Schultz v. Commonwealth Mortgage Co.

Citations

• 12 Del. Ch. 104
• 107 A. 774
• 1919 Del. Ch. LEXIS 3

Syllabus

<p>When an election of directors of a corporation by the stockholders has in fact been held ‘either on the day designated by the by-laws or some other day prior to the application to the Court of Chancery, pursuant to General Incorporation Act, § 31, to summarily order an election, the Court has no power to order an election.</p> <p>The Court of Chancery should_ not, on the application of a stockholder in a corporation pursuant to General Incorporation Act, § 31, order an annual election of directors by stockholders merely because since the last-stated election day designated by the by-laws eight-ninths of the shares of stock voted on the election of directors then have been canceled as illegally issued by judicial decree in another state where the corporation was doing business.</p> <p>The stock ledger of a corporation, under General Incorporation Act, § 29, is the only evidence as to who are stockholders entitled to vote at an election of directors.</p>