National Republican. (Washington City (D.C.)) 1872-1888, 1879-10-07
AN IRREGULAR NOTICE.
A Decision In the Mutual Insurance
Company's Case.
The Court Sustains the Old Board of Man
ayers, and Decides that the Recent
Election was Illcgal-The Motion
OF Respondents to Quash the
Alternative Writ of Man
damus Granted, sc.


The Reformed board Defeated In Court.
In the Supreme Court of the District yester-
day Justice James delivered the unanimous
opinion of the bench in the case of the United
States ex rel. James S. Edwards ct al. against
John G. McKoden ct al. This was the case
growing out Of the election Of q board of d.
rectors for the Mutual Fire Insurance Company
of this District The plaintiffs, claiming to
have been chosen at the last annual election,
applied for the books, papers, &c, of the cor
poration, and were refused them by the old
board. An alternative writ of mandamus WAS
then petitioned for by the plaintiffs to com.
pei the old board OF directors to permit them
TO assume the management of the company's
affairs, and the defendants asked that IL be
quashod. The case has been fully argued in
the general term. Justice James, after re-
viewing all OF the circumstances, says that the
motion TO quash objects that not only does the
writ fail to state facts which show ailirma.
lively good title but the petition discoscs
facts which show that they have not good
title to these offices. The ground of this oh.
lection is that the meeting at which they pre-
tend to have been elected had no legal capacity,
being wholly unauthorized by the charter and
bylaws of the company. They conceived
that, rs only one rule for notice Is provided
and that rule is applied to both annual and
special meetings, it was either directory in
both cases or mandatory in both cases. lilo
knew of no principle of law which authorized
them to give to one sentence two different
meanings when 1t came 10 be applied to scpa-
rate matters. lnasmuch, thcn as the require
ment Of at least two weeks notice was clearly
mandatory in reference TO special meetings, it
must be deemed the same in reference to the
annual meetings unless the same law con-
tanned other provisions which affect its APP
pication to the latter.
The argument Is that the time for holding
the annual meeting being fixed for tho third
Monday of January, the members have that
notice. But it is 10 be observed that the mem
bers are to be notified of the place as well MS
the time of the election, and the notice they
are said to have by the bylaws relates only to
the time.
1t may be added that when the legislature
has indicated what shall be proper length of
notice when the members of a company are
called upon to choose their governing officers,
it is not for the courts to determine what char
ter period serves the same purpose and accom-
plishes the policy of giving notice. The object
OF providing notice OF meetings Mt which man
ayers are TO be chosen is not merely that the
electors may have that information in time to
be present, but that they shall have due OPP
portunity for inquiry aud deliberaton AS to
| their choice before they go to the meeting. 1t
might be probable that every one of the cor
porators should be present even upon single
| days warming; but it is not only possible
but extremely possible that most of them
| would in such case exercise their
rights as electors without duo prepare
ton aud information. Clearly, some
allowance OF time for this kind Of preparation
must be made, and what shall be sufficient
allowance is, in its nature, q fit subject for
| legislation, not for judicial determination And
when the time allowed by the legislature has
not been given, it is almost legal inference
| that the electors are not prepared for these
duties. The principle which has been appealed
to that provision is to be treated as directory
or mandatory according to the requirements
OF justice would, therefore, compel us to hold
that 4 special provision for notice is manda.
tory. Since ample notice tends to defeat com
binations to insure information concerning the
candidates for electiOn-in word TO secure
and protect the rights of all tho members oil
u orpOration-justice requires that they
should have all the notice which the
law las provided, aud that the provision
for that notice should be held to be mau.
datory. These conclusions are not only sup
ported by general principles but established by
authority. Here a number of cases are cited.
lnasmuch, then us only ten days instead OF tive
weeks notice of the meeting of January 20
1879, was given, we hold that the meeting
which convened on that day had no lega
capacity to enter upon an election OF mana
gers; and that it did not acquire capacity by
adiOurning to o later day. II tho corporation
did not have proper notice OF the origina
meeting, they did not have proper notice Of
its continuance. All of these meetings wer,
equally invalid and were incapable to hold M
election. 1t is shown by the petition which
dicloses these facts that the REALTORS have NJ
title to the offices into which they sock, by til,
writ, to be indicted, aud the writ must b.
quashed.