Jordan

Petition for a writ of mandate compelling the Secretary of State to accept for filing a certificate of amendment of articles of incorporation of the Pratt-Low Preserving Company decreasing the number of its directors from nine to seven. The respondent Secretary of State has demurred generally to the petition.

As originally incorporated in 1905 petitioner corporation had seven directors. Thereafter in 1919, pursuant to sec tion 361 of the Civil Code as it then read (repealed in 1929), steps were taken to increase the number of directors to nine. Accordingly, there was filed with the respondent Secretary of State on April 5, 1919, a certificate purporting to show such an increase of directors. It is admitted that the provisions of section 361, supra, were fully complied with by petitioner. Since 1919 and until April, 1932, petitioner purported to act by and through a board of nine directors. At this latter date, and under and pursuant to the provisions of section 362 of the Civil Code as enacted in 1929, petitioner took steps to decrease its board of directors to the original number of seven. Pursuant to the provisions of that section petitioner presented for filing with the…