Brindley v. Walker

Citations

• 221 Pa. 287
• 70 A. 794
• 1908 Pa. LEXIS 480

Syllabus

<p>Corporations — Officers—Secretary and treasurer — Ministerial office— Removal — Act of April 29,1874, P. L. 73 —Act of May 14,1891, P. L. 61.</p> <p>The general rule with respect to officers in ordinary private corporations, is that all below the grade of directors, and such other officers as are elected by the corporation at large, hold their offices durante bene plácito, and are removable by the directors without cause being assigned.</p> <p>The secretary and treasurer of a corporation organized under the Act of April 29, 1874, P. L. 73, are ministerial officers, and are removable by the board of directors without cause being assigned for such removal.</p> <p>The provision of the Act of May 14, 1891, P. L. 61, amending the Act of April 29, 1874, P. L. 73, that the business of the corporations chartered thereunder “ shall be managed and conducted by a president, a board of directors or trustees, a secretary or cleric, a treasurer, and such other officers, agents and factors as the corporation authorizes for that purpose,” does not make the secretary and treasurer other than ministerial officers, or protect them from removal by the directors.</p>