Hopper

This action was brought for the purpose of annulling an assessment upon, and restraining the defendants from selling, the plaintiff’s stock in the defendant corporation. A demurrer to the second amended complaint was sustained without leave to amend and judgment of dismissal entered, from which judgment this appeal is taken.

It appears from the second amended complaint that a portion of the articles of incorporation of the respondent corporation had been amended to read as follows:

The only point raised by the appellant is that under sections 290 and 331 of the Civil Code, these articles of incorporation, as so amended, conferred no power to levy an assessment for the reason that the quoted amendment purports to give such power to the corporation itself, and not to the board of directors.

The portion of section 290 of the Civil Code relied upon, at that time read as follows:

The pertinent part of section 331 of this code then read as follows:

Section 331 was amended to read as above in 1929, and these articles of incorporation were later amended as above indicated. We are unable to agree with the appellant’s contention that it clearly appears from section 331 that unless the…