Michaels

Petitioners sued under section 315 of the Civil Code, to test the validity of an election of directors of the respondent Pacific Soft Water Laundry Corporation. Petitioners had judgment from which three separate appeals were taken. The respondents Bull, Fletcher and Craft joined with the corporation in one appeal, the respondent Thompson appeals in his own behalf, as does the respondent Marine Bank of Ocean Park. All appeals are by stipulation heard upon the same bill of exceptions.

The controversy comes out of the same transactions which were considered in Michaels et al. v. Pacific Soft Water Laundry, this day decided (ante, p. 349 [ 286 Pac. 165 ]), and arises over the annual meeting of the stockholders of the Laundry Corporation held on May 19, 1927. At that meeting the Marine Bank of Ocean Park, represented by its agent and proxy, voted 21,500 shares of the capital stock of the Laundry Corporation as pledgee of the respondent Thompson, the shares of stock having been pledged to the bank as security for the sum of $.10,000 which the bank loaned to Thompson. At that election the petitioners Michaels and Pervine and the respondent Craft were elected without controversy. If the…