
    (104 So. 60)
    No. 26787.
    STATE ex rel. DENDINGER et al. v. J. D. KERR GRAVEL CO. et al.
    (March 30, 1925.)
    
      (Syllabus by Editorial Staff.)
    
    1. Corporations <&wkey;>l94 — President may not refuse to call meeting of stockholders.
    President of corporation may not refuse to call meeting of stockholders because of fear that they might elect board of directors and officers unfavorable to himself, and because he has never been requested to call meeting in writing.
    
      2. Corporations &wkey;>298(3) — Position of president in refusing to call meeting of board of directors untenable.
    President of corporation may not refuse to call meeting of board of directors for fear board would interfere with Ms control and management of corporation as president; management belonging to board of directors,' and not to president.
    3. Corporations <&wkey; 196 — Position of president in refusing to produce minute book untenable.
    President of corporation may not refuse to produce the minute book before meetings of stockholders and directors, as they dre entitled to have minute book and all other books brought before their meetings.
    4. Mandamus &wkey;j 187(10) — Mandamus decree may be amended on appeal.
    In mandamus, where partial relief was granted but other demands dismissed, and defendants appealed, and plaintiffs in answering prayed for amendment of judgment, to which they were clearly entitled, amendment could be granted.
    Appeal from Twenty-Sixth Judicial District Court, Parish of St. Tammany; Prentiss B. Garter, Judge.
    Mandamus on relation of Theodore Dendinger, Sr., and others against the J. D. Kerr Gravel Company and others. Prom a decree for relators, defendants appeal, and relators pray an amendment.
    Amended and affirmed.
    Oappel & Plauche, of Covington, for appellants.
    J. D. Dresner, of New Orleans, Thos. M. Burns and Jas. T. Burns, both of Covington, and M. L. Dresner, of New Orleans, for appellees.
   ST. PAUL, J.

This is a proceeding by mandamus to compel the defendant corporation and its president to call a meeting of its stockholders, and also of its board of directors.

The charter provides that the annual meeting of stockholders shall be held on the second Monday of May in each year. On that day in 1924, some of the stockholders assembled for that purpose; but the president protested that one of the stockholders (his wife) had not been notified (by himself), and announced that he would contest the legality of anything' done under the circumstances. Thereupon the assembly parted, and this mandamus followed.

I.

The sum and substance of the defense is that the president fears that said stockholders will elect a board of directors and officers who may be unfavorable to himself and his interests, and that he has never been requested in writing to call said meeting.

Such a position is, of course, untenable. It is the plain ministerial duty of the president to call said meeting, whether requested to do so or not; and, if the stockholders do anything they have no right to do, it will then be his privilege to complain.

II.

He also refused to call a meeting of the board of directors for much the same reason, to wit, he fears that said board will interfere with his control and management of the affairs of said corporation in his capacity of president, which meetings would therefore not be “for a lawful purpose,” according to his views. Such position is likewise untenable. The management of the corporation’s affairs belongs to the board of directors, and not to the president.

III.

The president also refuses to produce the minute book of the corporation before any such meeting. Which is again an untenable position. The stockholders and directors of the corporation are entitled to have the minute book, and all other books, brought before their meetings.

IV.

The trial judge ordered the defendants to call a stockholders’ meeting, but dismissed the other demands. Defendants appealed, and plaintiffs have answered, praying for an amendment of the judgment in this last respect; to which amendment they are clearly entitled.

Decree.

The judgment appealed from is therefore amended so as to read as follows, to wit: It is therefore ordered that J.. D. Kerr, president of the J. D. Kerr Gravel Company, do forthwith call a meeting of the stockholders of said corporation, and promptly notify all stockholders thereof; that he forthwith call a meeting of the board of directors, and promptly notify all directors thereof; that he produce at both or either and all of said meetings the minute book of said corporation and all such other books as may be called for by said meetings; and that said J. D. Kerr pay all costs of these proceedings in both courts.  