Graves

The defendant (appellant) is a mining corporation organized in this state October 4, 1881, having its principal place of business in San Francisco, and its mining land and works in the county of Mono. Its capital stock is one million dollars, divided into one hundred thousand shares, all of which was subscribed by and issued to the following persons: —

John D. Wilson, 24,950 shares; Daniel E. Jones, 24.950 shares; John Elbert, 24,950 shares; N. K. Grant, 24.950 shares; John F. Curtis, 100 shares; George Duncan, 100 shares.

The directors during the first year, named in the articles of incorporation, were said Wilson, Jones, Elbert, Curtis, and Duncan. Wilson was elected president, Elbert secretary, and Jones superintendent of the mine.

By article 7 of the by-laws it is provided that “ members of the board of directors shall receive no compensation for their services as such, nor shall the company be held liable for any services rendered, except it is so expressly provided, but members of the board shall be allowed their reasonable traveling expenses when actually engaged in the business of the company, to be audited and allowed as in other cases of demands against the company.…