained at the instance of the corporation.
Judgment reversed, and cause remanded for proceedings consistent with this opinion.