Luitwieler

Prior to the year 1908 a corporation, hereinafter referred to as the California company, was incorporated pursuant to the laws of this state, bearing the same name as appellant, of which respondent was president and a director, and was engaged in the manufacture of pumps and their component parts. Said company then held and utilized the patent rights covering certain inventions of respondent, and a considerable amount of its capital stock was owned by him. In 1908 the corporation taxes were not paid as required by statute, and the charter of the California company expired. Respondent and others incorporated in the state of New York, by the same name, the appellant corporation, hereinafter called the New York company, in which shares of stock were exchanged equally for outstanding shares of the California company, and the respondent was president and a director of the new corporation. Its directorate, in accordance with its articles of incorporation and by-laws, consisted of five directors, and on November 5, 1909', a directors’ meeting was held at Rochester, New York, at which time but four of said directors were present, which said meeting appears from the minutes to have been an…