61 Ind. App. 346 | Ind. Ct. App. | 1916
This appeal is prosecuted from a decree enjoining appellant from exercising any of the rights and privileges and from performing any of the duties in terms created in him, together with two associates, by a certain contract, executed by appellee to them under date of April 11, 1912, and also from doing certain acts to the prejudice of appellee, its officers and agents, in the management of the affairs of the company. The sole error assigned is predicated on the overruling of appellant’s motion for a new trial. To determine this appeal, it is necessary to consider only the sufficiency of the evidence to sustain the decision. The somewhat voluminous evidence is in substance as follows: Prior to April, 1912, appellant and his. .two associates took steps looking to the organization of a mutual life insurance company on the assessment plan under the provisions of the act of 1897. Acts 1897 p. 318, §4739 eiseg. Burns 1914. In carrying out their purpose, they interested nine other gentlemen in the enterprise, to wit, George Lemaux, W. P. Edmondson, George M. Weber, William A. Walker, Edgar L. Apperson, Biley C. Adams, W. F. Hughes, Eben H. Wolcott, and David B. Hill. As a result, appellee was organized as a mutual life insurance company. Under date of April 2, the twelve gentlemen, as prospective incorporators,
April 9, being before the incorporation of the company had been perfected by filing the articles, etc., the other nine incorporators entered into a contract in writing with appellant and his two associates, reciting therein that the latter three had promoted the company, and to that end had expended time and performed labor, and providing among other things that in ' consideration of
The incorporation of the company was perfected April 11. Thereafter, but on the same day, the board of directors met and organized by the election of appellant and his associates with others as the executive officers. Thereupon, by the unanimous vote of the board of directors, except appellant and his two associates, the contract, a draft of which was annexed to the contract of April 9, was executed, it being signed on behalf of the company by certain officers designated to that end, and by the signatures of appellant and his two associates being appended thereto. Appellee is named as first party, and appellant and his two associates as second parties to the contract. It provides in substance that the second parties are thereby appointed general managers of the company, and that as such they.shall have the general management of all the affairs of the company with full power to execute the
There was evidence that soon after the execution of the contract creating the board’ of managers, strife and contention arose among appellant and his associates as members of such board respecting the affairs of the company. As a consequence, one of such associates by a writing dated July 23, 1912, abrogated such contract and released appellee from all liability thereunder, and retired from the board. September 12, 1912, the other associate by a like writing took a similar action. Thus appellant remained as the sole member of such board. Shortly thereafter the board of directors deeming the contract with appellant and his associates terminated by the withdrawal of the latter, negotiated with the former respecting a new contract. Appellant, however, insisted that the contract was in force as to him, and that he was authorized to exercise all the rights and powers thereby granted to the, board of managers.
Appellant and his associates as promoters had undertaken the work of procuring the number of applications for insurance required in order that
Assuming, without deciding, that a board of directors may for the term of its own existence delegate powers as comprehensive as in the contract here, we know of no decision or authority that it may be done beyond recall to be effective for such an extended period. See Wainwright v. P. H. & F. M. Roots Co. (1912), 176 Ind. 682, 687, 97 N. E. 8. The judgment is affirmed.
Note. — Reported in 112 N. E. 16. As to tie trustee character assumed by members of board of managers, see 139 Am. St. 602. See, also, under (1) 10 Cye 773; (4) 10 Cye 275.