Bryson

This is an appeal from a judgment in favor of plaintiffs in an action brought under section 315 of the Civil Code to declare illegal and void the election of Isaac H. Bryson and Joseph S. Bryson as directors of the Bryson Estate Company.

Considering the fact that Joseph S. Bryson is one of the plaintiffs in the action and is a respondent herein, the appeal need be considered only with reference to the election of Isaac PI. Bryson.

In the month of May, 1907, the Bryson Estate Company was organized as a corporation with a capital stock of $600,000, divided into 60,000 shares of the par value of ten dollars per share. . One share each was subscribed by and issued to Isaac H. Bryson and six other persons, and those seven persons composed the board of directors for the first year of the life of the corporation. By-laws for the corporation were adopted which, among other things, provided that directors of the corporation should be elected by ballot at the annual meeting of the stockholders, and that they were to serve for one year and until their successors were elected. The by-laws also provided that shares of stock of the corporation might be transferred by the holder thereof by…