Gilpin observer., 1910-01-06

thing to develop it so it would be
sold, and asked Mr. Richards to get
some one to work the property. Just
before this time, in 1906, Mr.. Charles
Hutchinson died, so that Mr.. James
c.. Hutchinson was the sole remaining
one of the original five directors,
who were the only legal directors
during the whole history of the com
pany. In March, 1908 Mr.. Richards
succeeded in getting five defendants
other than himself interested in ex-
amining this property for the purpose
Of leasing it, or bonding it. They
went up and examined it, found the
shaft, found a piece of ore upon the
dump. The rock had fragment of
ore attached to it. They went down
the mine and found some indications
of ore. and reported to Mr.. Richards,
and he reported to Mr. Hutchinson,
and Mr. Hutchinson replied that it
was all right-to go ahead and get
| some one TO work it; that he (Rich-
ards) had some forms of lease he
had made out before, and to send it
down for his signature Before this
answer was returned, the defendant,
Klais, came to Mr.. Richards, and
said it looked pretty good, but they
needed more partners, to get money
to put up a shaft house, and so on,
and wanted him to go in, and he said
he would, with Mr. Hutchinson's con
sent. He wrote to Mr.. Hutchinson,
and he sent back word it was all
right to 90 on in. The lease was exc
cuted and the parties continued work
ing without any change, from the
time they made their first investiga-
ton, by the goth of March, at least,
if not before, they had discovered
some good ore, so that they made a
shipment.
i "On the first OF April, or there,
abouts, Mr.. Elliott was at the mine,
and asked what they were doing.
They said they had a lease and
option and had struck some ore, and
he expressed pleasure, and said they
might find some in the same locality
where he had found ore, and told
them where he had found it. The les
sees remitted royalty on the first of
April, the first of May, the first of
June and the first of July, 1908. which
royalties We're received by Mr.. Hut
-: i, i i
and expressed gratitude that at last
I somebody had been able to find some
thing on the property of some value
He returned the royalties of August
and September, and died on the 23rd
Of October, and his widow sent the
October royalties back after his
death. The lease is not exactly in the
> usual printed form. but in the ordin-
airy form. of lease and option, and
= provides for the payment of fifteen
per cent royalty and $4,000 for the
War Dance and War Dance Extension
claims, to be paid at any time with
in three years from the date of the
3 lease, the money to be paid to the
credit Of, or to James c, Hutchinson
rs trustee.
I AS I have said, with the death o.
James Hutchinson in October, 1908
the last of the original directors died
This suit was instituted by Mr.
Elliott upon the theory that he is the
sole surviving director, and as such
is entitled to maintain this action
Under cur statute, it is provided
upon the dissolution of a corporation
by limitation or otherwise, that the
property shall vest in the last acting
trustees, directors or managers of the
: corporation, however they may be
named. Mr.. Elliott was at no time a
legal director of the company. He
was, from September, 1880, to Feb.
ruary, 1881, de facto director. He
was elected as director whereby
vacancy existed, and, of course, could
not be a de jure director. The election
in 1881 was absolutely void, for the
reason that it was not held at the
time specified, it does not appear
that any notice was ever given, it
does not appear that they had right
to elect, and it was held without the
! state.
/, ANY acts which affect third per-
sons done or performed by Mr.. Ell
! lott while a de facto director, would
be binding upon the company, for the
reason that he was held out by the
company to be a director; but as |
conceive the law to be, a de facto
director has no legal right to assert,