Pourroy

This is an appeal by plaintiffs from a judgment of dismissal entered after demurrers were sustained to the fourth amended complaint, in an action brought by three stockholders of Pacific Stores, Incorporated, a defunct foreign corporation, against the former directors of said corporation and others to recover certain sums of money aggregating more than a million dollars.

The complaint contained three causes of action, stated separately, and according to its allegations plaintiffs sought to maintain the action on behalf of themselves, the other stockholders and the corporation itself. The first cause of action was brought under the authority of section 309 of the Civil Code, as amended in 1917 (Stats. 1917, p. 657), the portions of which, so far as we are here concerned, read as follows: “Unless they shall have been first permitted or authorized so to do by the commissioner of corporations, directors of corporations must not make dividends except from the surplus profits arising' from the business thereof; . . . For a violation of the provisions of this section, the directors under whose administration the same may have happened . . . are, in their individual or private capacity,…