Bartlett v. Fourton

Citations

• 115 La. 26
• 38 So. 882
• 1905 La. LEXIS 607

Syllabus

<p>CORPORATIONS — ELECTION OE DIRECTORS — PETITION TO SET ASIDE — SALE OP STOCK — OPTION O W CORPORATION — 'WAIVER— STOCKHOLDERS— VOTING CAPACITY — RECEIVERS.</p> <p>1. A petition by a small minority of apparently defeated candidates, seeking to set aside an election — in which they have participated, though under protest — of directors of a business corporation, for alleged illegalities and irregularities, such as the bolding of the election in a place other than the office, failure to give notice by publication, and the appointment of commissioners by the president instead of the board of directors, discloses no cause of action, when it is not alleged that the corporation has any office, or that any stockholder has been deprived of his vote or of any other substantial right, and the allegation of protest is not accompanied by an allegation of injury resulting from the matters protested against.</p> <p>2. Conceding (arguendo, only) that a provision in the charter of a Louisiana corporation giving to such corporation a preference in the matter of buying its own stock can be sustained, such provision nevertheless inures to the benefit of the corporation, and cannot be invoked by an individual stockholder merely upon the ground that persons who have acquired stock, which was not first offered to the corporation, did so for the purpose of controlling the corporation, since stock may be legitimately acquired for that purpose; nor can it be invoked by the corporation after the transfer of the stock, since, in permitting the transfer to the person acquiring, the corporation waives whatever right of preference it might have.</p> <p>3. The charter of a business corporation may regulate the voting capacity of its shareholders, and where such capacity is determined by the number of shares held, coupled with a provision that no individual shall hold more than a certain number, the voting capacity is limited to that number, and the provision cannot be evaded by holding and voti