Eureka daily sentinel. [volume] (Eureka, Nev.) 1871-1887, 1878-08-29

lpccis1On In TIC ease OIL tste Con-
tested Dictatorship.
The London Mining Journal of August
10th has the following. The decision is
against the old Board
In connection with the Richmond Di-
rectors' dispute, the Master of the Rolls
has decided in favor Of Mr.. Pulbrook. 1t
will be remembered that Mr.. Pulbrook.
prior to his election, was possessed Of 100
shares, or sufficient to qualify him as a
Director but owing to some mistake, a
Mr.. Cuthbcrt, a transferee of the shares,
but who had agreed not to register the
transfer, had been put on the register, SO
at the time Of his election Mr.. Puibrook
had not, according to the register, the
necessary qualification shares. By an or
der, however, Of Mr.. Justice Field, which
was subsequently affirmed by a Divisional
Court, the company was ordered to rectify
the register by striking out Mr.. Cuthbert's
name as the transferee of the 100 shares.
When the order was confirmed, Mr.. PM
brook gave an undertaking not to
question any of the prior acts Of his CO.
directors, who now commended that he was
no longer a director Of the and
threatened to exclude him from the board.
In delivering his judgment his lordship
said the case was one of some importance
and novelty. The first question was
whether a director who was improperly
and without cause excluded from the board
by his brother directors was entitled to re-
strain their doing so when the director was
also a shareholder. In his opinion such a
director had an individual right of action
against the directors excluding him on ac-
count Of the deprivation Of his legal rights
uvhfab ha fbayahv unffcro1 Dnf fhara 10
one portion of the Master Of the Rolls
judgment which is not calculated to in-
crease the confidence Of shareholders with
non-legal minds that the qualification
clause Of a company's articles affords any
guarantee of the financial stability of the
members Of the board since none of the
directors need have any beneficial interest
in the shares standing in their names.
Any director can, it would appear, sell and
receive the money for his shares. and yet
continue to sit in respect of those shares
provided he can induce the purchaser to
agree not to register the transfer without
the said selling directors permission. The
Master OF the Rolls said tina there was 10
dispute as to the actual election or that his
time Of Office had not expired; all that was
said was that at the time of his election be
did not hold the necessary number of quail
HieatiOh sHafes, ana tnat the meaning OF
the Articles of Association which had been
referred to was not that it was necessary to
hold the shares sin his own right bene-
fcially. but that as the Court was preclu-
ded by the Companies Act from regarding
any trusts attaching to the shares, all that
was required was that a person should be
on the register III his own right, and not as
an executor Oh administrator, or as the
husband of a lady who might be a share
holder, which rights the words were evil
IDENTIFY intended to refer to. Adopting the
orders Of Mr.. Justice Field and the Divis-
ional Court, his lordship decided that Mr..
Pnibrcok had been duly qualified when
elected, that he remained a director at the
present time, and was entitled to the in
junction asked for. In consequence of his
undertaking. he could not of course com
plain of anything that bad been done by
his co-directors in the meantime.