Troy Mining Co. v. White

Citations

• 10 S.D. 475
• 42 L.R.A. 549
• 74 N.W. 236
• 1898 S.D. LEXIS 21

Syllabus

<p>1. A meeting of the directors of a mining corporation, having no by-law for calling- meetings, held at the office of its president, called by him on verbal notice, at which all the members were present except one, who could not have voted, because directly interested in the only business transacted, is legal, under Comp. Laws, § 2932, Subd. 4, providing that, “when no provision is made in the by-laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president,” and the acts of the directors at such meeting are binding.</p> <p>2. The answer in an ■>ction by a corporation against a decedent’s estate, after setting out an agreement of settlement, alleged “that said claim * and demand of plaintiff * * * was thereupon, on the said date, settled, compromised, satisfied, and discharged by said company and said decedent, by the said company accepting the claim and demand of the said decedent for the use of the said assay outfit and survey instrument, together with the said outfit and the said instrument, in full settlement, satisfaction compromise, accord, and discharge for the said claim of the plain tiff against the said decedent, and the said plaintiff thereupon became the owner of said” outfit, etc. JH.eld a sufficient allegation that an agreement for an accord was executed by an acceptance of the consideration of the accord.</p> <p>3. It is competent for the board of directors of a corporation to enter into a contract of accord and satisfaction with a member of the board who is also treasurer of the corporation,</p>