State ex rel. Jamieson v. LaVergne

122 Wash. 517 | Wash. | 1922

Main, J.

-The plaintiff brought this action for the purpose of having the defendants and each of them ousted from the office of trustee of the Sacajawea Lumber & Shingle Company, a corporation. The defendants answered by certain admissions and denials and pleaded an affirmative defense. Thereupon the plaintiff moved for judgment on the pleadings, which motion was sustained and a judgment entered as prayed for in the complaint. The defendants appeal.

The complaint is .long and somewhat involved, and attached to it as an exhibit is a copy of the minutes of the stockholders ’ meeting at which the appellants were elected trustees, and which meeting is claimed to be illegal and void. The answer admits that the exhibit is a true copy of the minutes. These minutes recite the persons present and the number of shares of stock owned by each. The respondent, as the minutes show, objected to the meeting being held, among other things, because the books of the company were not presented which would show who the stockholders were and the number of shares owned by each, and also because no financial statement was presented to the meeting as required by a by-law of the corporation.

Conceding that, under the by-laws of the corporation, the presentation of the books and the financial statement was required, there is no law or statute, so far as we are advised, which makes the holding of a meeting without a presentation of the books or the statement void and of no effect, if, in fact, the parties present and acting were the owners of a sufficient amount of the stock to enable a legal meeting to be held. The question is one of fact and cannot be determined upon a motion for judgment on the pleadings. Had the books been presented, they would have contained evidence of who were the stockholders entitled to vote, but the failure to present them does not make the meeting void if the persons present and acting were, in fact, stockholders.

The judgment will be reversed, and the cause remanded with directions to the superior court to overrule the motion for judgment- on the pleadings.

Parker, C. J., Fullerton, and Tolman, JJ., concur.