Raisch

The court sustained a demurrer to the plaintiff’s second amended complaint, and upon the plaintiff declining further to amend judgment was entered for defendant. This appeal is prosecuted from the judgment, and the plaintiff claims that the complaint states facts sufficient to constitute a cause of action, and that the court erred in sustaining the demurrer thereto.

The facts necessary to an understanding of the question to be decided may be briefly stated as follows: The defendant is a corporation duly organized and having a board of five directors, which, during the times the acts complained of were committed was composed of this plaintiff, David M. De Long, George D. Metcalf, George Schmidt and R. A. Jackson. Plaintiff was the owner of 46,900 shares of stock. The by-laws of the corporation provided that the regular meetings of the board of directors should be held on the last Saturday of each month, and that each director should receive a notice, personal or otherwise, of all meetings called for any other time than the regular meeting. On Saturday, April 30, 1904, which was the day of the regular meeting of the directors pursuant to the by-laws, only Metcalf and Jackson were…