The daily crescent. [volume] ([New Orleans, La.]) 1848-1851, 1851-07-19


Southern Mutual LIE Insurance Company
Judge Larue delivered The following opinion in this
important case yesterday morning We copy it
from the P,cayune Of last EVENING"
First District Coi6t-P Peter r. Fell and Others vs..
The Southern Mutual Lifs Insurance Company Of
Louisiana 1t appears from tie evidence 10 this
case, thai at The meeting If the Directors Of the
Southern Mutual Lille liaarance Company, held on
June 3, 1851, the appii ans, Fell Bach, Macs
Seger and others OF The Board OF Directors of said
Company, passed res0lnii rs removing from the
direction Edward Mcpherson and VIM g. Ken
dali, for reasons set forth 10 those resolutions The
proceedings Of this meeting were not entered upon
the books OF he company, but have been intro
dnesd IN evidence before tliisc0urf. AT subse-
qusut meeting, held On June 26, Mcpherson Ken
dali and other members Of the direction, ret0Fied
upon Bach, Macs and Fell . and in return removed
them for such reasons they also choose toRssign
The persons concerned IN the latter removal hav-
ing Possession Of be office, and being sustained by
the President. tller action more efsselua than
the first had been. The resolution was carried
INTO efIsci, add the applicants deprived Of their
seats al the board. This gave cause to the present
suit.
The applicants claim. Them that they are mem
beFs Of The Board Of Direction, and were impro-
perlY removed from their position. The defence H.
that they were not, under the chatter Of lhe com.
parry, possessed 81 he necessary qualifications for
directors Of said company, NOT being members
thereof, lhis defence applies particularly 70 Fell
baeh and Macs; to SeQer, who was appoint
ed g director BY The charer Of the company, il
is alleged that he failed to accept. or virtually
resigned bis position by not attending 10 the duties
il imposed on him for more than a year Tie
proof 10 The care Isl thar Bach, Fell and Macs
were elected 70 fill vacancies in the Board Of d.
rectors, and had acted as members Of the Board,
but that they were not members of the cufnpanv
az required BY The pr0ylsi8as0f article 4. section
l, Of tho charter Of said campany, in accordance
with he definition q memberanip laid down 10
article 3, section 1 of the same charter.
Now The list question which presents itself for
inquiry, is asfo The right ol the BuaFd Of Direct.
Ors 10 remove portion Of is oWn membens
there s not the slightest doubt that de Board of
Directors has the right under che genera law gov
efnDg eorpofaiions, and according to the terms Of
the charter of tie company, to remove any Of the
officers or employee uf the company bnr cannot
consider that director Of The company Is an of
Ger or employee within the meaning Of these
terms az they are Technically aud ia tie law nor
can consider that one OF more directors have the
right tost NJ Judgment upon aud decide upon The
expulsion OF another unless here be something in
ths charter 0T the corporation ITSELF or ia the posi-
i've law governing corporations in general, which
gives the right.
find nothing in the charter Of this corporation
o. 10 its bylaws which authorizes such pressed
ings have searched ia vain in the positive stat
ules OF the Stale, and in the authorities ubnn The
subject OF corporations fJr something which sup-
famed such q course More paftcularfv Uopld ina
exercise Of sHeh aforesaid right BE- Injurious not to
say abtuFd, ia the case Of the present Corporation
The Board Of Directors consists of twenty meme
beFs, 1--WE Of whom constitute a quorum II nc
power Of removal existed, thfes Of those Eve from
personal piqus, private interest, or some Other 81
worthy motive, could remove HI ff.esn who ni8li
happen 10 be absent from meeiiHgs and II the same
course Was pursued, As was puf ued in the removal
Of Bach. Macs ard Fell, Of letting the parties vole
upon tie question Of their own removal, The FIVE
after having removed the others cnnld turn round
and remove each other. A proposition 30 incon-
sisteHt with common sense never has besn, and
never can be, sanctioned by law The only way
the inleles If She enrparai0u snd Of the members
oil that corporations can BE- promoted is bY Iasorf
to the tribunals Of justice 70 decide upon the quail
fcaIon Of its members, when those qualifications
are Questioned The law has amply provided for