Stewart
Stewart v. Indian Creek Lumber Co.
Opinion
Lead Opinion
Schottky, J.
John C. Stewart, Gerry O. Stewart and Francis E. Hall, as trustees for Southern Humboldt Lumber Company, a corporation whose term of existence has expired, appeal from an order dismissing their third amended complaint after the demurrer of the defendants was sustained with leave to amend and no amendment was filed.
Before discussing the contentions of appellants we shall summarize the factual situation as alleged in the complaint.
The Southern Humboldt Lumber Company was originally incorporated in California in 1902 for a term of 50 years. The charter of the corporation expired by operation of law in 1952. The incorporators, who were the owners of all the capital stock, were Thomas Pollard, Calvin Stewart, John A. McPherson, H. N. Anderson and A. W. Middleton.
In 1939 the Board of Directors of Southern Humboldt consisted of A. W. Middleton, the president, Henry N. Anderson, S. M. Anderson, E. A. Middleton and George L. McPherson. The last three directors had been elected in place of Calvin Stewart and Thomas Pollard who had died. No notice of the election of these directors was ever received by the heirs or representatives of the two deceased directors.