Simpson

This is an appeal from a judgment of the Superior Court relating to election of a board of directors of Consolidated Produce Company, Ltd., *796 a California corporation, in an action brought pursuant to section 2236, Corporations Code.

In July of 1947 the corporation had 9,180 shares of its stock outstanding. The beneficial owners and holders of 4,984 of these shares deposited them in trust with a depositary bank and executed a trust agreement naming three trustees to vote the stock for ten years. Each owner in turn received a voting trust certificate covering the number of shares so deposited.

In March, 1953, an amendment to the trust agreement was approved by beneficial owners of 4,616 of these shares extending the term of the trust agreement to the year 1967. Plaintiffs Forbes and White, each owning 184 shares, refused to agree to the amendment.

A meeting of the shareholders of the corporation was called for March 21, 1959, for the purpose of electing nine members of a board of directors for the ensuing year. At that meeting the three trustees, over objection of Forbes and White, voted the 4,984 shares. Nine directors were elected, including three persons named as…