Marsili

Preliminary Statement

In this appeál from a summary judgment entered against them, appellants do not claim that any issue of fact was presented below. Rather, they argue that the trial court misconstrued the law applicable to the undisputed facts of the case.

Appellants are three stockholders in respondent Pacific Gas and Electric Company (“PG&E”). The individually named respondents comprised the board of directors of PG&E at all times relevant to this action.

Appellants initiated the derivative action below in December 1971, challenging the propriety of a $10,000 contribution made by PG&E to Citizens for San Francisco, an unincorporated association which advocated the defeat of Proposition T appearing on the ballot in the November 2, 1971, election for the City and County of San Francisco. Appellants do not challenge the honesty or good faith of the directors of PG&E nor do they allege that the individual respondents who approved the contribution were trying to subvert the interest of PG&E or obtain a private advantage at the expense of the corporation and its stockholders. Instead, appellants contend that the contribution was ultra vires and illegal as a matter of…