Pattee

— The pleadings and findings in this case are somewhat voluminous, and we do not deem it necessary to recite them with any considerable detail. The case and its facts, briefly stated, are as follows: —

The plaintiff was incorporated in July, 1867, for the purpose of acquiring and supplying water to the inhabants of the city and county of San Francisco. Its bylaws provided for the appointment of a secretary, and very fully defined his duties. Under them, the defendant Pattee was appointed secretary in 1867. There is a dispute as to when he ceased to be such, — he claiming that he resigned in August, 1878, and the plaintiff insisting that he continued to be secretary, and to act as *625 such, until January 4, 1881. Some time prior to the 26th of February, 1878, the plaintiff had become the owner and possessed of certain lands in San Mateo County, taken up as government lands, the title to a part of which was not perfected until some time after-wards. No assessment was ever levied upon the stock of the corporation. Whenever money was needed to pay expenses or liabilities, the secretary went to the president, or others of the directors, and got the money required, or in default…