The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-06-04
THE OCEANIC IS VICTOR,
G.. A. Spreckels' Application
for a Writ of Mandate
Denied.
JUDGE sEAWELL's OPINION
No Law Compelling the Directors
of the Steamship Company to
Call Meeting.

Judge Seawell yesterday denied the writ
of mandate prayed for by G. A. Spreckels
Jr. to compel the Oceanic Steamship Com
pany to hold meeting, and with the deci-
sion he rendered concise opinion.
This disposes of another of the veXatious
suits brought by the two younger sons and
aimed at their father, Claus Spreckels.
The main point brought out in the evil
dence by the defendants counsel, Delmas
& Shortridge, was that the court time was
being idly taken up, as G. A. Spreckels Jr.,
the plaintiff, had not exhausted the ordi-
nary means for securing remedy before
resorting to the extreme relief of court of
law. 1t was also clearly demonstrated that
the majority of the stockholders did not
wish any meeting such as the petition of
G. A. Spreckels Jr. desired called, and that
the issuing of an injunction would there
fore be a vain form and of no effect.
The following is the full text of the
opinion:
c. A. spreckels VS.. Oceanic Steamship Com
pany ct ais.
This is an application for writ of mandate
requiring the directors of the Oceanic Steam
ship Company to call meeting of its stock
holders for the election OF directors OF the cor
poration.
The capital stock of the corporation is divided
into 10000 shares. The number of directors is
FIVE, and if an election should be held plaintiff
has a sufficient number of shares to entitle him
to elect one director.
On the 21st day of January, 1885, the day
appointed by the bylaws for the election of
was held, but by the vote of those present was
adjourned sine die, without holding cleo
ton. On the 18th day of March, 1895, the
plaintiff served on each of the directors q writ
ten demand that meeting of stockh olders be
called for the election of directors for the year
beginning January 81, 1895. The demand not
having been complied with, the plaintiff has
instituted this proceeding.
G.. G. 314 provides as follows:
''If from any cause an election does not take
place on the day appointed in the bylaws, it
may be held on any day thereafter as is pro-
vided for in such bylaws or to which such
election may be adjourned or ordered by the
directors. If an election has not been held at
the appointed time, and no adjourned or other
meeting for the purpose has been ordered by
the directors, meeting may be called by the
stockholders as provided in section 80 OF this
article"
G. c. section 80 provides that the stockhold-
ers calling meeting must hold, at least, one
half of the votes.
provided for in the bylaws for holding an cleo
ton.
The statute does not, in terms, require the di-
rectors to call meeting of the stockholders
If the election does not take place on the day
appointed in the bylaws, it may be held on any
day thereafter ordered by the directors. The
directors, while they have the power, are not,
by the statute, required to make such order
but if they fail to do SO, the stockholders own
ing at least one-haH of the capital stock may
call an election.
the directors may be compelled by the judg-
ment OF any court to call a meeting for the
election of directors. 1t was evidently consid-
cred by the Legislature that the power given
TO the stockholders to call q meeting, in case
the directors neglected to doit, was sufficient
remedy.
I waS of no hoo hat y ollJ
of more than one-half the capital stock are I'M
willing TO call an election. Plaintiff did not
prior TO the commencement of this proceeding
request the stockholders owning one-half of
the stock to join with him in calling meet
ing. He alleges in his affidavit that more than
one-half OF the stock of the corporation is
under the control of the directors, and that it
is impossible for plaintiff to obtain enough
votes among the stockholders TO call meeting
or to hold an election for directors.
II the owners of a ajority OF the shares of
the stock OF the corporation are opposed to
calling meeting it would be an idle ceremony
Tor TINS court to compel the directors to call it,
1t would be only necessary, to prevent an cleo
ton, that the holders OF more than one-half of
the stock should absent themselves. WHY 90
through the formality of calling a meeting
when there is no means of compelling the AT.
tendance OF q quorum?
In overruling the demurrer to plaintiffs affi-
dayit was largely Influenced by the consid-
Grafton that by G. G. BOT the plaintiff is en-
titled to cast, at an election, as many votes for
one director as there directors to be elected.
and would thus be able to elect one director:
and that the neglect of the directors to call an
election would in effect deprive him of the rem
resentation in the board to which he is legally
entitled. Upon examination, however, find
that when section 314 was enacted there was
no provision for minority representation Sec
ton 307, as it originally stood, when section
314 was enacted, provided that ''unless other
wise prescribed by the bylaws q majority of
the subscribed capital stock is necessary to
choice"
Section 314 must be construed in the light of
the other sections as they stood when that
section was originally enacted The reason
why, by section 80, the concurrence of the
holders OF at least one-half of the stock was re-
CURED Tor calling an election, evidently was
that call by less number would not be
likely to be of any avail. At any rate the
statute has undertaken to prescribe what shall
be done in the matter of calling meeting in
the event that the directors neglect to cali it.
and know OF no principle upon which the
courts would be justified in holding that any
other remedy exists than that specified in the
statute. The entire matter of the election of
directors of a corporation is regulated by the
statute. If the provisions of the code, as thew
exist at present, are not adequate to remedy
the grievance of which plaintiff complains, his
remedy in my judgment is not in the courts.
but the Legislature.
The writ of peremptory mandate asked for is.
therefore,, refused. j. M. SEAwELL, Judge
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