Brittan

The plaintiff commenced this action under the provisions of section 315 of the Civil Code for the purpose of determining the right of the defendant to be a director in the Bank of San Luis Obispo, a corporation organized under the laws of this state. In his petition he alleges the incorporation of the bank; that he is a stockholder therein; that at the annual election of directors on October 15, 1890, J. L. Crittenden, J. W. Smith, P. W. Murphy, C. A. Pitkin, and W. E. Stewart were elected directors for the year next ensuing; that on the fourteenth day of January, 1891, Pitkin tendered his resignation as such director; “ that said resignation was handed to the said Crittenden, Stewart, and Murphy, who then and there assumed to be and act as members of the board of directors of said corporation, and to constitute a quorum thereof; that said Murphy was not then and there a member of said board, because he had resigned, and his resignation had been accepted and his successor had been elected”; “that thereafter the said Crittenden, Stewart, and Murphy, assuming to act as a board of directors of said corporation, and as a quorum thereof, passed a pretended resolution purporting to…