State Ex Rel. Dendinger v. J. D. Kerr Gravel Co.

ST. PAUL, J. This is a proceeding by mandamus to compel the defendant corporation and its president to call a meeting of its stockholders, and also of its board of directors. The charter provides that the annual meeting of stockholders shall be held on the second Monday of May in each year. On that day in 1924, some of the stockholders assembled for that purpose; but the president protested that one of the stockholders (his wife) had not been notified (by himself), and announced that he would contest the legality of anything' done under the circumstances. Thereupon the assembly parted, and this mandamus followed. I. The sum and substance of the defense is that the president fears that said stockholders will elect a board of directors and officers who may be unfavorable to himself and his interests, and that he has never been requested in writing to call said meeting. Such a position is, of course, untenable. It is the plain ministerial duty of the president to call said meeting, whether requested to do so or not; and, if the stockholders do anything they have no right to do, it will then be his privilege to complain. II. He also refused to call a meeting of the board of directors for much the same reason, to wit, he fears that said board will interfere with his control and management of the affairs of said corporation in his capacity of president, which meetings would therefore not be “for a lawful purpose,” according to his views. Such position is likewise untenable. The management of the corporation’s affairs belongs to the board of directors, and not to the president. III. The president also refuses to produce the minute book of the corporation before any such meeting. Which is again an untenable position. The stockholders and directors of the corporation are entitled to have the minute book, and all other books, brought before their meetings. IV. The trial judge ordered the defendants to call a stockholders’ meeting, but dismissed *327 the other demands. Defendants appealed, and plaintiffs have answered, praying for an amendment of the judgment in this last respect; to which amendment they are clearly entitled. Decree. The judgment appealed from is therefore amended so as to read as follows, to wit: It is therefore ordered that J.. D. Kerr, president of the J. D. Kerr Gravel Company, do forthwith call a meeting of the stockholders of said corporation, and promptly notify all stockholders thereof; that he forthwith call a meeting of the board of directors, and promptly notify all directors thereof; that he produce at both or either and all of said meetings the minute book of said corporation and all such other books as may be called for by said meetings; and that said J. D. Kerr pay all costs of these proceedings in both courts.